YOU ON DEMAND HOLDINGS, INC. (Form: 8-K, Received: 02/06/2014 14:20:17)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2014

YOU ON DEMAND HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada	001-35561	20-1778374
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

27 Union Square, West Suite 502
New York, New York 10003
Telephone No.: 212-206-1216
(Address and telephone number of Registrant's principal
executive offices and principal place of business)

(Former name or address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01.

Entry Into A Material Definitive Agreement.

Purchase Agreement and Investment Transaction

On January 31, 2014, YOU On Demand Holdings, Inc. (the “ Company ”) entered into a Series E Preferred Stock Purchase Agreement (the “ Purchase Agreement ”) with C Media Limited (“C Media”) and certain other purchasers (collectively, the “ Investors ”), pursuant to which the Company issued to the Investors an aggregate of 14,285,714 shares of Series E Convertible Preferred Stock of the Company (the “ Series E Preferred Stock ”) for $1.75 per share, or a total purchase price of $25 million. Among the 14,285,714 shares of Series E Preferred Stock issued to the Investors, (i) 1,142,857 shares were issued upon the conversion of that certain convertible note issued to C Media in principal amount of $2,000,000, (ii) 10,857,143 shares were issued for an aggregate purchase price of $19 million, and (iii) 2,285,714 shares were issued upon the conversion of 2,285,714 shares of Series D 4% Convertible Preferred Stock, par value $0.001 per share (“ Series D Preferred Stock ”) held by C Media, which constitute all of the issued and outstanding shares of Series D Preferred Stock, into the Series E Preferred Stock pursuant to the Purchase Agreement.

In connection with the above transaction (the “ Series E Financing ”), the Company is obligated to file one or more registration statements with the U.S. Securities and Exchange Commission (the “ Commission ”) to register the Registrable Securities, as defined in the Purchase Agreement. The Company agreed to use its reasonable best efforts to cause each registration statement to become effective as soon as practicable. If the first registration statement is not effective by June 30, 2014 if subject to review by the Commission, or within 45 days of filing with the Commission if not subject to review, the Company will be obligated to pay to the Investors, pro rata based on the proportion of the total purchase price paid by each Investor in an aggregate amount equal to 1% of the purchase price paid by the Investors for each 30-day period or pro rata for any portion thereof following June 30, 2014 until the registration statement is declared effective; provided, however, that in no event should the aggregate amount of payments relating to a delay in registration exceed, in the aggregate, 10% of the total purchase price paid by the Investors. If the Commission, by written or oral comment or otherwise, limits the Company’s ability to file, or prohibits or delays the filing of, a registration statement with respect to any or all of the Registrable Securities which were not included in the first registration statement or any subsequent registration statement because of a Registration Cap, as defined in the Purchase Agreement, it will not be deemed to be a breach or default by the Company under the Purchase Agreement of its obligations.

The foregoing summary does not purport to be a complete statement of the parties’ rights and obligations under the Purchase Agreement or a complete explanation of the material terms thereof. The foregoing summary is qualified in its entirety by reference to the Purchase Agreement attached hereto as Exhibit 10.1.

In addition, on January 31, 2014, Mr. Shane McMahon, the Company’s Chairman and the holder of all of the Company’s issued and outstanding shares of Series A Preferred Stock, par value $0.001 (“ Series A Preferred Stock ”), entered into an Exchange Agreement with C Media that obligates Mr. McMahon to exchange all 7,000,000 of the shares of Series A Preferred Stock held by him for 933,333 shares of Series E Preferred Stock issued to C Media pursuant to the Purchase Agreement.

Series E Preferred Stock

In connection with Purchase Agreement, the Company filed a Certificate of Designation of Series E Convertible Preferred Stock with the Secretary of State of the State of Nevada (the " Certificate of Designation ") on January 31, 2014, which became effective upon filing. Pursuant to the Certificate of Designation, there are 16,500,000 shares of Series E Preferred Stock authorized for issuance.

The holders of Series E Preferred Stock are entitled to vote on all matters submitted to a vote of the Company’s stockholders and are entitled to the number of votes equal to the lesser of (i) the number of whole shares of common stock into which such shares of Series E Preferred Stock are convertible at the record date for the determination of stockholders entitled to vote on such matters, and (ii) the number of whole shares of common stock issuable if the conversion price of the shares of Series E Preferred Stock is the closing trading price of the Company’s common stock as of the end of the trading day immediately preceding the closing date of the transactions contemplated by the Purchase Agreement. In addition, the holder of the shares of Series E Preferred Stock are entitled to elect up to 3 directors to the Company’s board of directors (and such directors may only be removed without cause by the affirmative vote of the holders of a majority of the shares of Series E Preferred Stock); provided that the number of directors which the holders of shares of Series E Preferred Stock are entitled to appoint shall at all times be in compliance with NASDAQ Stock Market Listing Rule 5640, including without limitation, the requirement that at such time as the holders of shares of Series E Preferred Stock hold less than 5% of the total voting securities of the Corporation, the holders of shares of Series E Preferred Stock shall no longer have the right to elect or remove such directors. Each share of Series E Preferred Stock is initially convertible into one share of common stock, subject to adjustment as provided for in the Certificate of Designation.

In addition, the Certificate of Designation provides that, so long as at least 25% of the shares of Series E Preferred Stock remain outstanding, the Company will not, without the consent of the holders of a majority of the outstanding shares of Series E Preferred Stock, and except as otherwise provided in the Certificate of Designation, (i) liquidate, dissolve or wind-up the business and affairs of the Company, or effect any material merger, acquisition or consolidation, or sale of all or substantially all of the assets of the Company, (ii) amend, alter or repeal any provision of the Articles of Incorporation or bylaws of the Company, (iii) alter or change the powers, preferences or rights given to the shares of Series E Preferred Stock or alter or amend the Certificate of Designation, (iv) directly and/or indirectly, designate, issue, authorize, create or otherwise permit to exist, any additional shares of senior or parity securities, (v) directly and/or indirectly increase the number of authorized shares of any class or series of the Company’s capital stock, (vi) purchase or redeem (or permit any subsidiary to purchase or redeem) any junior, senior or parity securities, (vii) directly and/or indirectly create, incur or assume any liability or indebtedness for borrowed money that is secured other than equipment leases and other permitted indebtedness, (viii) directly and/or indirectly create, incur or assume any liability or indebtedness for borrowed money that is unsecured, (ix) enter into any agreement with respect to the acquisition of any material business, assets or property, (x) sell, lease, license, surrender, relinquish, encumber, pledge, transfer, amend, convey or otherwise dispose of any business, property or assets having a material market value, except in the ordinary course of business, (xi) enter into any transaction with any affiliate of the Company which would be required to be disclosed in any public filing with the U.S. Securities and Exchange Commission, unless such transaction is expressly approved by a majority of the disinterested directors of the Company, (xii) except with respect to Beijing China Broadband Network Technology Co., Ltd. and Shandong Lushi Media Co., Ltd. and their respective direct or indirect subsidiaries, create or hold capital stock in any subsidiary that is not wholly owned (either directly or through one or more subsidiaries) by the Company, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Company or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose of all or substantially all of the assets of such subsidiary, (xiii) increase or decrease the authorized number of directors constituting the Company’s board of directors, (xiv) effect any material change to the Company’s business plan or nature of its business, (xv) increase the number of shares of common stock authorized under the Company’s stock option plan, (xvi) alter or change the powers, preferences or rights or increase the number of outstanding shares of any series of preferred stock, or (xvii) approve or finalize the annual budget of the Company, except with the approval of the Company’s financial oversight committee.

The foregoing summary does not purport to be a complete statement of the parties’ rights and obligations under the Certificate of Designation or a complete explanation of the material terms thereof. The foregoing summary is qualified in its entirety by reference to the Certificate of Designation attached hereto as Exhibit 4.1.

Other Transaction Documents

Voting Agreement

In connection with the closing of the Series E Financing, Shane McMahon, Weicheng Liu and each of the Investors entered into a Voting Agreement (the “ Voting Agreement ”) pursuant to which, among other things, the parties thereto agreed that, during the three year term of the Voting Agreement, the parties will vote all of the voting securities of the Company owned by them as well as securities acquired by them in the future in favor of the election to, and maintenance of, the board of directors, to consist of seven (7) members designated in the following manner: (i) two directors designated by Mr. McMahon, at least one of which will be an independent director, who are initially Mr. McMahon and James Cassano; (ii) two directors designated by Mr. Liu, at least one of which will be an independent director, who are initially Weicheng Liu and Clifford Higgerson; and (iii) three directors designated by C Media, at least two of which will be independent directors, who are initially Xuesong Song, Jin Shi and Arthur Wong. In addition, each of the parties agreed that nothing in the Voting Agreement will (a) limit or affect any actions or omissions taken by any party in his capacity as a director or officer of the Company, and no such actions or omissions will be deemed a breach of this agreement or (b) will be construed to prohibit, limit or restrict any party from exercising such party’s fiduciary duties as an officer or director of the Company or any of its subsidiaries or their respective stockholders.

Amendment No. 4 to McMahon Note

On May 10, 2012, at the Company’s request, Mr. McMahon made a loan to the Company in the amount of $3,000,000. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the principal amount of $3,000,000, as amended on May 18, 2012, October 19, 2012 and May 10, 2013 (as amended, restated, supplemented or otherwise modified from time to time, including without limitation that certain Waiver concerning provisions of the convertible note between the Company and Mr. McMahon, dated November 4, 2013, the " McMahon Note ").

Effective on January 31, 2014, the Company and Mr. McMahon entered into Amendment No. 4 to the McMahon Note pursuant to which the McMahon Note will be, at Mr. McMahon’s option, payable on demand or convertible on demand into shares of Series E Preferred Stock at a conversion price of $1.75, until December 31, 2014.

The foregoing description of Amendment No. 4 to the McMahon Note is qualified in its entirety by reference to the actual Amendment No. 4 to the McMahon Note, a copy of which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

Placement Agent

Chardan Capital Markets LLC (“ Chardan ”) acted as agent for the Company in connection with the offering, and received a cash fee from the proceeds of the offering equal to $2 million and warrants to purchase an aggregate of 1,085,714 shares of the Company’s common stock at $1.75 per share. The warrants issued to Chardan are exercisable for five years following the closing of the sale of the Series E Preferred Stock and may be exercised on a cashless basis.

Item 3.02.

Unregistered Sales of Equity Securities.

The information pertaining to the sale of shares of the Company’s Series E Preferred Stock in connection with the offering and the issuance of warrants to Chardan discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety. The issuance of the shares of Series E Preferred Stock and the underlying securities to the Investors pursuant to the Purchase Agreement and the issuance of warrants to Chardan were not registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Company issued the shares of Company’s Series E Preferred Stock to the Investors and the warrants to Chardan in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D promulgated thereunder. Each of the Investors and Chardan represented that it is an accredited investor as defined in Rule 501(a) under the Securities Act and that there was no general solicitation or advertising in connection with the offer and sale of the shares.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Chairman

Simultaneous with closing of the Series E Financing, Mr. Xuesong Song, a director of the Company, was appointed as the Company’s Executive Chairman, a newly created office of the Company, pursuant to the Company’s Second Amended and Restated Bylaws, as described under Item 5.03 of this report. Mr. McMahon, who is the Chairman of the Company, will continue to serve as the Company’s principal executive officer.

Resignation and Appointment of Directors

Also upon the closing of the Series E Financing, Mr. Michael Birkin and Mr. Michael Jackson resigned from the board of directors of the Company. Mr. Birkin’s and Mr. Jackson’s resignations were not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Messrs. Clifford H. Higgerson, Jin Shi and Arthur Wong were appointed as directors of the Company. The board of directors determined that each newly elected director is an "independent director" as defined by Rule 5605(a)(2) of the NASDAQ Listing Rules.

Mr. Higgerson has more than 40 years of experience in research, consulting, planning and venture investing primarily in the telecommunications industry, with an emphasis on carrier systems and equipment. In 2006, he became a partner with Walden International, a global venture capital firm focused on four key industry sectors: communications, electronics/digital consumer software and IT services, and semiconductors. Mr. Higgerson was a founding partner of ComVentures from 1986 to 2005, and has been a general partner with Vanguard Venture Partners since 1991. He currently serves as a member of the board of directors of Aviat Networks, Inc., Kotura Inc., Xtera Communications Inc., Ygnition Networks, Inc., Ormet Circuits, Inc., Thrupoint, Inc. and Geronimo Windpower. He served as a member of the Stratex board of directors from March 2006 to January 2007 and served on the Compensation and Strategic Business Development Committees. He previously served as a member of the board of directors of Hatteras Networks Inc. and World of Good. Mr. Higgerson holds an MBA from the University of California at Berkeley, and a BS from the University of Illinois.

Mr. Shi has been a managing partner of Chum Capital Group Limited since 2007, a merchant banking firm that invests in Chinese growth companies and advises them on financings, mergers & acquisitions and restructurings. He is also the independent director of Pingtan Marine Enterprise Limited (“Pingtan Marine”), one of the largest deep-sea fishing companies in China. From 2011 through 2013, Mr. Shi served as the chief executive officer and a director on the board of China Growth Equity Investment Limited, which acquired Pingtan Marine in February 2013. From 2010 through 2011, he served as the vice-chairman and a director of the board of China Growth Equity Investment Limited.

From 2006 through 2009, Mr. Shi served as the chief executive officer and a director of the board of ChinaGrowth North Acquisition Corporation, which acquired UIB Group Limited in January 2009, the second largest insurance brokerage firm in China. From 2006 through 2009, Mr. Shi also served as the chief financial officer and a director of the board of ChinaGrowth South Acquisition Corporation, which acquired Olympia Media Holdings Ltd. in January 2009, the largest privately-owned newspaper aggregator and operator in China. Mr. Shi has also been the chairman of Shanghai RayChem Industries Co., Ltd., a research & development based active pharmaceutical ingredient producer, since he founded the company in 2005. Mr. Shi is also the president of PharmaSource Inc., a company he founded in 1997. Mr. Shi received an EMBA from Guanghua School of Management, Peking University and a BS degree in Chemical Engineering from Tianjin University.

Mr. Wong is advisor and part-time CFO of Beijing Radio Cultural Transmission Company Limited (“Beijing Radio”). Prior to joining Beijing Radio, Mr. Wong served as CFO of Shanghai GreenTree Inns Hotel Management Group, Shanghai Nobao Renewable Energy and Henan Asia New-Energy. From 1982 to 2008, Mr. Wong spent 26 years at Deloitte, including in Hong Kong, San Jose and Beijing holding several positions including TMT (Technology, Media, Telecom) leader for northern China, national media sector leader, audit leader for northern China, lead partner for venture capital strategic partnership programs and representative of Deloitte.

In addition to his role at Beijing Radio, Mr. Wong serves as a board member and chairperson of the audit committee of the following companies: VisionChina Media Inc. (NASDAQ: VISN), China Automotive Systems, Inc. (NASDAQ: CAAS), Daqo New Energy Corp. (NYSE: DQ), Besunyen Holdings Company Limited (SEHK: 926) and Termbray Petro-king Oilfield Services Limited (SEHK: 2178). Mr. Wong is a member of the American Institute of Certified Public Accountants, the Hong Kong Institute of Certified Public Accountants and the Chartered Association of Certified Accountants. Mr. Wong holds a Bachelor of Science in Applied Economics from University of San Francisco and a Higher Diploma of Accountancy from The Hong Kong Polytechnic University.

In connection with the appointment of the new directors, the board of directors also adopted the following resolutions with respect to the composition of each of the committees of the board:

Audit Committee

Each of Mr. Wong and Mr. Higgerson was appointed to serve with Mr. James Cassano as a member of the Audit Committee. Mr. Cassano will continue to act as Chair of the Audit Committee until the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and at that time, Mr. Wong will succeed Mr. Cassano as Chair of the Audit Committee.

Compensation Committee

Each of Mr. Shi and Mr. Higgerson was appointed to serve with Mr. Cassano as a member of the Compensation Committee of which Mr. Shi will act as Chair.

Governance and Nominating Committee

Each of Messrs. Higgerson, Wong and Shi was appointed to serve as a member of the Governance and Nominating Committee of which Mr. Higgerson will act as Chair. Mr. Cassano resigned from his position as a member of the Governance and Nominating Committee at the closing of the Series E Financing.

Executive employment agreements

On January 31, 2014, the Company entered into employment agreements with each of Messrs. Shane McMahon (as Chairman of the Board), Weicheng Liu (as the Chief Executive Officer), Marc Urbach (as the President and Chief Financial Officer) and Xuesong Song (as the Executive Chairman) pursuant to the terms of the Purchase Agreement. The employment agreements entered into by Messrs. McMahon, Liu, Urbach and Song, each referred to as an executive, have an initial term of two years, after which each executive’s employment agreement automatically renews for additional one-year periods on the same terms and conditions, unless either party to the agreement exercises the respective termination rights available to such party in the agreement.

The employment agreements provide for a minimum annual base salary of $300,000 for Mr. McMahon, RMB 1,693,750 for Mr. Liu, $230,000 for Mr. Urbach, and $300,000 for Mr. Song. The annual base salary of both Mr. McMahon and Mr. Song will be payable in shares of common stock of the Company and the Company has the obligations to registered such shares under the Securities Act of 1933. The employment agreements require the Company to compensate the executives and provide them with certain benefits if their employment is terminated. As provided in the employment agreements, the compensation and benefits the executives are entitled to receive upon termination of employment vary depending on whether their employment is terminated.

Each of the employment agreements also contains customary restrictive covenants regarding non-competition relating to the paid media distribution business in China, non-solicitation of employees and customers and confidentiality.

The foregoing description of the employment agreements is qualified by reference to the employment agreements which are filed as Exhibits 10.2, 10.3, 10.4 and 10.5 to this report and are incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

1) Certificate of Designation

The information pertaining to the Certificate of Designation discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety.

2) Amendment to the Bylaws

On January 31, 2014, the board of directors of the Company adopted the Second Amended and Restated Bylaws, which revised the Company’s former bylaws to create the office of Executive Chairman and adjust the powers and duties of Chairman and Chief Executive Officer accordingly.

The summary herein is qualified in its entirety by reference to the Second Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01.

Other Events.

Upon the closing of the Series E financing, the Company formed a financial oversight committee to aid the board of directors in discharging its responsibilities relating to the oversight of the Company’s financial plans and policies of the Company and the implementation of such plans and policies. The members of the financial oversight committee include Shane McMahon, Weicheng Liu, Xuesong Song, Marc Urbach, Jin Shi and Rainer Li. Mr. McMahon was appointed as Chair of the committee.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1	Second Amendment and Restated Bylaws, adopted on January 31, 2014
4.1	Series E Convertible Preferred Stock Certificate of Designation
10.1	Form of Series E Preferred Stock Purchase Agreement, dated as of January 31, 2014, between the Company and the Investors
10.2	Employment Agreement, dated as of January 31, 2014, by and between the Company and Mr. McMahon.
10.3	Employment Agreement, dated as of January 31, 2014, by and between the Company and Mr. Liu.
10.4	Employment Agreement, dated as of January 31, 2014, by and between the Company and Mr. Urbach.
10.5	Employment Agreement, dated as of January 31, 2014, by and between the Company and Mr. Song.
10.6	Amendment No. 4 to Convertible Promissory Note in $3,000,000 principal amount issued to Shane McMahon.
99.1	Press Release, dated as of February 3, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	YOU ON DEMAND HOLDINGS, INC.


Date: February 6, 2014	By:	/s/Marc Urbach
		Marc Urbach
		President and Chief Financial Officer

Exhibit 3.1

SECOND AMENDED AND RESTATED BYLAWS
(the “Bylaws”)
OF
YOU ON DEMAND HOLDINGS, INC.
(the “Corporation”)

Adopted on January 31, 2014

_________________________________________
ARTICLE 1

OFFICES

Section 1.1 Registered Office . The registered office and registered agent of the Corporation shall be as from time to time set forth in the Corporation’s Articles of Incorporation, as amended from time to time (the “ Articles of Incorporation ”).

Section 1.2 Other Offices . The Corporation may also have offices at such other places, both within and without the State of Nevada, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2

STOCKHOLDERS

Section 2.1 Place of Meetings . All meetings of the stockholders for the election of Directors shall be held at such place, within or without the State of Nevada, as may be fixed from time to time by the Board of Directors. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2 Annual Meeting . An annual meeting of the stockholders shall be held at such time as may be determined by the Board of Directors, at which meeting the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 2.3 List of Stockholders . At least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of voting shares registered in the name of each, shall be prepared by the officer or agent having charge of the stock transfer books. Such list shall be kept on file at the registered office of the Corporation for a period of ten days prior to such meeting and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any stockholder who may be present.

Section 2.4 Special Meetings . Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law, by the Articles of Incorporation or by these Bylaws, may be called by the Chairman or the Executive Chairman or the Board of Directors, or shall be called by the President or Secretary at the request in writing of the holders of not less than thirty percent of all the shares issued, outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting unless all stockholders entitled to vote are present and consent.

Section 2.5 Notice . Written or printed notice stating the place, day and hour of any meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman, the Executive Chairman, the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the stockholder at his address as it appears on the stock transfer books and records of the Corporation or its transfer agent, with postage thereon prepaid.

Section 2.6 Quorum . At all meetings of the stockholders, the presence in person or by proxy of the holders of a majority of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.7 Voting . When a quorum is present at any meeting of the Corporation’s stockholders, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy at such meeting shall decide any questions brought before such meeting, unless the question is one upon which, by express provision of law, the Articles of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.8 Method of Voting . Each outstanding share of the Corporation’s capital stock shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are otherwise provided by applicable law or the Articles of Incorporation. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney-in-fact and bearing a date not more than 6 months prior to such meeting, unless such instrument provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting for directors shall be in accordance with Article III of these Bylaws. Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer shall order or any stockholder shall demand that voting be by written ballot.

Section 2.9 Record Date; Closing Transfer Books . The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board of Directors may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date.

Section 2.10 Action By Consent . Any action required or permitted by law, the Articles of Incorporation, or these Bylaws to be taken at a meeting of the stockholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such signed consent shall be delivered to the Secretary for inclusion in the Minute Book of the Corporation.

ARTICLE 3

BOARD OF DIRECTORS

Section 3.1 Management . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation, a stockholders’ agreement or these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.2 Qualification; Election; Term . None of the directors need be a stockholder of the Corporation or a resident of the State of Nevada. The directors shall be elected by plurality vote at the annual meeting of the stockholders, except as hereinafter provided, and each director elected shall hold office until his successor shall be elected and qualified.

Section 3.3 Number . The number of directors of the Corporation shall be fixed as the Board of Directors may from time to time designate. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 3.4 Removal . Any director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that notice of intention to act upon such matter shall have been given in the notice calling such meeting.

Section 3.5 Vacancies . Any vacancy occurring in the Board of Directors by death, resignation, removal or otherwise may be filled by an affirmative vote of at least a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office only until the next election of one or more directors by the stockholders.

Section 3.6 Place of Meetings . Meetings of the Board of Directors, regular or special, may be held at such place within or without the State of Nevada as may be fixed from time to time by the Board of Directors.

Section 3.7 Annual Meeting . The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the annual meeting of stockholders and at the same place, unless by unanimous consent or unless the directors then elected and serving shall change such time or place.

Section 3.8 Regular Meetings . Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board of Directors.

Section 3.9 Special Meetings . Special meetings of the Board of Directors may be called by the Chairman or Executive Chairman on oral or written notice to each director, given either personally, by telephone, by telegram, by mail, by facsimile or by e-mail at least forty-eight hours prior to the time of the meeting. Special meetings shall be called by the Chairman, Executive Chairman or the Secretary in like manner and on like notice on the written request of 2 directors. Except as may be otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need to be specified in a notice or waiver of notice.

Section 3.10 Quorum and Voting . At all meetings of the Board of Directors the presence of a majority of the number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.11 Interested Directors . No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the fact as to his relationship or interest and as to the contract or transaction is known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the fact as to his relationship or interest and as to the contract or transaction is known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the stockholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 3.12 Action by Consent . Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors.

Section 3.13 Compensation of Directors . Directors shall receive such compensation for their services, and reimbursement for their expenses as the Board of Directors, by resolution, shall establish; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE 4

COMMITTEES

Section 4.1 Designation . The Board of Directors may, by resolution passed by a majority of the whole Board, designate committees, each committee to consist of two or more directors of the Corporation and such other committee members as the Board of Directors shall designate, which committees shall have such power and authority and shall perform such functions as may be provided in such resolution.

Section 4.2 Authority . Each committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Corporation, except where action of the full Board of Directors is required by statute or by the Articles of Incorporation.

Section 4.3 Change in Number . The number of committee members may be increased or decreased (but not below two) from time to time by resolution adopted by a majority of the whole Board of Directors.

Section 4.4 Removal . Any committee member may be removed by the Board of Directors by the affirmative vote of a majority of the whole Board, whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4.5 Vacancies . A vacancy occurring in any committee (by death, resignation, removal or otherwise) may be filled by the Board of Directors in the manner provided for original designation in Section 4.1.

Section 4.6 Meetings . The time, place and notice (if any) of all committee meetings shall be determined by the respective committee. Unless otherwise determined by a particular committee, meetings of the committees may be called by the Chairman or Executive Chairman on oral or written notice to each member, given either personally, by telephone, by telegram, by mail, by facsimile or by e-mail at least forty-eight hours prior to the time of the meeting and special meetings shall be called by the Chairman, the Executive Chairman or the Secretary in like manner and on like notice on the written request of any committee member. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in a notice or waiver of notice of any meeting.

Section 4.7 Quorum; Majority Vote . Unless otherwise determined by a particular committee, at any meeting a majority of the committee members shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. If a quorum is not present at a meeting of the committee, the members present thereat may adjourn the meeting from time to time, without notice other than an announcement at the meeting until a quorum is present.

Section 4.8 Action by Consent . Any action required or permitted to be taken at any committee meeting may be taken without such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of such committee.

Section 4.9 Compensation . Compensation of committee members shall be fixed pursuant to the provisions of Section 3.13.

ARTICLE 5

NOTICE

Section 5.1 Form of Notice . Whenever required by law, the Articles of Incorporation or these Bylaws, notice is to be given to any director or stockholder, and no provision is made as to how such notice shall be given, such notice may be given: (a) in writing, by mail, postage prepaid, addressed to such director or stockholder at such address as appears on the books and records of the Corporation or its transfer agent; or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail.

Section 5.2 Waiver . Whenever any notice is required to be given to any stockholder or director of the Corporation as required by law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or director at a meeting shall constitute a waiver of notice of such meeting, except where such stockholder or director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE 6

OFFICERS AND AGENTS

Section 6.1 In General . The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Treasurer, and a Secretary. The Board of Directors may also elect a Chairman, an Executive Chairman, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any two or more offices may be held by the same person.

Section 6.2 Election . The Board of Directors, at its first meeting after each annual meeting of stockholders, shall elect the officers, none of whom need be a member of the Board of Directors.

Section 6.3 Other Officers and Agents . The Board of Directors may also elect and appoint such other officers and agents as it shall deem necessary, who shall be elected and appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 6.4 Salaries . The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or any committee of the Board, if so authorized by the Board.

Section 6.5 Term of Office and Removal . Each officer of the Corporation shall hold office until his death, or his resignation or removal from office, or the election and qualification of his successor, whichever shall first occur. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, for or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

Section 6.6 Employment and Other Contracts . The Board of Directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined to specific instances. The Board of Directors may, when it believes the interest of the Corporation will best be served thereby, authorize executive employment contracts which will contain such terms and conditions as the Board of Directors deems appropriate.

Section 6.7 Executive Chairman. The Executive Chairman shall preside at all meetings of the stockholders of the Corporation and at all meetings of the Board of Directors and shall exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors.

Section 6.8 Chairman . The Chairman shall be an officer and principal executive of the Corporation and shall provide advice to, and guide and assist the Corporation’s Chief Executive Officer and have such other duties as may from time to time be assigned to him or her by the Board of Directors. The Chairman, shall, in the absence of the Executive Chairman, preside at meetings of the Board of Directors and stockholders of the Corporation.

Section 6.9 Chief Executive Officer . The Chief Executive Officer shall have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall regularly communicate with the Chairman and shall perform all duties which from time to time may be requested of him or her by the Chairman and the Board of Directors. The Chief Executive Officer, shall, in the absence of both the Chairman and the Executive Chairman, preside at meetings of the Board of Directors and stockholders of the Corporation.

Section 6.10 President . The President shall be subject to the direction of the Board of Directors, the Chairman and the Chief Executive Officer and shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. The President shall see that the officers carry all other orders and resolutions of the Board of Directors into effect. The President shall execute all authorized conveyances, contracts, or other obligations in the name of the Corporation except where required by law to be otherwise signed and executed and except where the signing and execution shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation or reserved to the Board of Directors or any committee thereof. The President shall preside at all meetings of the stockholders of the Corporation and all meetings of the Board of Directors in the absence of the Executive Chairman, Chairman and the Chief Executive Officer. The President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6.11 Chief Operating Officer . The Chief Operating Officer shall be subject to the direction of the Chairman, the Executive Chairman and the Board of Directors and shall have day-today managerial responsibility for the operation of the Corporation.

Section 6.12 Chief Financial Officer . The Chief Financial Officer shall be subject to the direction of the Chairman, the Executive Chairman and the Board of Directors and shall have day-today managerial responsibility for the finances of the Corporation.

Section 6.13 Vice Presidents . Each Vice President shall have such powers and perform such duties as the Board of Directors or any committee thereof may from time to time prescribe, or as the President may from time to time delegate to him or her. In the absence or disability of the President, any Vice President may perform the duties and exercise the powers of the President.

Section 6.14 Secretary . The Secretary shall attend all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall perform like duties for the Board of Directors when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors under whose supervision he or she shall be. He or she shall keep in safe custody the seal of the Corporation. He or she shall be under the supervision of the President. He or she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

Section 6.15 Assistant Secretaries . Each Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him or her.

Section 6.16 Treasurer . The Treasurer shall have the custody of all corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the Directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board of Directors may prescribe or the President may from time to time delegate.

Section 6.17 Assistant Treasurers . Each Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him or her.

Section 6.18 Bonding . If required by the Board of Directors, all or certain of the officers shall give the Corporation a bond, in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of their office and for the restoration to the Corporation, in case of their death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation.

ARTICLE 7

CERTIFICATES OF SHARES

Section 7.1 Form of Certificates . The Corporation may, but is not required to, deliver to each stockholder a certificate or certificates, in such form as may be determined by the Board of Directors, representing shares to which the stockholder is entitled. Such certificates shall be consecutively numbered and shall be registered on the books and records the Corporation or its transfer agent as they are issued. Each certificate shall state on the face thereof the holder’s name, the number, class of shares, and the par value of such shares or a statement that such shares are without par value.

Section 7.2 Shares without Certificates . The Board of Directors may authorize the issuance of uncertificated shares of some or all of the shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered to the Corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided by the Nevada Revised Statutes, the rights and obligations of stockholders are identical whether or not their shares of stock are represented by certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the stockholder a written statement containing the information required on the certificates pursuant to Section 7.1. At least annually thereafter, the Corporation shall provide to its stockholders of record, a written statement confirming the information contained in the informational statement previously sent pursuant to this Section.

Section 7.3 Lost Certificates . The Board of Directors may direct that a new certificate be issued, or that uncertificated shares be issued, in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Corporation for the transfer or a new certificate or uncertificated shares.

Section 7.4 Transfer of Shares . Shares of stock shall be transferable only on the books of the Corporation or its transfer agent by the holder thereof in person or by his duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 7.5 Registered Stockholders . The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE 8

GENERAL PROVISIONS

Section 8.1 Dividends . Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Corporation, subject to the provisions of the Nevada Revised Statutes and the Articles of Incorporation. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any dividend, such record date to be not more than sixty days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than sixty days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend shall be the record date.

Section 8.2 Reserves . There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the extent so reserved shall not be available for the payment of dividends or other distributions by the Corporation.

Section 8.3 Telephone and Similar Meetings . Stockholders, directors and committee members may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 8.4 Books and Records . The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its stockholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each.

Section 8.5 Checks and Notes . All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 8.6 Loans . No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 8.7 Fiscal Year . The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

Section 8.8 Seal . The Corporation may have a seal, and such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Any officer of the Corporation shall have authority to affix the seal to any document requiring it.

Section 8.9 Indemnification . The Corporation shall indemnify its directors to the fullest extent permitted by the Nevada Revised Statutes and may, if and to the extent authorized by the Board of Directors, so indemnify its officers and any other person whom it has the power to indemnify against liability, reasonable expense or other matter whatsoever.

Section 8.10 Insurance . The Corporation may at the discretion of the Board of Directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in Section 8.9 against any and all liability incurred by such person in any such position or arising out of his status as such.

Section 8.11 Resignation . Any director, officer or agent may resign by giving written notice to the President or the Secretary. Such resignation shall take effect at the time specified therein or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 8.12 Off-Shore Offerings . In all offerings of securities pursuant to Regulation S of the Securities Act of 1933, as amended (the “ Act ”), the Corporation shall require that its stock transfer agent refuse to register any transfer of securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Act or an available exemption thereunder.

Section 8.13 Amendment of Bylaws . These Bylaws may be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the Directors present at such meeting.

Section 8.14 Invalid Provisions . If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as possible and reasonable, shall be valid and operative.

Section 8.15 Relation to Articles of Incorporation . These Bylaws are subject to, and governed by, the Articles of Incorporation.

Exhibit 4.1

CERTIFICATE OF DESIGNATION

SERIES E CONVERTIBLE PREFERRED STOCK

YOU ON DEMAND HOLDINGS, INC.

Pursuant to Section 78.1955 of the Private Corporations Law of the State of Nevada

YOU ON DEMAND HOLDINGS, INC. (the “ Corporation ”), a corporation organized and existing under the Private Corporations Law of the State of Nevada, in accordance with the provisions of Section 78.1955 thereof, DOES HEREBY CERTIFY:

That pursuant to the authority vested in the Board of Directors of the Corporation (the “ Board ”) in accordance with the provisions of the Articles of Incorporation of the Corporation (the “ Articles of Incorporation ”), the Board on January 31, 2014 adopted the following resolution creating a series of 16,500,000 shares of Preferred Stock designated as “Series E Convertible Preferred Stock”:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Articles of Incorporation of the Corporation, a series of preferred stock, par value $0.001 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such Series E and the qualifications, limitations and restrictions thereof are as follows:

TERMS OF SERIES E CONVERTIBLE PREFERRED STOCK

Section 1. Definitions . For the purposes hereof, the following terms shall have the following meanings:

“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“ Alternate Consideration ” shall have the meaning set forth in Section 7(e). “ Base Conversion Price ” shall have the meaning set forth in Section 7(b). “ Board ” means the board of directors of the Corporation.

“ Bridge Note ” means that certain Convertible Promissory Note, dated November 4, 2013, issued by the Corporation to C Media, in the principal amount of $2,000,000.

“ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“ Buy-In ” shall have the meaning set forth in Section 6(c)(iv).

“ C Media ” shall have the meaning set forth in Section 6(d).

“ Change of Control ” means the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 50% of the voting securities of the Corporation (other than by means of conversion of Series E Preferred Stock and any Parity Securities), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 50% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) other than as contemplated by the Transaction Documents, a replacement at one time or within a one year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the Original Issue Date), or (e) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“ Closing ” means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement.

“ Closing Date ” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) each Holder’s obligations to pay the Purchase Price (as defined in the Purchase Agreement) and (ii) the Corporation’s obligations to deliver the Securities have been satisfied or waived.

“ Commission ” means the United States Securities and Exchange Commission and its staff.

“ Common Stock ” means the Corporation’s common stock, par value $0.001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

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“ Common Stock Equivalents ” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Conversion Amount ” means the sum of the Stated Value at issue. “ Conversion Date ” shall have the meaning set forth in Section 6(a). “ Conversion Price ” shall have the meaning set forth in Section 6(b).

“ Conversion Shares ” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series E Preferred Stock in accordance with the terms hereof.

“ Conversion Shares Registration Statement ” means a registration statement that registers the resale of Conversion Shares of the Holders.

“ Dilutive Issuance ” shall have the meaning set forth in Section 7(b).

“ Dilutive Issuance Notice ” shall have the meaning set forth in Section 7(b).

“ Effective Date ” means the date that the Conversion Shares Registration Statement filed by the Corporation pursuant to the registration rights provisions of the Purchase Agreement is first declared effective by the Commission.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exempt Issuance ” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, consultants or advisors of the Corporation pursuant to any stock or option plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Corporation or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any securities or other right to acquire shares issued pursuant to the Purchase Agreement and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of the Purchase Agreement, provided that such securities or rights to acquire shares have not been amended since the date of the Purchase Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of any such securities (for the avoidance of doubt, the issuance of, and adjustments to, the Corporation’s securities as set forth in the Corporation’s Information Statement filed with the Commission on May 3, 2013, and the issuance of any securities which may be issuable to Weicheng Liu pursuant to that certain Ordinary Share Purchase Agreement, dated August 30, 2010, shall be deemed to be Exempt Issuances pursuant to this subsection (b)), (c) securities issued upon a dividend payment on any of the outstanding shares of Series D Preferred Stock, (d) securities issued upon the declaration of a dividend on any of the outstanding Series E Preferred Stock, (e) securities issued upon conversion of the McMahon Note (f) securities issued upon conversion of the Bridge Note (g) securities issued in connection with technology licenses, development, marketing or other similar agreements or strategic partnerships approved by the board of directors of the Corporation and not made for capital raising purposes, (h) securities issued to consultants of the Corporation in the ordinary course of business, (i) securities issued in connection with a merger, consolidation or similar transaction between the Corporation and C Media Inc., C Media, any Holder or any Affiliate of C Media Inc., C Media or any Holder, and (j) securities issued to officers of the Corporation in lieu of cash payments for salary or any other compensation; provided that, the aggregate number of shares of Common Stock, underlying shares of Common Stock, and number of securities issued in connection with subsections (a), (g) and (h) shall not exceed 15% of the fully diluted equity interest of the Corporation. Additionally, in no event shall an exchange of Common Stock or Common Stock Equivalents for outstanding Indebtedness (i.e. Securities Act Section 3(a)(9) or 3(a)(10) exchange) be deemed an Exempt Issuance except as set forth under (e) and (f) above.

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“ Fundamental Transaction ” shall have the meaning set forth in Section 7(e).

“ GAAP ” means United States generally accepted accounting principles.

“ Holder ” shall have the meaning given such term in Section 2.

“ Indebtedness ” means (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Corporation’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.

“ Issuable Maximum ” shall have the meaning set forth in Section 6(d).

“ Junior Securities ” means the Common Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and all other Common Stock Equivalents of the Corporation other than Parity Securities and Senior Securities.

“ Liens ” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“ Liquidation ” shall have the meaning set forth in Section 5.

“ McMahon Note ” means that certain Convertible Promissory Note, dated May 10, 2012, as amended, issued by the Corporation to Shane McMahon in principal amount of $3,000,000.

“ New York Courts ” shall have the meaning set forth in Section 9(d).

“ Notice of Conversion ” shall have the meaning set forth in Section 6(a).

“ Original Issue Date ” means the date of the first issuance of any shares of the Series E Preferred Stock regardless of the number of transfers of any particular shares of Series E Preferred Stock and regardless of the number of certificates which may be issued to evidence such Series E Preferred Stock.

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“ Parity Securities ” means any shares of preferred stock or other securities of the Corporation that, as to the payment of dividends, distribution of assets, redemptions, interest payments, liquidation payments and/or any other type of payment or right, including, without limitation, distributions to be made upon the Liquidation of the Corporation, or upon the merger, Change of Control, consolidation or sale of the assets thereof, is on a parity with the Series E Preferred Stock. This definition of Parity Securities shall include, without limitation, any securities exercisable or exchangeable for or convertible into any Parity Securities.

“ Permitted Indebtedness ” means (a) the Indebtedness existing on the Original Issue Date and set forth on Schedule 3.9 attached to the Purchase Agreement and (b) lease obligations and purchase money indebtedness of up to $50,000 in the aggregate, incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets.

“ Permitted Lien ” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Corporation) have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Corporation’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Corporation’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Corporation and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens incurred in connection with Permitted Indebtedness under clause (a) thereunder, and (d) Liens incurred in connection with Permitted Indebtedness under clause (b) thereunder, provided that such Liens are not secured by assets of the Corporation or its Subsidiaries other than the assets so acquired or leased.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Purchase Agreement ” means the Series E Preferred Stock Purchase Agreement, dated as of January 31, 2014, among the Corporation and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“ Registration Statement ” means a registration statement meeting the requirements set forth in the registration rights provisions of the Purchase Agreement and covering the resale of Underlying Shares by each Holder as provided for in the Purchase Agreement.

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“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Securities ” means the Series E Preferred Stock to be issued and sold pursuant to the Purchase Agreement, and the Underlying Shares.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Senior Securities ” means any shares of preferred stock or other securities of the Corporation that, as to the payment of dividends, distribution of assets, redemptions, interest payments, liquidation payments and/or any other type of payment or right, including, without limitation, distributions to be made upon the Liquidation of the Corporation, or upon the merger, Change of Control, consolidation or sale of the assets thereof, is senior to the Series E Preferred Stock. This definition of Senior Securities shall include, without limitation, any securities exercisable or exchangeable for or convertible into any Senior Securities.

“ Series D Preferred Stock ” means the Corporation’s Series D 4% Convertible Preferred Stock, par value $0.001 per share.

“ Series E Closing Date ” means the Trading Day on which the Series E Closing (as defined in the Purchase Agreement) shall occur, all additional required documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) each Holder’s obligations to pay the purchase price for the Series E Preferred Stock and (ii) the Corporation’s obligations to deliver the Series E Preferred Stock have been satisfied or waived.

“ Series E Directors” shall have the meaning set forth in Section 4(b).

“ Series E Preferred Stock ” shall have the meaning set forth in Section 2.

“ Share Delivery Date ” shall have the meaning set forth in Section 6(c)(i).

“ Stated Value ” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“ Subsidiary ” means any subsidiary of the Corporation as set forth on Schedule 3.2 of the Purchase Agreement and shall, where applicable, also include any direct or indirect subsidiary of the Corporation formed or acquired after the date of the Purchase Agreement.

“ Successor Entity ” shall have the meaning set forth in Section 7(e).

“ Trading Day ” means a day on which the principal Trading Market is open for business.

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

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“ Transaction Documents ” means this Certificate of Designation, the Purchase Agreement, the Investor Rights Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated pursuant to the Purchase Agreement.

“ Underlying Shares ” means the shares of Common Stock issued and issuable upon conversion of the Series E Preferred Stock and issued and issuable as dividends on the Series E Preferred Stock in accordance with the terms of this Certificate of Designation.

“ Variable Rate Transaction ” means a transaction in which the Corporation (i) issues or sells any Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such Common Stock or Common Stock Equivalents or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Common Stock or Common Stock Equivalents or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Corporation or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Corporation may issue securities at a future determined price.

“ VWAP ” means, for any Trading Date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation.

Section 2. Designation, Amount and Par Value . The series of preferred stock created hereunder shall be designated as its Series E Convertible Preferred Stock (the “ Series E Preferred Stock ”) and the number of shares so designated shall be 16,500,000 (which shall not be subject to increase without the written consent of the holders of a majority of the Series E Preferred Stock (each, a “ Holder ” and collectively, the “ Holders ”)). Each share of Series E Preferred Stock shall have a par value of $0.001 per share and a stated value equal to $1.75 per share, subject to increase as set forth in Section 3 below (the “ Stated Value ”).

Section 3. Dividends .

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a) Dividends in Cash or in Kind . From (and including) the Series E Closing Date, Holders shall be entitled to receive, and the Corporation shall pay, non- cumulative dividends only when, as and if declared by the Board out of funds legally available. The form of dividend payments to each Holder shall be at the sole election of the Corporation, in cash or shares of Common Stock. Except as otherwise provided herein, if at any time the Corporation pays dividends partially in cash and partially in shares, then such payment shall be distributed ratably among the Holders based upon the number of shares of Series E Preferred Stock held by each Holder on the date such dividend is declared payable by the Board.

b) Other Securities . Neither the Corporation nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities as long as any dividends declared on the Series E Preferred Stock remain unpaid, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities or Parity Securities.

Section 4. Voting Rights .

a) As-Converted Voting . Except as otherwise required by law or expressly provided herein, each share of Series E Preferred Stock shall be entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Corporation and shall be entitled to the number of votes equal to the lesser of (i) the number of whole shares of Common Stock into which such shares of Series E Preferred Stock are convertible pursuant to the provisions hereof, at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited, and (ii) the number of whole shares of Common Stock issuable if the Conversion Price of the Series E Preferred Stock is the closing price as of the end of the Trading Day immediately preceding the Closing Date (as adjusted for stock dividends or distributions, stock splits or subdivisions, combinations, or reclassifications in the same manner as set forth in Section 7(a)). In each such case, except as otherwise required by law or expressly provided herein, the holders of shares of Series E Preferred Stock and Common Stock shall vote together and not as separate classes. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares of Common Stock into which shares of Series E Preferred Stock held by each Holder could be converted) shall be rounded down to the nearest whole number.

b) Election of Directors . The Holders of shares of Series E Preferred Stock, exclusively and as a separate class, shall be entitled to elect the number of directors of the Corporation (the “ Series E Directors ”) as shall be permissible under NASDAQ voting rights policy, including NASDAQ Stock Market Listing Rule 5640, up to a maximum of three directors. A Series E Director may be removed without cause by, and only by, the affirmative vote of the Holders of a majority of the Series E Preferred Stock, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders. If a Series E Director has not been elected or a Series E directorship is vacant for any reason, such directorship may not be filled by stockholders of the Corporation other than by the Holders of Series E Preferred Stock, voting exclusively and as a separate class. Subject to the specific voting rights of any other preferred stock of the Corporation, the holders of record of the shares of Common Stock and of any other class or series of voting stock, exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Corporation. Notwithstanding the foregoing, the number of directors which Holders of Series E Preferred Stock are entitled to appoint pursuant to this Section 4(b) shall at all times be in compliance with NASDAQ Stock Market Listing Rule 5640, including without limitation, the requirement that at such time as the Holders of shares of Series E Preferred Stock hold less than 5% at such time as the Holders of Shares of Series E Preferred Stock hold less than 5% of the total voting securities of the Corporation, the Holders shall no longer have the right to elect or remove the Series E Directors pursuant to this Section 4(b).

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c) Protective Voting Rights . So long as at least 25% of the shares of Series E Preferred Stock issued by the Corporation pursuant to the Purchase Agreement remains outstanding after the Original Issue Date, except as required to consummate transactions contemplated by the Purchase Agreement, the Corporation will not, directly or indirectly, including without limitation through merger, consolidation or otherwise, without the affirmative vote or written consent of the Holders of more than fifty percent (50%) of the outstanding Stated Value of all Series E Preferred Stock then outstanding, voting as a separate class:

i. liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any material merger acquisition or consolidation or any Change of Control, or sale of material assets, or consent to any of the foregoing, except as provided in the Purchase Agreement;

ii. amend, alter or repeal any provision of the Articles of Incorporation or Bylaws of the Corporation;

iii. alter or change the powers, preferences or rights given to the Series E Preferred Stock or alter or amend this Certificate of Designation,

iv. directly and/or indirectly, designate, issue, authorize, create or otherwise permit to exist, any additional shares of Senior Securities or Parity Securities, except in connection with an Exempt Issuance;

v. directly and/or indirectly increase the number of authorized shares of Series E Preferred Stock or increase the authorized number of shares of any other class or series of capital stock (other than in connection with an issuance of the securities pursuant to the proviso in Section 4(c)(iv);

vi. except pursuant to the Investor Rights Agreement, purchase or redeem (or permit any subsidiary to purchase or redeem) any Junior Securities, Senior Securities or Parity Securities other than redemptions of restricted stock held by employees, directors, consultants or advisors of the Corporation as required by the Corporation’s 2010 Equity Incentive Plan;

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vii. directly and/or indirectly create, incur or assume any liability or indebtedness for borrowed money that is secured other than equipment leases and Permitted Indebtedness;

viii. directly and/or indirectly create, incur or assume any liability or indebtedness, other than Permitted Indebtedness, for borrowed money that is unsecured;

ix. enter into any agreement, undertaking, or contract, written or otherwise, with respect to the acquisition of any material business, assets or property (real, personal or mixed, tangible or intangible, including stock or other equity interests in, or evidences of the indebtedness of, any other corporation, partnership or entity);

x. sell, lease, license, surrender, relinquish, encumber, pledge, transfer, amend, convey or otherwise dispose of any business, property or assets (whether tangible or intangible) having a material market value, except in the ordinary course of business of the Corporation and its Subsidiaries; provided that, the restrictions in this Section 4(c)(x) shall not apply to Jinan Guangdian Jia He Broadband Co., Ltd., Beijing China Broadband Network Technology Co., Ltd., and Shandong Lushi Media Co., Ltd. and their respective direct or indirect subsidiaries;

xi. enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required for board approval);

xii. create or hold capital stock in any subsidiary that is not wholly owned (either directly or through one or more subsidiaries) by the Corporation, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Corporation or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; provided , however , that, the restrictions in this Section 4(c)(xii) shall not apply to Jinan Guangdian Jia He Broadband Co., Ltd., Beijing China Broadband Network Technology Co., Ltd., and Shandong Lushi Media Co., Ltd. and their respective direct or indirect subsidiaries;

xiii. increase or decrease the authorized number of directors constituting the Board of Directors;

xiv. effect any material change to the Corporation’s business plan or nature of its business;

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xv. increase the number of shares of Common Stock or Common Stock Equivalents authorized under the Corporation’s stock option plan;

xvi. alter or change the powers, preferences or rights or increase the number of outstanding shares of any series of Preferred Stock;

xvii. enter into any agreement committing the Corporation to do any of the foregoing; or

xviii. approve or finalize the annual budget of the Corporation, except with the approval of the Corporation’s financial oversight committee as described in Section 5.9 of the Purchase Agreement.

Section 5. Liquidation . Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “ Liquidation ”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any declared and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series E Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders and the holders of the Parity Securities in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

Section 6. Conversion .

a) Conversions at Option of Holder . Each share of Series E Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to Section 6(d)), determined by dividing the Stated Value of such share of Series E Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “ Notice of Conversion ”). Each Notice of Conversion shall specify the number of shares of Series E Preferred Stock to be converted, the number of shares of Series E Preferred Stock owned prior to the conversion at issue, the number of shares of Series E Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such effective date, the “ Conversion Date ”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Series E Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Series E Preferred Stock to the Corporation unless all of the shares of Series E Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Series E Preferred Stock, or an affidavit of loss, promptly following the Conversion Date at issue. Shares of Series E Preferred Stock converted into Common Stock in accordance with the terms hereof shall be canceled and shall not be reissued.

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b) Conversion Price . The conversion price for the Series E Preferred Stock shall equal $1.75, subject to adjustment herein (the “ Conversion Price ”).

c) Mechanics of Conversion

i. Delivery of Certificate Upon Conversion . Not later than three (3) Trading Days after each Conversion Date (the “ Share Delivery Date ”), the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions representing the number of Conversion Shares being acquired upon the conversion of the Series E Preferred Stock. On or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, the Corporation shall use its best efforts to deliver any certificate or certificates required to be delivered by the Corporation under this Section 6 electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

ii. Failure to Deliver Certificates . If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Corporation shall promptly return to the Holder any original Series E Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

iii. Obligation Absolute; Partial Liquidated Damages . Subject to Section 6(d), the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Series E Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, or any breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided , however , that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder. In the event a Holder shall elect to convert any or all of the Stated Value of its Series E Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason. The Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a Holder’s right to pursue actual damages and all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to obtain damages pursuant to any other Section hereof or under applicable law.

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iv. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion . In addition to any other rights available to the Holder, if the Corporation fails for any reason to deliver to a Holder the applicable certificate or certificates by the Share Delivery Date pursuant to Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “ Buy-In ”), then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue and that were sold multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Series E Preferred Stock equal to the number of shares of Series E Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series E Preferred Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Series E Preferred Stock as required pursuant to the terms hereof. Notwithstanding anything contained herein to the contrary, if the Corporation is required to make payment in respect of a Buy-In for the failure to timely deliver certificates hereunder and, if the Corporation has previously paid such Holder liquidated damages under Section 6(c)(iii) in respect of the certificates resulting in such Buy-In prior to such Buy-In, such amounts paid under Section 6(c)(iii) shall be deducted from the amount to be paid in respect of such certificates pursuant to this Section 6(c)(iv)).

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v. Reservation of Shares Issuable Upon Conversion . The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series E Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of the Series E Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Series E Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

vi. Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series E Preferred Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

vii. Transfer Taxes . The issuance of certificates for shares of the Common Stock on conversion of the Series E Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders of such shares of Series E Preferred Stock and the Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

d) Automatic Conversion of Series E Shares . For so long as C Media Limited (“ C Media ”) or its Affiliates remain the Holders of a majority of the outstanding shares of Series E Preferred Stock, if C Media or its Affiliates elect to convert any shares of Series E Preferred Stock into Common Stock pursuant to this Section 6, then each other Holder of shares of Series E Preferred Stock then outstanding shall convert its Pro Rata Portion into shares of Common Stock at the applicable Conversion Price. Upon conversion by C Media or its Affiliates, as described in this Section 6(d), each other Holder of Series E Shares shall be obligated to take all such further action as may be required to effect the conversion of such Holder’s Pro Rata Portion of Series E Shares into Common Stock on the terms and according to the procedures set forth herein. For purposes of this Section 6(d), the term “Pro Rata Portion” shall mean (i) the number of shares of Series E Preferred Stock held by such Holder at the Conversion Date, multiplied by (ii) the percentage of the aggregate shares of Series E Preferred Stock held by C Media and its Affiliates that are converted pursuant to this Section 6.

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Section 7. Certain Adjustments .

a) Stock Dividends and Stock Splits . If the Corporation, at any time while the Series E Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock or any other Common Stock Equivalents on shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, the Series D Preferred Stock or the Series E Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Equity Sales . From the Original Issue Date until the date which is forty-two (42) months thereafter, if the Corporation or any Subsidiary, as applicable sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “ Base Conversion Price ” and such issuances, collectively, a “ Dilutive Issuance ”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced to equal the the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 7(b) in respect of any Exempt Issuance. If the Corporation enters into a Variable Rate Transaction, the Corporation shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible price at which such securities may be sold, converted, exercised or exchanged. The Corporation shall notify the Holders in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 7(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “ Dilutive Issuance Notice ”). For purposes of clarification, whether or not the Corporation provides a Dilutive Issuance Notice pursuant to this Section 7(b), upon the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether a Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

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c) Subsequent Rights Offerings . If the Corporation, at any time while the Series E Preferred Stock is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the VWAP on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming delivery to the Corporation in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

d) Pro Rata Distributions . If the Corporation, at any time while the Series E Preferred Stock is outstanding, distributes to all holders of Common Stock (and not to the Holders) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security (other than the Common Stock, which shall be subject to Section 7(b)), then in each such case the Conversion Price shall be adjusted by multiplying such Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors of the Corporation in good faith. In either case the adjustments shall be described in a statement delivered to the Holders describing the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

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e) Fundamental Transaction . If, at any time while the Series E Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions(other than the grant of Permitted Liens), (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “ Fundamental Transaction ”), then, upon any subsequent conversion of the Series E Preferred Stock, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Series E Preferred Stock had been convertible immediately prior to such Fundamental Transaction. For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it may receive upon any conversion of the Series E Preferred Stock following such Fundamental Transaction. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation in accordance with the provisions of this Section 7(e). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation and the other Transaction Documents referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Corporation herein.

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f) Calculations . Subject to Section 6(c)(vi), all calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

g) Notice to the Holders .

i. Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Conversion by Holder . If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to convert the Conversion Amount of the Series E Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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Section 8. No Redemption . The Series E Preferred Stock shall not be redeemable.

Section 9. Miscellaneous .

a) Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth above Attention: Chief Financial Officer, facsimile number (212) 206-9112 or such other facsimile number or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 9. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

b) Absolute Obligation . Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable, on the shares of Series E Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

c) Lost or Mutilated Series E Preferred Stock Certificate . If a Holder’s Series E Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series E Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership thereof reasonably satisfactory to the Corporation.

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d) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e) Waiver . Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

f) Severability . If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

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g) Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

h) Headings . The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

i) Status of Converted Series E Preferred Stock . Shares of Series E Preferred Stock may only be issued pursuant to the Purchase Agreement, upon conversion of the Bridge Note and upon conversion of the McMahon Note. If any shares of Series E Preferred Stock shall be converted, or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series E Convertible Preferred Stock.

*********************

RESOLVED, FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation in accordance with the foregoing resolution and the provisions of Nevada law.

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IN WITNESS WHEREOF, the undersigned have executed this Certificate this 31 ^st day of January, 2014.

/s Marc Urbach		/s/ Rene Marshman
Name: Marc Urbach		Name: Rene Marshman
Title: President and Chief Financial Officer		Title: Secretary

[Signature Page to Certificate of Designation]

ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED STOCK)

The undersigned hereby elects to convert the number of shares of Series E Convertible Preferred Stock indicated below into shares of common stock, par value $0.001 per share (the “ Common Stock ”), of YOU On Demand Holdings, Inc., a Nevada corporation (the “ Corporation ”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

Date to Effect Conversion: _____________________________________________

Number of shares of Series E Preferred Stock owned prior to Conversion: _______________

Number of shares of Series E Preferred Stock to be Converted: ________________________

Stated Value of shares of Series E Preferred Stock to be Converted: ____________________

Number of shares of Common Stock to be issued: ___________________________

Applicable Conversion Price: ____________________________________________

Number of shares of Series E Preferred Stock subsequent to Conversion: ________________

Address for Delivery: ______________________
or
DWAC Instructions:
Broker no: _________
Account no: ___________

[HOLDER]

By:______________________________
Name:
Title:

Exhibit 10.1

Execution Version

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

Table of Contents

Page

ARTICLE 1 DEFINITIONS		1
1.1	Definitions	1
ARTICLE 2 PURCHASE AND SALE OF SERIES E PREFERRED STOCK		9
2.1	Purchase and Sale of Series E Preferred Stock	9
2.2	Certification of Designation	9
2.3	Closing	9
2.4	Use of Proceeds	10
2.5	Additional Issuances; Adjustment	10
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		11
3.1	Corporate Existence and Power	11
3.2	Subsidiaries	11
3.3	Corporate Authorization; No Contravention	12
3.4	Governmental Authorization; Third Party Consents	12
3.5	Binding Effect	13
3.6	Capitalization of the Company and its Subsidiaries	13
3.7	Commission Documents; Sarbanes-Oxley Compliance	14
3.8	Absence of Certain Developments	15
3.9	Indebtedness; No Undisclosed Liabilities	15
3.10	Compliance with Laws; Licenses	16
3.11	Litigation	16
3.12	Material Contracts	16
3.13	Environmental	17
3.14	Taxes	18
3.15	Title to Property and Assets; Leases	18
3.16	Compliance with ERISA	19
3.17	Labor Relations; Employees	20
3.18	Certain Payments	21
3.19	Insurance	21
3.20	Intellectual Property	21
3.21	Affiliate Transactions	22
3.22	Investment Company Act	22
3.23	Private Offering	23

3.24	Board Approval; Stockholder Approval	23
3.25	Series E Preferred Stock	23
3.26	No Brokers or Finders	24
3.27	Disclosure	24
3.28	Suitability	24
3.29	Off Balance Sheet Arrangements	24
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		24
4.1	Existence and Power	24
4.2	Authorization; No Contravention	24
4.3	Governmental Authorization; Third Party Consents	25
4.4	Binding Effect	25
4.5	Investment Representations.	25
4.6	Receipt of Information	26
4.7	No Brokers or Finders	26
4.8	Sufficient Funds	26
4.9	Litigation	26
4.10	No General Solicitation.	26
4.11	Prohibited Transactions.	26
4.12	Reliance on Exemptions.	26
4.13	Affiliates	27
ARTICLE 5 COVENANTS		27
5.1	Conduct of Business	27
5.2	No Solicitation	29
5.3	Regulatory Approval; Litigation	31
5.4	Board of Directors; Compensation Committee	31
5.5	Access	31
5.6	Employee Benefits Matters	32
5.7	Consents and Amendments	32
5.8	Legends	32
5.9	Financial Oversight Committee	32
5.10	Management Following Closing	32
5.11	Non-Solicitation	33
ARTICLE 6 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PURCHASER TO CLOSE		33
6.1	Conditions to Closing	33

ARTICLE 7 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO CLOSE		35
7.1	Conditions to Closing	35
ARTICLE 8 RIGHT OF FIRST OFFER; OTHER AGREEMENTS OF THE COMPANY		36
8.1	Registration Rights	36
8.2	Rule 144	38
8.3	Availability of Common Stock	38
8.4	No Rights Plan	38
ARTICLE 9 INDEMNIFICATION		39
9.1	Indemnification	39
9.2	Terms of Indemnification	39
ARTICLE 10		39
10.1	Termination of Agreement	40
10.2	Effect of Termination	40
ARTICLE 11 MISCELLANEOUS		40
11.1	Survival	40
11.2	Fees and Expenses	40
11.3	Notices	40
11.4	Successors and Assigns	42
11.5	Amendment and Waiver	43
11.6	Counterparts	43
11.7	Headings	43
11.8	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	43
11.9	Severability	44
11.10	Entire Agreement	44
11.11	Further Assurances	44
11.12	Public Announcements	44
11.13	Subsidiaries	44
11.14	Specific Performance	44
11.15	Purchaser Representative	44

iii

Exhibits

Exhibit A – Series E Certificate of Designation

Exhibit B – Board of Directors and Compensation Committee

Exhibit C – Required Consents

Exhibit D – Financial Oversight Committee

Exhibit E – Management Team

Exhibit F – Forms of Legal Opinions

Exhibit G – Voting Agreement

Exhibit H – Form of Employment Agreement

SERIES E PREFERRED STOCK PURCHASE AGREEMENT

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”).

WHEREAS, the Company proposes to issue and sell to the Purchasers, and the Purchasers propose to buy, for an aggregate purchase price of $25,000,000, an aggregate of 14,285,714 shares (subject to adjustment pursuant to Section 2.5) of Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”); and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

1.1 Definitions . As used in this Agreement, and unless the context requires a different meaning, the following terms shall have the meanings set forth below:

“Accredited Investor” has the meaning assigned to such term in Section 4.5(b) .

“Acquisition Proposal” has the meaning assigned to such term in Section 5.2.

“Actions” means actions, causes of action, suits, claims, complaints, demands, litigations or legal, administrative or arbitral proceedings.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and, for purposes of Section 3.21 only, with respect to any individual, the spouse, parent, sibling, child, step-child, grandchild, niece or nephew of such individual or the spouse thereof and any trust for the benefit of such Stockholder or any of the foregoing. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of Voting Securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” has the meaning assigned to such term in the Preamble.

“Amended and Restated By-laws” has the meaning assigned to such term in Section 6.1(n) .

“Articles of Incorporation” means the articles of incorporation of the Company, as the same may have been amended and in effect as of the Closing Date.

“associate” has the meaning assigned in Rule 12b-2 promulgated by the Commission under the Exchange Act.

“beneficially own” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act, as in effect on the date hereof.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee thereof.

“Bridge Financing” means all of the transactions contemplated by the Bridge Note and any agreements referred to in the Bridge Note.

“Bridge Note” means that certain Convertible Promissory Note, dated November 4, 2013, issued by the Company to the Original Purchaser, in principal amount of $2,000,000.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in New York City are authorized or obligated by Law or executive order to remain closed.

“Bylaws” means the bylaws of the Company, as the same may have been amended and in effect as of the Closing Date.

“Certificate of Designation” means the certificate of designation setting forth the designation, powers and preferences of the Series E Preferred Stock, substantially in the form attached hereto as Exhibit A .

“Claims” means losses, claims, damages or liabilities, joint or several, Actions or proceedings (whether commenced or threatened).

“Closing” has the meaning assigned to such term in Section 2.3.

“Closing Date” has the meaning assigned to such term in Section 2.3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Collective Bargaining Agreement” has the meaning assigned to such term in Section 3.17(a) .

“Commission” means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“Common Stock” means the Common Stock, par value $0.001 per share, of the Company.

“Company” has the meaning assigned to such term in the Preamble.

“Company Agreements” has the meaning assigned to such term in Section 3.1.

“Company Benefit Plans” means all employee benefit plans providing benefits to any current or former employee or director of the Company or any of its Subsidiaries or any beneficiary or dependent thereof that are sponsored or maintained by the Company or any of its Subsidiaries or ERISA Affiliates or to which the Company or any of its Subsidiaries or ERISA Affiliates contributes or is obligated to contribute, including without limitation all employee welfare benefit plans within the meaning of Section 3(1) of ERISA, all employee pension benefit plans within the meaning of Section 3(2) of ERISA, and all bonus, incentive, deferred compensation, vacation, stock purchase, stock option, restricted stock, severance, termination pay and fringe benefit plans.

“Company Options” has the meaning assigned to such term in Section 3.6.

“Confidentiality Agreement” means the confidentiality agreement dated March 22, 2013, between the Original Purchaser and the Company.

“Contemplated Transactions” means the transactions contemplated by this Agreement and the exhibits hereto, including, without limitation, the adoption of the Certificate of Designation; the issuance, purchase and sale of the Series E Preferred Stock; the exchange of the Series D Preferred Stock held by the Original Purchaser for additional Series E Preferred Stock issued by the Company; the conversion of the Bridge Note held by the Original Purchaser into Series E Preferred Stock issued by the Company; the exchange by the Original Purchaser of certain Series E Exchange Shares for all outstanding shares of the Company’s Series A Preferred Stock held by Shane McMahon as described in Section 2.1; the issuance of the Series E Note Shares upon conversion of the McMahon Note in accordance with its terms; and the reconstitution of the Board of Directors of the Company and the Compensation Committee as set forth on Exhibit B .

“Contractual Obligation” means, as to any Person, any agreement, undertaking, contract, indenture, mortgage, deed of trust, credit agreement, note, evidence of indebtedness or other instrument, written or otherwise, to which such Person is a party or by which it or any of its property is bound.

“Conversion Shares” has the meaning assigned to such term in Section 4.5(c) .

“Decrees” has the meaning assigned to such term in Section 3.10(a) .

“Employment Agreement” means a contract, offer letter or agreement of the Company or any of its Subsidiaries with or addressed to any individual who is rendering or has rendered services thereto as an employee or consultant, pursuant to which the Company or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services.

“Environmental Claim” means any claim, action, cause of action, investigation of which the Company or any of its Subsidiaries has knowledge, or written notice by any Person to the Company or any of its Subsidiaries alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (a) the presence, or release into the environment, of any Material of Environmental Concern at any location, or (b) circumstances forming the basis of any violation or liability, or alleged violation or liability, of any Environmental Law.

“Environmental Laws” means all Federal, state, local, and foreign statute, Law, regulation, ordinance, rule, common Law, judgment, order, decree or other governmental requirement or restriction relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata and natural resources), including, without limitation, Laws relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern; provided that Environmental Laws does not include the Occupational Safety and Health Act or any other similar Requirement of Law governing worker safety or workplace conditions.

“Equitable Principles” means applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, regardless of whether in a proceeding at equity or at Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder from time to time.

“ERISA Affiliate” means each entity which is a member of a “controlled group of corporations,” under “common control” or an “affiliated service group” with the Company or its Subsidiaries within the meaning of Sections 414(b), (c) or (m) of the Code, or required to be aggregated with the Company or its Subsidiaries under Section 414(o) of the Code, or is under “common control” with the Company or its Subsidiaries, within the meaning of Section 4001(a)(14) of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the Commission from time to time.

“Existing Plans” has the meaning assigned to such term in Section 3.6.

“FINRA” means the Financial Industry Regulatory Authority.

“Fully Diluted Basis” has the meaning assigned to such term in Section 2.1.

“GAAP” means United States generally accepted accounting principles.

“Governmental Authority” means the government of any nation, state, city, locality or other political subdivision of any thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or any international regulatory body or self-regulatory organization having or asserting jurisdiction over a Person, its business or its properties.

“Indebtedness” means (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.

“Intellectual Property” has the meaning assigned to such term in Section 3.20.

“Investor Rights Agreement” means the Right of First Refusal and Co-Sale Agreement, dated as of July 5, 2013, by and among the Company, the Original Purchaser, Shane McMahon and Weicheng Liu.

“IRS” means the Internal Revenue Service.

“knowledge of the Company” means the actual knowledge of the chairman or any executive officer of the Company or any of its Subsidiaries, after due inquiry of those persons employed by the Company or its Subsidiaries charged with administrative or operational responsibility for such matter.

“Law” means all Federal, state, local, and foreign statute, law, regulation, ordinance, rule, common law, judgment, order, decree or other governmental requirement or restriction of all applicable jurisdictions.

“Leases” has the meaning assigned to such term in Section 3.15.

“Licenses” has the meaning assigned to such term in Section 3.10(b) .

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), voting or other restriction, preemptive right or other security interest of any kind or nature whatsoever.

“Mandatory Effectiveness Period” shall mean the period from the date that a Registration Statement is declared effective by the Commission until the earlier to occur of the date when all Registrable Securities covered by a Registration Statement (a) either have been sold pursuant to a Registration Statement or an exemption from the registration requirements of the Securities Act; or (b) pursuant to a written opinion of counsel reasonably acceptable to the Company, may be sold pursuant to Rule 144(b)(1) without any limitations.

“Mandatory Registration Statement” has the meaning assigned to such term in Section 8.1(a) .

“Material Adverse Effect” means any material adverse change in or affecting (i) the business, properties, assets, liabilities, operations, results of operations (financial or otherwise), condition, or prospects of the Company and its Subsidiaries taken as a whole or (ii) the ability of the Company or any of the Company’s Subsidiaries to consummate the Contemplated Transactions; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: (A) any change in the market price or trading volume of the capital stock of the Company after the date hereof (B) any changes, events or occurrences in the United States securities markets which are not specific to the Company, (C) any changes, events, developments or effects resulting from general economic conditions, which are not specific to the Company or its Subsidiaries and which do not affect the Company or its Subsidiaries in a materially disproportionate manner and (D) any changes resulting from the execution or announcement of this Agreement and the Contemplated Transactions.

“Material Contracts” has the meaning assigned to such term in Section 3.12(a) .

“Materials of Environmental Concern” means chemicals, pollutants, contaminants, industrial, toxic or hazardous wastes, substances or constituents, petroleum and petroleum products (or any by-product or constituent thereof), asbestos or asbestos-containing materials, lead or lead-based paints or materials, PCBs, or radon, or any other materials that are regulated by, or may form the basis of liability under, any Environmental Law.

“McMahon Note” has the meaning assigned to such term in Section 2.4. “NASDAQ” means The Nasdaq Stock Market Inc.’s National Market System. “NPCL” has the meaning assigned to such term in Section 3.24(a) .

“NYSE” means the New York Stock Exchange.

“Original Purchaser” has the meaning assigned to such term in the Preamble.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, company, limited liability company, trust, unincorporated association, Governmental Authority, or any other entity of whatever nature.

“Preferred Stock” has the meaning assigned to such term in Section 3.6.

“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Purchase Price” has the meaning assigned to such term in Section 2.1. “Purchasers” has the meaning assigned to such term in the Preamble. “Purchaser Indemnitee” has the meaning assigned to such term in Section 9.1.

“Purchaser Representative” shall mean the representative of the Purchasers for the purposes described in this Agreement in connection with the Contemplated Transactions, which, unless otherwise agreed by the parties in writing, shall be C Media Limited.

“Qualified Acquisition Proposal” has the meaning assigned to such term in Section 5.2.

“Registrable Securities” means the Common Stock and other securities, if any, issuable upon conversion of Series E Preferred Stock (including, without limitation, the Series E Exchange Shares and the Series E Note Shares and any securities issued pursuant to the rights set forth in Section 8.1), in each case until any such security is effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering it or is distributed to the public by the holder thereof pursuant to Rule 144.

“Registration Cap” has the meaning assigned to such term in Section 8.1(e) .

“Registration Statement” means any registration statement of the Company under the Securities Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement (including post-effective amendments), all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Restricted Period” has the meaning assigned to such term in Section 5.1(a) .

“Required Vote” has the meaning assigned to such term in Section 3.24(b) .

“Requirement of Law” means, as to any Person, the certificate of incorporation and bylaws or other organizational or governing documents of such Person, and any Law (including, without limitation, Laws related to Taxes and Environmental Laws), treaty, rule, regulation, ordinance, qualification, standard, license or franchise or determination of an arbitrator or a court or other Governmental Authority, including the NYSE or NASDAQ or any national securities exchange or automated quotation system on which the Common Stock is listed or admitted to trading, in each case applicable to, or binding upon, such Person or any of its property or to which such Person or any of its property is subject or pertaining to any or all of the transactions contemplated hereby.

“Return” has the meaning assigned to such term in Section 5.1(a)(ix) .

“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC Reports” means each registration statement, report, proxy statement or information statement (other than preliminary materials) or other documents filed by the Company or any of its Subsidiaries with the Commission pursuant to the Securities Act or the Exchange Act or the rules and regulations thereunder since January 1, 2010, each in the form (including exhibits and any amendments) filed with the Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the Commission from time to time.

“Series A Preferred Stock” means the Company’s Series A Convertible Preferred Stock.

“Series C Preferred Stock” means the Company’s Series C Convertible Preferred Stock.

“Series D Financing” means the issuance of Series D Preferred Stock pursuant to the Series D Purchase Agreement and agreements referred to in the Series D Purchase Agreement.

“Series D Preferred Stock” means the Company’s Series D 4% Convertible Preferred Stock.

“Series D Purchase Agreement” shall mean the Series D Stock Purchase Agreement, by and between the Company and the Original Purchaser, dated as of July 5, 2013, as amended as of November 4, 2013.

“Series E Exchange Shares” means 933,333 shares of Series E Preferred Stock represented by certificate number E-002 to be issued by the Company and delivered to the Original Purchaser.

“Series E Note Shares” means the maximum number of Series E Preferred Stock issuable pursuant to the McMahon Note.

“Series E Preferred Stock” has the meaning assigned to such term in the Recitals hereto.

“Shares” mean the shares of Common Stock.

“Subsidiary” of any specified Person means any other Person more than 50% of the outstanding voting securities of which is owned or controlled, directly or indirectly, by such specified Person or by one or more other Subsidiaries of such specified Person, or by such specified Person and one or more other Subsidiaries of such specified Person. For the purposes of this definition, “voting securities” means securities which ordinarily have voting power for the election of directors (or other Persons having similar functions), whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency, or other ownership interests ordinarily constituting a majority voting interest.

“Tax Claim” has the meaning assigned to such term in Section 5.1(a)(ix) .

“Tax” or “Taxes” means any taxes, assessment, duties, fees, levies, imposts, deductions, or withholdings, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, license, payroll, transaction, capital, net worth and franchise taxes, estimated taxes, withholding, employment, social security, workers’ compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes, or other governmental charges of any nature whatsoever, imposed by any taxing authority of any government or country or political subdivision of any country, and any liabilities with respect thereto, including any penalties, additions to tax, fines or interest thereon and includes any liability for Taxes of another Person by Contract, as a transferee or successor, under Treasury Regulation 1.1502 -6 or analogous state, local or foreign Requirement of Law provision or otherwise.

“Trading Affiliates” has the meaning assigned to such term in Section 4.11.

“Voting Securities” means any class or classes of stock of the Company pursuant to which the holders thereof have the general power under ordinary circumstances to vote with respect to the election of the Board of Directors, irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency.

ARTICLE 2
PURCHASE AND SALE OF SERIES E PREFERRED STOCK

2.1 Purchase and Sale of Series E Preferred Stock . Subject to the terms set forth herein and in reliance upon the representations set forth below, the Company shall issue to the Purchaser an aggregate of 14,285,714 shares of Series E Preferred Stock (subject to adjustment pursuant to Section 2.5) which shall represent (i) 1,142,857 shares of Series E Preferred Stock to be issued by the Company to the Original Purchaser upon the conversion of the Bridge Note, (ii) 10,857,143 shares of Series E Preferred Stock which shall be sold by the Company to the Purchasers for an aggregate purchase price of $19,000,000 ($1.75 per share of Series E Preferred Stock) (the “Purchase Price”), and (iii) 2,285,714 shares of Series E Preferred Stock to be issued and delivered by the Company in consideration for which the Original Purchaser shall contribute, assign, transfer, convey and deliver to the Company, all of such Original Purchaser’s right, title and interest in and to all 2,285,714 shares of Series D Preferred Stock held by the Original Purchaser. Immediately following issuance of all the shares of Series E Preferred Stock described in Sections 2.1(i), (ii) and (iii), the Purchasers shall own 41.1% of the equity of the Company on a fully diluted basis (i.e., assuming the exercise of all Company Options (whether or not vested) and the issuance of all shares of Common Stock listed on Schedule 3.6, the granting and exercise of all the options or securities allowed pursuant to Section 5.6(c), and the conversion of the Series E Preferred Stock into Common Stock, all as of the Closing (“Fully Diluted Basis”)), excluding, for purposes of this calculation, shares of Common Stock and options to purchase shares of Common Stock to be issued or granted to Michael Birkin, Michael Jackson and James Cassano as set forth on Schedule 3.6.

2.2 Certification of Designation . The Series E Preferred Stock shall have the powers, rights and other terms set forth in the form of Certificate of Designation attached hereto as Exhibit A .

2.3 Closing . Subject to the last sentence of this Section 2.3, the issuance, sale and purchase of the Series E Preferred Stock and the exchange of the Series D Preferred Stock shall take place at a closing (the “Closing”) to be held at the offices of Reed Smith, 599 Lexington Ave., New York, New York (except that the Closing may be conducted as a “virtual closing”, with the parties providing signature pages to each other electronically or via facsimile), at 10:00 A.M., local time, on the Closing Date. On the first Business Day after the conditions set forth in Sections 6.1 and 7.1 (other than those to be satisfied on the Closing Date, which shall be satisfied or waived on such date) have been satisfied or waived by the party entitled to waive such conditions or such later date and time as the parties may agree in writing (the “Closing Date”), each Purchaser shall (a)(i) deliver to the Company by wire transfer in immediately available funds to an account or accounts designated in writing by the Company to the Purchasers on the Closing Date, funds in an amount equal to the portion of the Purchase Price set forth across from the name of such Purchaser on Schedule 2.3(a) (which funds will be used by the Company in accordance with Section 2.4), (ii) make or cause to be made the deliveries applicable to such Purchaser set forth in Section 7.1 and (iii) solely with respect to the Original Purchaser, deliver to the Company the original Bridge Note and (b) the Company shall (i) issue and deliver to the Purchasers all of the shares of the Series E Preferred Stock, including those shares of Series E Preferred Stock deliverable pursuant to Sections 2.1(i), (ii) and (iii), registered as directed in writing by the Purchaser Representative and (ii) make or cause to be made the deliveries set forth in Section 6.1. In no event shall the Company, by reason of this Section 2.3, any of the other terms of this Agreement or otherwise, be obligated to deliver to any Purchaser any shares of Series E Preferred Stock unless and until the Company has received payment from that Purchaser of the full amount of the Purchase Price set forth across from that Purchaser’s name on Schedule 2.3(a) .

2.4 Use of Proceeds . In the event Shane McMahon does not elect to convert that certain Convertible Promissory Note, dated May 10, 2012, as amended (the “McMahon Note”), into equity of the Company, a portion of the Purchase Price shall be used to fully pay the principle and unpaid interest of the McMahon Note and the balance of the Purchase Price shall be used by the Company for general working capital purposes as approved by the Board including at least one director designated by the holders of Series E Preferred Stock, and the Company shall not, without the prior written consent of the Purchaser, use such monies for other purposes.

2.5 Additional Issuances; Adjustment .

(a) In the event that at any time after the Closing the representation and warranty set forth in the last sentence of Section 3.6 is determined not to have been true as of the Closing, the Company shall issue to the Purchasers, pro rata, at no cost to the Purchasers, and as an adjustment to the purchase prices paid by each of the Purchasers per share of Series E Preferred Stock, an additional amount of Series E Preferred Stock, distributed among the Purchasers pro rata in accordance with the amounts set forth on Schedule 2.3(a), such that, if such issuance of additional Series E Preferred Stock had been made at the Closing, such representation and warranty would have been true and accurate in all respects at the Closing.

(b) If at the time of any required adjustment pursuant to Section 2.5(a), all shares of Series E Preferred Stock have been converted into shares of Common Stock or other equity security, such as Series E Preferred Stock, the Company shall promptly issue to the Purchasers, at no cost to the Purchasers and as an adjustment to the purchase price paid by each Purchaser per share of Series E Preferred Stock, an additional amount and kind of equity security, distributed among the Purchasers pro rata in accordance with the amounts set forth on Schedule 2.3(a), equal to the amount and kind of equity security issuable upon the conversion or for which the Series E Preferred Stock has been converted into (based on the conversion ratio in effect at the time the last shares of Series E Preferred Stock were converted into shares of Common Stock or such other equity security such as Series E Preferred Stock) of the amount of Series E Preferred Stock which would have been issued with respect to such adjustment pursuant to Section 2.5(a) if such adjustment had been made immediately prior to the time the last shares of Series E Preferred Stock were converted into shares of Common Stock.

(c) Any additional shares of Series E Preferred Stock and Common Stock issued to the Purchasers pursuant to this Section 2.5 shall be treated as if they were issued at the Closing and shall reflect any dividends or other distributions which would have accrued or have been payable with respect to, and the application of any anti-dilution, ratable treatment or similar provisions (as set forth in the Articles of Incorporation, Certificate of Designation, applicable Law or otherwise) which would have been applicable to, such shares of Series E Preferred Stock and Common Stock had they been issued at the Closing.

(d) In connection with any issuances of stock pursuant to this Section 2.5, the Company (i) shall take all action necessary to cause its Articles of Incorporation or Certificate of Designation to be amended to increase the authorized capital of the Company to permit such issuances and (ii) shall reserve a sufficient number of shares of Common Stock for issuance to the Purchasers upon the conversion of any shares of Series E Preferred Stock so issued. Any shares of Series E Preferred Stock or Common Stock issued to the Purchasers pursuant to this Section 2.5 shall, when issued, be validly issued and fully paid and nonassessable with no personal liability attaching to the ownership thereof and free and clear of all Liens.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser as follows:

3.1 Corporate Existence and Power . The Company (a) is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada; (b) has all requisite corporate power and authority to own and operate its properties, to lease the properties it operates as lessee and to carry on its business as currently conducted and currently contemplated to be conducted; and (c) has (or will have, as applicable) all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Certificate of Designation (collectively, the “Company Agreements”). The Company is duly qualified to do business as a foreign corporation in, and is in good standing under the Laws of, each jurisdiction in which the conduct of its business or the nature of the property owned requires such qualification except where the failure to be so qualified or in good standing, individually or in the aggregate would not be materially adverse to the Company.

3.2 Subsidiaries . Except as set forth on Schedule 3.2, the Company has no Subsidiaries and no interest or investments in any corporation, partnership, limited liability company, trust or other entity or organization. Each Subsidiary listed on Schedule 3.2 has been duly organized, is validly existing and in good standing under the Laws of the jurisdiction of its organization, has all requisite corporate (or, in the case of an entity other than a corporation, other) power and authority to own and operate its properties, to lease the properties it operates as lessee and to carry on its business as currently conducted and currently contemplated to be conducted, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the nature of its properties requires such qualification except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not be materially adverse to the Company. Except as set forth on Schedule 3.2, all of the issued and outstanding stock (or equivalent interests) of each Subsidiary set forth on Schedule 3.2 has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company free and clear of any Liens and there are no rights, options or warrants outstanding or other agreements to acquire shares of stock (or equivalent interests) of such Subsidiary. Schedule 3.2 sets forth the capitalization of each of the Subsidiaries, including the amount and kind of equity interests held by the Company in the Subsidiary and the percentage interest represented thereby.

3.3 Corporate Authorization; No Contraventio n. The execution, delivery and performance by the Company of each Company Agreement and the consummation of the transactions contemplated thereby, (a) subject to the satisfaction of the matters described in Section 3.24(b), have been duly authorized by all necessary corporate action of the Company; (b) do not contravene the terms of the Articles of Incorporation or Bylaws or the organizational documents of its Subsidiaries; (c) do not entitle any Person to exercise any statutory or contractual preemptive rights to purchase shares of capital stock or any equity interest in the Company, other than pursuant to the Investor Rights Agreement and (d) subject to receipt or satisfaction of the approvals, consents, exemptions, authorizations or other actions, notices or filings set forth on Schedule 3.4, and do not violate or result in any breach or contravention of, a default under, or an acceleration of any obligation under or the creation (with or without notice, lapse of time or both) of any Lien under, result in the termination or loss of any right or the imposition of any penalty under any Contractual Obligation of the Company or its Subsidiaries or by which their respective assets or properties are bound or any Requirement of Law applicable to the Company or its Subsidiaries or by which their respective assets or properties are bound. Except as set forth on Schedule 3.3, no event has occurred and no condition exists which (upon notice or the passage of time or both) would constitute, or give rise to: (i) any breach, violation, default, change of control or right to cause the Company to repurchase or redeem under, (ii) any Lien on the assets of the Company or any of its Subsidiaries under, (iii) any termination right of any party, or any loss of any right or imposition of any penalty, under or (iv) any change or acceleration in the rights or obligations of any party under, any material Contractual Obligation of the Company or its Subsidiaries (or by which their respective assets or properties are bound) or the Articles of Incorporation or Bylaws or the organizational documents of the Company’s Subsidiaries except for any of the foregoing that, individually or in the aggregate, would not be material to the Company or its Subsidiaries.

3.4 Governmental Authorization; Third Party Consents . Except as set forth on Schedule 3.4, no approval, consent, qualification, order, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority, or any other Person in respect of any Requirement of Law, Contractual Obligation or otherwise, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the issuance, sale and delivery of the Series E Preferred Stock) by the Company, or enforcement against the Company, of the Company Agreements or the consummation of the Contemplated Transactions except for any of the foregoing that, individually or in the aggregate, would not be material to the Company or its Subsidiaries.

3.5 Binding Effect . Each of the Company Agreements has been (or will, as of the Closing, be, as applicable) duly authorized, executed and delivered by the Company and, subject to Equitable Principles, constitutes (or will, as of the Closing, constitute, as applicable) the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

3.6 Capitalization of the Company and its Subsidiaries . The authorized stock of the Company consists of 1,500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001, of the Company (the “Preferred Stock”). As of the date hereof, (a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 87,500 shares of Series C Preferred Stock are issued and outstanding and have no voting rights, and 2,285,714 shares of Series D Preferred Stock are issued and outstanding, (b) 15,794,763 shares of Common Stock are issued and outstanding, (c) 12,329,915 shares of Common Stock are reserved for or subject to issuance, excluding shares of Common Stock to be issued to Michael Birkin as set forth in Schedule 3.6. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectively, the “Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”). Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Series C Preferred Stock, or the Series D Preferred Stock, (iii) securities issuable upon conversion of the McMahon Note, and (iv) securities issuable upon conversion of the Bridge Note, there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock other than shares of Series D Preferred Stock pursuant to its terms. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements between the Company and McMahon and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary. Immediately following the Closing and the Contemplated Transactions, the shares of Common Stock issuable upon conversion of the Series E Preferred Stock that will be issued to the Purchasers under this Agreement will represent, in the aggregate, no less than 38% of the outstanding capital stock of the Company on a Fully Diluted Basis, and the voting power of such issued shares of Series E Preferred Stock will represent, in the aggregate, no less than 45% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis, excluding for purposes of the calculations referred to in this sentence, the shares of Common Stock, or options to purchase Common Stock, to be granted to Michael Birkin, Michael Jackson and James Cassano as set forth in Schedule 3.6 and the shares of Common Stock issuable upon conversion of the Series C Preferred Stock.

3.7 Commission Documents; Sarbanes-Oxley Compliance .

(a) Since December 31, 2009, the Company has filed with or furnished to the Commission all forms, reports, statements, schedules, certificates and other documents that have been required to be filed or furnished by it under applicable Laws on a timely basis or received a valid extension of such time of filing and filed any such SEC Reports prior to the expiration of any such extension. The Company has made available to Purchaser true, complete and unredacted copies of (i) SEC Reports filed or furnished prior to the date of this Agreement, in each case to the extent not publicly filed in unredacted form and (ii) all correspondence between the Company (or on its behalf) and the Commission. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (A) each SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed, and (B) each SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents under the Exchange Act. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Except as set forth on Schedule 3.7, the Company and each of its officers is in compliance in all material respects with (x) the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, and (y) the applicable listing and corporate governance rules and regulations of NASDAQ.

(b) The management of the Company has (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s outside auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. A summary of any of those disclosures made by management to the Company’s auditors and audit committee has been furnished to Purchaser. The Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorizations, (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (3) access to assets is permitted only in accordance with management’s general or specific authorization and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(c) Since December 31, 2009, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company.

(d) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Law, rule, regulation, order, decree or injunction. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any contractor, subcontractor or agent of the Company or any such Subsidiary of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. ss.1514A(a).

3.8 Absence of Certain Developments . Since December 31, 2009, except as set forth on Schedule 3.8 and except as described in the SEC Reports filed with the Commission prior to the date hereof (a) each of the Company and its Subsidiaries has operated in the ordinary course, (b) there has been no occurrence or event of the type set forth in Section 5.1(a), and there has occurred no fact, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

3.9 Indebtedness; No Undisclosed Liabilities . Schedule 3.9 sets forth the Indebtedness of the Company. Neither the Company nor any of its Subsidiaries has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except (a) liabilities or obligations disclosed or reserved against in the SEC Reports filed with the Commission prior to the date hereof, (b) liabilities or obligations which arose after the last date of any such SEC Report, in the ordinary course of business consistent with past practice that, individually or in the aggregate, do not exceed $1,000,000, (c) as set forth on Schedule 3.9, and (d) liabilities incurred in connection with the Contemplated Transactions that are not in breach of this Agreement.

3.10 Compliance with Laws; Licenses .

(a) Except as set forth in the SEC Reports filed with the Commission prior to the date hereof or as set forth on Schedule 3.10(a), neither the Company nor any of its Subsidiaries in the conduct of its business, is, or since December 31, 2009, has been, in violation of any Requirement of Law, or any judgments, orders, rulings, injunctions or decrees of a Governmental Authority (collectively, “Decrees”), applicable thereto or to the employees conducting such business, except for violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(b) The Company and its Subsidiaries as applicable, have obtained or made, as the case may be, all permits, licenses, authorizations, orders and approvals, and all filings, applications and registrations with, all Governmental Authorities (“Licenses”), that are required to conduct the businesses of the Company and its Subsidiaries in the manner and to the full extent as currently conducted or currently contemplated to be conducted except where such failure to obtain or make, individually or in the aggregate, would not be materially adverse to the Company. None of such Licenses is subject to any restriction or condition that limits or would reasonably be expected to limit in any material way the full operation of the Company or its Subsidiaries as currently conducted or currently contemplated to be conducted. Each of the Licenses has been duly obtained, is valid and in full force and effect, and is not subject to any pending or threatened proceeding to limit, condition, suspend, cancel, suspend, or declare such License invalid. Neither the Company nor any of its Subsidiaries is in default in any material respect with respect to any of the Licenses, and to the knowledge of the Company no event has occurred which constitutes, or with due notice or lapse of time or both may constitute, a default by the Company or any such Subsidiary under any License.

3.11 Litigation . Except as set forth on Schedule 3.11, there is no legal action, suit, arbitration, proceeding or, to the knowledge of the Company, other legal, administrative or other governmental investigation or inquiry pending or claims asserted (or, to the knowledge of the Company, any threat thereof) against the Company or any of its Subsidiaries or relating to any of the Company Agreements or the Contemplated Transactions or against any officer, director or employee of the Company in connection with such Person’s relationship with or actions taken on behalf of the Company. The Company is not subject to any Decree that, individually or in the aggregate, has had or would reasonably be expected to be material to the Company.

3.12 Material Contracts .

(a) Schedule 3.12(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser.

(b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territory.

3.13 Environmental . Except as set forth on Schedule 3.13, the Company and its Subsidiaries are, and have been, in compliance with all Environmental Laws, except where such non-compliance, individually or in the aggregate, has not had and would not reasonably be expected to be materially adverse to the Company. Neither the Company nor any of its Subsidiaries has received any written notice that alleges that the Company or its Subsidiaries is not in compliance with any Environmental Laws, and to the knowledge of the Company, there are no circumstances that could reasonably be expected to prevent or interfere with such compliance in the future. There is no Environmental Claim pending, or to the knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to the operations or business of the Company or its Subsidiaries, or against any Person whose liability for any Environmental Claim the Company or its Subsidiaries has retained or assumed either contractually or by operation of Law. There has been no release at any time of any Materials of Environmental Concern at, on, about, under or within any real property currently, or to the knowledge of the Company, formerly owned, leased, operated or controlled by the Company or any of its Subsidiaries or any of their predecessors.

3.14 Taxes . Except as set forth on Schedule 3.14 hereto, all Returns required to be filed by the Company and each of its Subsidiaries have been timely filed (after giving effect to any valid extensions of time in which to make such filings) and all such Returns are true, complete, and correct in all material respects. All Taxes that are due or claimed to be due from the Company and each of its Subsidiaries have been timely paid, other than those (i) currently payable without penalty or interest or (ii) being contested in good faith and by appropriate proceedings and for which, in the case of both clauses (i) and (ii), adequate reserves have been established on the books and records of the Company and its Subsidiaries in accordance with GAAP. There are no proposed, asserted, ongoing or to the knowledge of the Company, threatened, assessments, examinations, claims, deficiencies, Liens or other litigation with regard to any Taxes or Returns of the Company or any of its Subsidiaries. To the knowledge of the Company, the accruals and reserves on the books and records of the Company and its Subsidiaries in respect of any Tax liability for any taxable period not finally determined are adequate to meet any assessments of Tax for any such period. The Company is not a United States real property holding corporation as defined in Section 897(c)(2) of the Code. Except as set forth on Schedule 3.14, the Company and each of its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return. All material amounts required to be collected or withheld by the Company or any of its Subsidiaries have been collected or withheld and any such amounts that are required to be remitted to any taxing authority have been duly and timely remitted. Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No taxing authority in a jurisdiction where the Company or its Subsidiaries do not file Tax Returns has made a written claim or assertion that the Company or its Subsidiaries are or may be subject to taxation by such jurisdiction. Except as set forth on Schedule 3.14, the Company and each of its Subsidiaries is not a party to or bound by any Tax sharing or Tax allocation or similar Contractual Obligation. True and complete copies of all income Tax Returns that have been filed by the Company or any of its Subsidiaries for Tax periods after December 31, 2008 have been delivered or made available to the Purchaser. The Company and each of its Subsidiaries (A) has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (B) does not have any liability for the Taxes of any Person (other than the Company) under Treasury Regulation ss. 1.1502 -6 (or any similar provision of state, local, or foreign Requirement of Law), as a transferee or successor, by contract, or otherwise. The Company and each of its Subsidiaries has not agreed, and is not required to include in income any adjustment pursuant to Section 481(a) of the Code (or analogous provision of foreign, state, or local Requirement of Law) by reason of a change in accounting method or otherwise, and the Company and each of its Subsidiaries does not have knowledge that the Internal Revenue Service (or other taxing authority) has proposed or is considering any such change in accounting. The Company and each of its Subsidiaries will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) “closing agreement” as described in Code ss. 7121 (or any corresponding or similar provision of state, local or foreign income Tax Requirement of Law) executed on or prior to the Closing Date; (B) installment sale or open transaction disposition made on or prior to the Closing Date; or (C) prepaid amount received on or prior to the Closing Date.

3.15 Title to Property and Assets; Leases . Except as set forth on Schedule 3.15, each of the Company and its Subsidiaries has good and marketable title, free and clear of all Liens to all of its assets, including all real property and interests in real property owned in fee simple by the Company and its Subsidiaries and all real property leased, subleased or otherwise occupied by the Company and its Subsidiaries and any assets and properties which it purports to own, except (i) Liens for taxes not yet due and payable and (ii) Liens that do not interfere with the use, utility or value of such assets in any material respect. All leases to which the Company or any of its Subsidiaries is a party (collectively, the “Leases”) are valid and binding and in full force and effect in accordance with their respective terms on the Company and its Subsidiaries and, to the knowledge of the Company, with respect to each other party to any such Leases, except, in each case, subject to Equitable Principles. No material default (or event which, with the giving of notice or passage of time, or both, would constitute a material default) by the Company or any of its Subsidiaries, or to the knowledge of the Company by any other party thereto, has occurred and is continuing under the Leases. The Company and its Subsidiaries enjoy a peaceful and undisturbed possession under all such Leases to which any of them is a party as lessee. With respect to each Lease, to the knowledge of the Company, either (a) such Lease is not subject or subordinate to any mortgage, deed of trust or other lien which has priority over such Lease, or (b) the holder of any such lien has entered into a valid, binding and enforceable nondisturbance agreement in favor of the lessee pursuant to which the Lease cannot be extinguished or terminated by reason of any foreclosure or other acquisition of title by such holder if the lessee thereunder is not in default under the Lease as of the date of acquisition of title. As used herein, the term “Lease” shall also include subleases or other occupancy agreements (and any amendments thereto) and the term “lessee” shall also include any sublessee or other occupant. Neither the Company nor any of its Subsidiaries own any real property.

3.16 Compliance with ERISA . Except as set forth on Schedule 3.16, the Company has made available to the Purchaser true and complete copies of each Employment Agreement and each material Company Benefit Plan, as well as certain related documents, including, but not limited to, (a) the actuarial report for such Company Benefit Plan (if applicable) for each of the last two years, (b) the most recent determination letter from the IRS (if applicable) for such Company Benefit Plan, (c) the two most recent annual reports (Series 5500 and related schedules) required under ERISA (if any), (d) the most recent summary plan descriptions (with all material modifications) and (e) all material communications to any current or former employees of the Company relating to any material Company Benefit Plan or Employment Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) each of the Company Benefit Plans has been operated and administered in all material respects in compliance with its terms and all applicable Laws; (B) each of the Company Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified; and (C) there are no pending, or to the knowledge of Company, threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto or pursuant to any Employment Agreement. Neither the Company nor any ERISA Affiliate currently sponsors, maintains or contributes to, and is not required to contribute to, nor has ever sponsored, maintained or contributed to, and been required to contribute to, or incurred any liability with respect to any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that is subject to Section 302 of the Code or Title IV of ERISA. No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Benefit Plan which could, individually or in the aggregate, reasonably be expected to result in a material liability to the Company. No material liability under any Company Benefit Plan has been funded nor has any such obligation been satisfied with the purchase of a contract from an insurance company as to which the Company has received notice that such insurance company is insolvent or is in rehabilitation or any similar proceeding. No Company Benefit Plan is under audit or, to the knowledge of the Company, investigation by, or is the subject of a proceeding with respect to, the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation, and, to the knowledge of the Company, no such audit, investigation or proceeding is threatened. Except as set forth on Schedule 3.16, with respect to each Company Benefit Plan which provides medical benefits, short-term disability benefits or long-term disability benefits (other than any “pension plan” within the meaning of Section 3(2) of ERISA), all claims incurred by the Company under such Company Benefit Plan are either insured pursuant to a contract of insurance whereby the insurance company bears any risk of loss with respect to such claims or covered under a contract with a health maintenance organization pursuant to which such health maintenance organization bears the liability for such claims. Except as set forth on Schedule 3.16 hereto or disclosed in the SEC Reports filed with the Commission prior to the date hereof, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event such as termination of employment) (i) result in, or cause any increase, acceleration or vesting of, any payment, benefit or award under any Company Benefit Plan or Employment Agreement to any director or employee of Company or any of its Subsidiaries, (ii) give rise to any obligation to fund for any such payments, awards or benefits, (iii) give rise to any limitation on the ability of the Company or any of its Subsidiaries to amend or terminate any Company Benefit Plan, or (iv) result in any payment or benefit that will or may be made by the Company or any of its Subsidiaries or affiliates that will be characterized as an “excess parachute payment,” within the meaning of Section 280G of the Code. Except as set forth on Schedule 3.16, neither the Company nor any of its Subsidiaries or ERISA Affiliates has any liability to provide any post-retirement or post-termination life, health, medical or other welfare benefits to any current or former employees or beneficiaries or dependents thereof which, individually or in the aggregate, is material, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA or applicable state healthcare continuation coverage Laws which, individually or in the aggregate, is at no material expense to the Company and its Subsidiaries. With respect to each Company Benefit Plan, there are no understandings, agreements or undertakings that would prevent the Company from amending or terminating such Company Benefit Plan at any time without incurring material liability thereunder other than in respect of accrued obligations and medical or welfare claims incurred prior to such amendment or termination.

3.17 Labor Relations; Employees .

(a) (i) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a “Collective Bargaining Agreement”), (ii) to the knowledge of the Company, there are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries; (iii) no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries, (iv) there is no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened that may interfere with the respective business activities of the Company or any of its Subsidiary.

(b) Except as set forth on Schedule 3.17(b), the Company and its Subsidiaries have complied in all material respects with applicable Laws with respect to employment (including but not limited to applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, discrimination in employment, employee health and safety, and collective bargaining).

(c) The Company and each of its Subsidiaries have withheld all amounts required by applicable Law to be withheld from the wages, salaries, and other payments to employees, and are not, to the knowledge of the Company, liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the ordinary course of business consistent with past practice).

3.18 Certain Payments . Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee, or other Person associated with or acting on behalf of any of them, has directly or indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of the Company or any Subsidiary or any Affiliate of the Company or any Subsidiary, or (iv) in violation of any Requirement of Law, or (b) established or maintained any fund or asset that has not been recorded in the books and records of the Company.

3.19 Insurance . The Company and its Subsidiaries maintain, with financially sound and reputable insurers, insurance in such amounts, including deductible arrangements, and of such a character as is, in the judgment of the Board of Directors, reasonable in light of the risks faced by the Company in the conduct of its business. All policies of title, fire, liability, casualty, business interruption, workers’ compensation and other forms of insurance including, but not limited to, directors and officers insurance, held by the Company and its Subsidiaries, are in full force and effect in accordance with their terms. Neither the Company nor any of its Subsidiaries is in default in any material respect under any provisions of any such policy of insurance that has not been remedied and no such Person has received notice of cancellation of any such insurance.

3.20 Intellectual Property . The Company and its Subsidiaries own the entire and unencumbered right, title and interest in and to, or possess adequate licenses or other rights to use, all intellectual property, including but not limited to, patents, trademarks, service marks, trade names, trade secrets, copyrights, domain names, computer software (including but not limited to code, data, databases and documentation) and know-how used in, or necessary to, the business as currently conducted or currently contemplated to be conducted by the Company or any of its Subsidiaries (the “Intellectual Property”) except where such failure to so own or possess, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. All Intellectual Property which is a material patent, trademark, service mark, trade name, copyright or domain name is set forth on Schedule 3.20. The Company and each of its Subsidiaries have performed all commercially reasonable acts to protect and maintain its material Intellectual Property, including but not limited to paying all required fees and Taxes to maintain all registrations and applications of such Intellectual Property in full force and effect. Except as set forth on Schedule 3.20, none of the Company or any of its Subsidiaries has received any written notice of infringement of or conflict with (or knows of such infringement of or conflict with) asserted rights of others with respect to the use of Intellectual Property. To the knowledge of the Company, the Company and its Subsidiaries do not in the conduct of their business infringe or conflict with any right of any third party. Except as set forth on Schedule 3.20, neither the Company nor any of its Subsidiaries have asserted within two years of the date hereof, any claim against any third party that such party has violated, infringed, misappropriated or misused, in any material respect, any Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable precautions to preserve and protect the availability, confidentiality, security and integrity of data held or transmitted by or through the Company and its Subsidiaries’ computer networks, software, hardware, and other systems.

3.21 Affiliate Transactions .

(a) Except for transactions described on Schedule 3.21(a) and the Contemplated Transactions, (i)(w) no current officer, director or employee of the Company or any of its Subsidiaries, (x) to the knowledge of the Company, no former officer, director or employee of the Company or any of its Subsidiaries, (y) to the knowledge of the Company, no Affiliate or associate of any current officer, director or employee of the Company or any of its Subsidiaries and (z) to the knowledge of the Company, no Affiliate or associate of any former officer, director or employee of the Company or any of its Subsidiaries has, directly or indirectly, any interest in any contract, arrangement or property (real or personal, tangible or intangible) used by the Company or any such Subsidiary or in their respective businesses, or in any supplier, distributor or customer of the Company or any such Subsidiary (other than indirectly through such Person’s ownership of the securities of a corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than one percent (1%) of the stock of such corporation is beneficially owned by such Person) and (ii) neither the Company nor any of its Subsidiaries shares any assets, rights or services with any entity that is controlled by any current officer, director or employee of the Company or any of its Subsidiaries or, to the knowledge of the Company, by any former officer, director or employee of the Company or any of its Subsidiaries.

(b) Except as set forth on Schedule 3.21(b), each ongoing intercompany transaction set forth on Schedule 3.21(a) is on terms that are (i) consistent with the past practice of the Company and (ii) at least as favorable in the aggregate for such transaction to the Company as would be available with independent third parties dealing at arms’ length.

3.22 Investment Company Act . Neither the Company nor any of its Subsidiaries is, and, after giving effect to consummation of the transactions contemplated hereby and by the other Company Agreements, will be, an “investment company” or an entity “controlled by” an “investment company” (as such terms are defined in the Investment Company Act of 1940, as amended).

3.23 Private Offering . No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Series E Preferred Stock. No registration of the Series E Preferred Stock pursuant to the provisions of the Securities Act will be required by the offer, sale, or issuance of the Series E Preferred Stock pursuant to this Agreement and no registration of the Conversion Shares upon conversion of the Series E Preferred Stock in accordance with the Certificate of Designation will be required, assuming the accuracy of each Purchaser’s representations contained in Section 4.5.

3.24 Board Approval; Stockholder Approval .

(a) The Board of Directors at a meeting duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company and its stockholders and has approved the Contemplated Transactions. The Board of Directors has taken all action required in order to (i) exempt the Purchasers, in respect to their purchase and conversion of the Series E Preferred Stock and any other securities of the Company acquired pursuant to the Contemplated Transactions, from “interested stockholder” status as defined under Section 78.411 et seq of the Nevada Private Corporations Law (the “NPCL”) and (ii) exempt the Contemplated Transactions from the requirements of, and from triggering any provisions under, any “moratorium,” “control share,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination” or other anti-takeover Laws and regulations of any Governmental Authority.

(b) The affirmative vote of (i) the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company entitled to vote on the relevant matters, if such action is taken by written consent, is required under the rules of NASDAQ to approve the sale and issuance of the Series E Preferred Stock (collectively, the “Required Vote”). Except for the Required Vote, no approval by the holders of any shares of stock of the Company is required in connection with the execution or delivery of the Company Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Agreements and the Contemplated Transactions (including, without limitation, the consummation of the Board of Directors as set forth on Exhibit B and Compensation Committee pursuant to Section 5.4), whether pursuant to the NPCL, the Articles of Incorporation or Bylaws, the rules and regulations of the FINRA, NASDAQ or otherwise.

3.25 Series E Preferred Stock .

(a) All shares of the Series E Preferred Stock, when issued and delivered in accordance with the terms of this Agreement, the Certificate of Designation and the other Company Agreements, will be duly and validly issued and outstanding, entitled to the benefits contemplated by the Certificate of Designation, fully paid and nonassessable and free and clear of any Liens (other than any Liens granted by any Purchaser), not subject to preemptive or other similar rights, and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

(b) All shares of the Common Stock issued and delivered upon conversion of the Series E Preferred Stock, in accordance with the terms of the Certificate of Designation, will, when so issued and delivered, be duly and validly issued and outstanding, fully paid and nonassessable and free and clear of any Liens (other than any Liens granted by any Purchaser) and, except as set forth on Schedule 3.25, will not subject to preemptive or other similar rights.

3.26 No Brokers or Finders . Except as set forth on Schedule 3.26, no agent, broker, finder, or investment or commercial banker or other Person (if any) engaged by or acting on behalf of the Company or any Subsidiary or Affiliate is or will be entitled to any brokerage or finder’s or similar fee or other commission as a result of the Company Agreements or the Contemplated Transactions.

3.27 Disclosure . Neither this Agreement nor any certificate, instrument or written statement furnished or made to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein in light of the circumstances under which they were made not misleading.

3.28 Suitability . Neither the Company nor any of its directors, officers, Subsidiaries or, to the knowledge of the Company, other Affiliates (a) has ever been convicted of or, to the knowledge of the Company since December 31, 2002, indicted for any felony or any crime involving fraud, misrepresentation or moral turpitude, (b) is subject to any Decree barring, suspending or otherwise limiting the right of the Company or such Person to engage in any activity or (c) has ever been denied any License affecting the Company’s or such Person’s ability to conduct any activity currently conducted or currently contemplated to be conducted by the Company, nor, to the knowledge of the Company, is there any basis upon which such License may be denied.

3.29 Off Balance Sheet Arrangements . Except as disclosed in Management’s Discussion and Analysis of Financial Conditions and Results of Operations in the Company’s Form 10-K for the fiscal year ending December 31, 2012, neither the Company nor any of its Subsidiaries has or is subject to any “Off-Balance Sheet Arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act).

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Each Purchaser hereby represents and warrants to the Company as follows with respect that Purchaser:

4.1 Existence and Power . The Purchaser (a) is duly organized and validly existing under the Laws of the jurisdiction of its formation and (b) has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

4.2 Authorization; No Contravention . The execution, delivery and performance by the Purchaser of each Company Agreement to which it is a party and the Contemplated Transactions (a) have been duly authorized by all necessary corporate or other action, (b) do not contravene the terms of the Purchaser’s organizational documents, and (c) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation of the Purchaser or any Requirement of Law applicable to the Purchaser, except for such violations, conflicts, breaches or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to consummate the Contemplated Transactions.

4.3 Governmental Authorization; Third Party Consents . Except as listed in Schedule 4.3 or, individually or in the aggregate, as has not had and would not reasonably be expected to have a material adverse effect on the Purchaser’s legal power or ability to purchase or own the Series E Preferred Stock and exercise the rights incident thereto, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any Requirement of Law, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by the Purchaser, or enforcement against the Purchaser, of this Agreement or the consummation of the Contemplated Transactions.

4.4 Binding Effect . This Agreement has been duly executed and delivered by the Purchaser and, subject to Equitable Principles, constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

4.5 Investment Representations .

(a) Purchase for Own Account . The shares of Series E Preferred Stock are being acquired by the Purchaser for its own account and with no current intention of distributing or reselling such shares of Series E Preferred Stock or any part thereof in any transaction that would be in violation of the securities Laws of the United States of America or any state, without prejudice, however, to the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Series E Preferred Stock under an effective Registration Statement under the Securities Act or under an exemption from said registration available under the Securities Act. The Purchaser understands and agrees that if the Purchaser should in the future decide to dispose of any Series E Preferred Stock, it may do so only in compliance with the Securities Act and applicable state securities Laws, as then in effect. The Purchaser agrees to the imprinting, so long as required by Law, of a legend on all certificates representing shares of Series E Preferred Stock.

(b) Purchaser Status . The Purchaser is an “Accredited Investor” (as defined in Rule 501(a)) under the Securities Act.

(c) Restricted Shares . The Purchaser understands (i) that the shares of the Series E Preferred Stock have not been, and the shares of Common Stock issuable upon conversion of the Series E Preferred Stock (the “Conversion Shares”) will not (subject to such rights set forth in Article 8 of this Agreement) be registered under the Securities Act or any state securities Laws, by reason of their issuance by the Company in a transaction exempt from the registration requirements thereof and (ii) the shares of the Series E Preferred Stock and the Conversion Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities Laws or is exempt from registration thereunder.

(d) Investment Experience . The Purchaser acknowledges that the purchase of the Series E Preferred Stock is a highly speculative investment and that it can bear the economic risk and complete loss of its investment and has such knowledge and experience in financial and/or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

4.6 Receipt of Information . The Purchaser represents that it has had an opportunity to ask questions and receive answers and documents from the Company regarding the business, properties, prospects and financial condition of the Company and concerning the terms and conditions of the offering of the Series E Preferred Stock.

4.7 No Brokers or Finders . Except as contemplated by this Agreement, no agent, broker, finder, or investment or commercial banker or other Person (if any) engaged by or acting on behalf of the Purchaser or any of its Affiliates is or will be entitled to any brokerage or finder’s or similar fee or other commission as a result of this Agreement or the Contemplated Transactions.

4.8 Sufficient Funds . The Purchaser will have at the Closing funds sufficient to perform its obligations under this Agreement and to consummate the Contemplated Transactions.

4.9 Litigation . There is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry, proceeding or other Actions pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser or relating to any of the Company Agreements or the Contemplated Transactions which, if determined adversely to the Purchaser, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Purchaser’s ability to consummate the Contemplated Transactions. The Purchaser is not subject to any Decree that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Purchaser’s ability to consummate the Contemplated Transactions.

4.10 No General Solicitation . The Purchaser did not learn of the investment in the Series E Preferred Stock as a result of any public advertising, and is not aware of any public advertisement or general solicitation in respect of the Company or its securities.

4.11 Prohibited Transactions . Other than with respect to the transactions contemplated herein, since the earlier to occur of: (a) the time that the Purchaser was first contacted by the Company, or any other Person regarding an investment in the Company and (b) the thirtieth (30 ^th ) day prior to the date hereof, neither the Purchaser nor any Affiliate of the Purchaser which (i) had knowledge of the transactions contemplated hereby, (ii) has or shares discretion relating to the Purchaser’s investments or trading or information concerning the Purchaser’s investments, or (iii) is subject to the Purchaser’s review or input concerning such Affiliate’s investments or trading decisions (collectively, “Trading Affiliates”) has, directly or indirectly, nor has any Person acting on behalf of, or pursuant to, any understanding with the Purchaser or Trading Affiliate effected or agreed to effect any transactions in the securities of the Company or involving the Company’s securities (other than, solely with respect to the Original Purchaser, the Series D Financing and the Bridge Financing).

4.12 Reliance on Exemptions . The Purchaser understands that the Series E Preferred Stock is being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Series E Preferred Stock.

4.13 Affiliates . The Purchaser is not, has not within the thirty (30) days prior to the date of this Agreement been, and, at the Closing Date will not be, Affiliated with, or an Affiliate of, any other Purchaser.

ARTICLE 5
COVENANTS

5.1 Conduct of Business .

(a) Except as expressly contemplated by this Agreement or consented to in writing by the Purchaser, from the date hereof through the earlier of (i) the Closing Date, and (ii) termination of this Agreement (the “Restricted Period”), the Company and its Subsidiaries shall conduct their businesses in the ordinary course, consistent with past practice and generally in a manner such that the representations and warranties contained in Article 3, to the extent such matters are within the Company’s or any of its Subsidiary’s control, shall continue to be true and correct in all material respects on and as of the Closing Date (except for representations and warranties made as of a specific date) as if made on and as of the Closing Date. The Company shall give the Purchasers prompt notice of any event, condition or circumstance known or that becomes known to the Company occurring during the Restricted Period that would constitute a violation or breach of (i) any representation or warranty, whether made as of the date hereof or as of the Closing Date, or (ii) any covenant of the Company contained in this Agreement; provided, however, that no such notification shall relieve or cure any such breach or violation of any such representation, warranty or covenant or otherwise affect the accuracy of any such representation or warranty for the purposes of Section 6.1. Without limiting the generality of the foregoing, except as otherwise expressly contemplated by the terms of this Agreement or agreed in writing by the Purchasers during the Restricted Period, the Company shall not, and will cause its Subsidiaries not to:

(i) make a capital expenditure of more than $50,000 except (x) pursuant to agreements or commitments entered into by the Company or any of its Subsidiaries prior to the date hereof and included on Schedule 3.12(a), (y) unless otherwise reserved against in the Company’s most recent financial statements filed with the Commission prior to the date hereof, or (z) except as set forth on Schedule 5.1(a)(i);

(ii) enter into any or amend any Contractual Obligation, other than in the ordinary course of business, or, in any event, involving more than $50,000 except as set forth on Schedule 5.1(a)(ii);

(iii)except as set forth on Schedule 5.1(a)(iii), enter into, modify, make, renew, extend or otherwise alter any credit agreement, note or other similar agreement (including any interest rate or currency swap, hedge, collar or straddle or similar transaction) or instrument to which the Company or a Subsidiary is a party or incur or otherwise become liable with respect to any indebtedness which, in the aggregate, exceeds $50,000, other than trade payables incurred in the ordinary course of business and consistent with past practice;

(iv)enter into any Contractual Obligation with respect to the acquisition of any material business, assets or property (real, personal or mixed, tangible or intangible, including stock or other equity interests in, or evidences of the indebtedness of, any other corporation, partnership or entity);

(v) form any joint venture or partnership;

(vi)sell, lease, license, surrender, relinquish, encumber, pledge, transfer, amend, convey or otherwise dispose of any business, property or assets (whether tangible or intangible) having a material market value;

(vii) fail to maintain any material property of the Company or any of its Subsidiaries in customary repair, order and condition consistent with the Company’s or such Subsidiary’s current maintenance policies, ordinary wear and tear excepted;

(viii) discontinue, permit to lapse or otherwise fail to keep in full force and effect any material policies of insurance or knowingly take any action that would cause any such policy to terminate or be terminable prior to the expiration of its stated term;

(ix)except as required by applicable Law, make or change any material Tax election of the Company or any of its Subsidiaries, change any annual Tax accounting period of the Company or any of its Subsidiaries, adopt or change any Tax accounting method of the Company or any of its Subsidiaries, file any return, declaration, report, claim for refund, or information return or statement relating to Taxes (including any schedule or attachment thereto, and including any amendment thereof, a “Return”) relating to the Company or any of its Subsidiaries in a manner that is materially inconsistent with past practice, enter into any closing agreement relating to material Taxes of the Company or any of its Subsidiaries, settle any material claim made by any Governmental Authority including social security administration, domestic or foreign, having jurisdiction over the assessment, determination, collection or other imposition of Tax or assessment relating to the Company or any of its Subsidiaries (a “Tax Claim”), surrender any right to claim a refund of Taxes relating to the Company or any of its Subsidiaries, consent to any extensions or waivers of the limitations period applicable to any Tax Claim or assessment relating to the Company or any of its Subsidiaries, or enter into a Tax sharing agreement or similar arrangement with respect to the Company or any of its Subsidiaries;

(x) except pursuant to the Investors’ Rights Agreement, purchase, redeem or otherwise acquire, split, combine or reclassify, directly or indirectly, any of the Common Stock or other equity securities or give notice of any intention to exercise any right to purchase, redeem or otherwise acquire, split, combine or reclassify, any of the Common Stock or other equity securities (including any such purchase, redemption, acquisition or notice in accordance with the terms of the Articles of Incorporation or Bylaws or any stockholders agreement);

(xi)except for Exempt Issuances as defined in the Certificate of Designation, issue or sell, or issue any rights to purchase or subscribe for, or subdivide or otherwise change, any shares of the Company’s or any of its Subsidiaries’ stock or other securities or similar rights;

(xii) declare or pay any dividends on or make other distributions (whether in cash, stock or property or any combination thereof), directly or indirectly, in respect of the Common Stock;

(xiii) amend the Articles of Incorporation or Bylaws or the organizational documents of any Subsidiary, except as contemplated herein;

(xiv) except for a Claim for which the Company will be repaid all amounts payable thereunder or will not otherwise be responsible for any such payments, settle any material Claim of, or against, the Company or its Subsidiaries for an amount in excess of $250,000;

(xv) change any method of accounting or accounting practice used by the Company or any of its Subsidiaries, except for any change required by GAAP, by any Governmental Authority or by a change in Law;

(xvi) cause or permit, by any act or failure to act, any material License to expire or to be revoked, suspended, or modified, or take any action that could reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation, or adverse modification of any material License;

(xvii) maintain any significant amount of investments in or trade in equities or other speculative securities;

(xviii) take any corporate or other action in furtherance of any of the foregoing; or

(xix) agree to do any of the foregoing.

(b) The Company shall timely file with the Commission a Current Report on Form 8-K pursuant to Item 1 of such Form when such form is required to be filed.

5.2 No Solicitation . Without limiting the Company’s other obligations under this Agreement, the Company agrees that, during the Restricted Period, neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (a) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries, or any purchase or sale of 30% or more of the consolidated assets (including without limitation stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the total voting power of the Company (or of the surviving parent entity in such transaction) or any of its Subsidiaries (any such proposal, offer or transaction, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by the Purchaser or any of its Affiliates) being hereinafter referred to as an “Acquisition Proposal”), (b) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (c) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company, (i) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer, (ii) from participating in negotiations or discussions with or furnishing information to any Person in connection with an unsolicited bona fide Acquisition Proposal which is submitted in writing by such Person to the Board of Directors of the Company after the date hereof; provided further, however, that prior to participating in any such discussions or negotiations or furnishing any information, (A) the Company receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, a copy of which shall be provided only for informational purposes to the Purchaser, and (B) the Board of Directors of the Company shall have concluded in good faith, after consulting with its outside financial advisors and counsel, that such Acquisition Proposal is reasonably likely to be financially superior to the holders of the Common Stock than the Contemplated Transactions, taking into account all relevant factors (including financing, required approvals and the timing and likelihood of consummation and the post-closing prospects for the Company) (an Acquisition Proposal which meets all of the conditions set forth in this clause (ii), including the Board of Directors of the Company having reached the conclusion set forth in clause (ii)(B), being herein referred to as a “Qualified Acquisition Proposal”), (iii) after the Board of Directors of the Company has received a Qualified Acquisition Proposal, from engaging in negotiations and discussions with the Company’s stockholders with respect to such Qualified Acquisition Proposal, or (iv) from taking any actions in connection with an Acquisition Proposal if the failure to take such action by the Board of Directors would be inconsistent with their fiduciary duties. If the Board of Directors of the Company receives an Acquisition Proposal, the Company shall promptly inform the Purchasers in writing of the terms and conditions of such proposal and the identity of the Person making it, and will keep the Purchasers informed, on a current basis, of the status and terms of any such proposals or offers by any Person (whether written or oral). The Company will, and will cause its Affiliates to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date hereof with any Persons (other than the Purchasers and their respective Affiliates) conducted heretofore with respect to any Acquisition Proposal, and request the return or destruction of all non-public information furnished in connection therewith. The Company shall not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which such party or its Subsidiaries is a party; provided, however, that the Company may waive any provisions of a standstill agreement so long as (x) the Company promptly informs the Purchasers in writing of such waiver and the identity of the Person requesting such waiver (and the Company hereby agrees that it will keep the Purchasers informed, on a current basis, of the status and terms of any proposal made by the Person requesting such waiver), (y) such waiver is limited to allowing the party subject to the standstill agreement (1) to submit to the Board of Directors of the Company, on a confidential basis, a written Acquisition Proposal and (2) if such Acquisition Proposal is a Qualified Acquisition Proposal, to pursue discussions and negotiations with respect to such Qualified Acquisition Proposal with the Company, and (z) the Company otherwise observes the terms of this Section 5.2 with respect to such Acquisition Proposal.

5.3 Regulatory Approval; Litigation .

(a) Each Purchaser and the Company agrees that it will use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other party in doing all things, which may be required to obtain all necessary actions or non-actions, waivers, consents and approval from Governmental Authorities in order to consummate the Contemplated Transactions, including without limitation, obtaining the consent of the NASDAQ for the listing of the shares of Common Stock issuable upon conversion of the Series E Preferred Stock, subject only to official notice of issuance; provided, however, that, in connection with obtaining any such action, non-action, waiver, consent or approval, the Purchasers shall not be required to agree, and the Company, without the consent of the Purchasers shall not agree, to any condition or action that the Original Purchaser reasonably believes would, individually or in the aggregate, adversely affect Purchasers’ ability to obtain the benefits (financial or otherwise) from the Contemplated Transactions (including benefits set forth in the Company Agreements).

(b) Each Purchaser and the Company agree that if any Action is brought seeking to restrain or prohibit or otherwise relates to consummation of the Contemplated Transactions, the parties shall use all commercially reasonable efforts to defend such Action, whether judicial or administrative, and to seek to have any stay or temporary restraining order entered by any court or Governmental Authority reversed or vacated.

5.4 Board of Directors; Compensation Committee . Prior to Closing, the Company will take all action necessary (including without limitation using its reasonable best efforts to cause the resignation of the current members of the Company’s (and Subsidiaries’) Boards of Directors (and committees thereof)) (or, if necessary, to increase the size of such Boards of Directors) so that, upon the Closing, the composition of the Company’s Board of Directors and Compensation Committee shall be as set forth in Exhibit B hereto.

5.5 Access .

(a) During the Restricted Period, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of the Purchaser Representative, acting on behalf of the Purchasers reasonable access during normal business hours, during the period prior to the Closing Date, to all its books, records, properties, plants and personnel and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to the Purchaser Representative (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of Federal or state Laws, as applicable, and (ii) all other information concerning it and its business, properties and personnel as the Purchaser Representative may reasonably request. The Purchaser Representative and the Purchasers will hold any information obtained pursuant to this Section 5.5 in confidence in accordance with, and will otherwise be subject to, the provisions of the Confidentiality Agreement. Any investigation by the Purchaser Representative or the Purchasers shall not affect the representations and warranties of the Company or the conditions to its obligations to consummate the transactions contemplated by this Agreement.

(b) During the Restricted Period, the Company shall promptly keep the Purchaser Representative, on behalf of the Purchasers, and its representatives informed of any material development in the business of the Company or its Subsidiaries. Without limiting the foregoing, during the Restricted Period, the Company shall cause its officers to consult and cooperate with representatives of the Purchaser Representative, on behalf of the Purchasers, in order to facilitate the Closing.

5.6 Employee Benefits Matters . Without limiting the generality of the foregoing, except as otherwise expressly agreed in writing by the Purchasers, the Company shall not, and shall cause its Subsidiaries not to, take any of the following actions during the Restricted Period:

(a) enter into any new Employment Agreement, other than as contemplated by Section 7.1(f);

(b) adopt any new Company Benefit Plan or, except as may be required by applicable Law, amend any existing Company Benefit Plan;

(c) except for grants of up to an aggregate of 400,000 stock options to Company employees in connection with bonuses earned during fiscal 2012, grant any stock options or other equity-based compensation to any employee or director of the Company or any of its Subsidiaries;

(d) increase the salaries, wages, or other compensation or benefits of any employee or director of the Company or any of its Subsidiaries; or

(e) agree to do any of the foregoing.

5.7 Consents and Amendments . The Company shall (and shall cause its applicable Subsidiary to), on or prior to the Closing, use its commercially reasonable efforts to obtain all consents listed or required to be listed on Schedule 3.4 hereto and on Exhibit C-1 and all amendments listed on Exhibit C-2 hereto.

5.8 Legends . Any legends placed on the Series E Preferred Stock or the Common Stock or other securities issuable, if any, pursuant to the Contemplated Transactions shall be removed by the Company upon delivery of an opinion of counsel reasonably acceptable to the Company stating that such legend is no longer necessary.

5.9 Financial Oversight Committee . At Closing, the Company will form a financial oversight committee constituted as set forth on Exhibit D.

5.10 Management Following Closing . At Closing, the management team will be reconstituted in accordance with Exhibit E .

5.11 Non-Solicitation . During the Restricted Period, each Purchaser and the Company shall not, directly or indirectly, initiate communications with, solicit, persuade, entice, induce, encourage (or assist in connection with any of the foregoing) any Person who is then or has been within the preceding 12-month period a customer or account of, or licensor of technology, content or other information to, any other party to this Agreement or its Subsidiaries or Affiliates, or any actual customer, account or licensor leads whose identity a party to this Agreement learned from another party to this Agreement, to either (a) terminate or to adversely alter its contractual or other relationship with the Company or a Purchaser, as applicable, or their respective Subsidiaries or Affiliates, or (b) obtain any license or other right from any such Person regarding technology, content or other information related to mobile pay-per-view and video on demand services, devices or platforms.

ARTICLE 6
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PURCHASER TO CLOSE

6.1 Conditions to Closing . The obligation of the Purchasers to enter into and complete the Closing are subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Purchasers:

(a) Representations and Covenants . The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except that representations and warranties made as of a specific date shall be true and correct in all material respects (except as aforesaid) on such date); the Company shall have in all material respects performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date; and the Company shall have delivered to the Purchasers a certificate, dated the date of the Closing Date and signed by an executive officer of the Company, to the foregoing effect.

(b) Secretary’s Certificate . The Purchasers shall have received a certificate of the Secretary or an Assistant Secretary certifying that attached thereto are true and complete copies of (i) the Articles of Incorporation and the Company’s Amended and Restated Bylaws, and (ii) all resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Company Agreements and the consummation of the Contemplated Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Company Agreements, and the other documents to be delivered hereunder and thereunder.

(c) Certificate of Designation . On or prior to the Closing Date, (i) the Certificate of Designation shall have been filed with the Secretary of State of the State of Nevada, and (ii) the Purchasers shall have received confirmation from the Secretary of State of the State of Nevada reasonably satisfactory to it that such filing has occurred.

(d) Good Standing . The Company shall have delivered to Purchasers a good standing certificate (or its equivalent) for the Company from the secretary of state of Nevada.

(e) Opinion of Counsel to the Company . The Purchasers shall have received (i) the legal opinion of Pillsbury, Winthrop, Shaw Pittman LLP, counsel to the Company, dated the Closing Date, addressed to the Purchasers, and (ii) the legal opinion of Sherman & Howard LLC, counsel to the Company on matters pertaining to Nevada Law, dated the Closing Date, addressed to the Purchasers, and the opinions in (i) and (ii) shall be in the forms attached as Exhibit F hereto.

(f) No Actions . (i) No Action shall be pending or overtly threatened by any Governmental Authority or any other party against the Company or any of its directors or against that Purchaser, which Action is reasonably likely to (A) restrain or prohibit the consummation of any of the Contemplated Transactions, or (B) except for claims disclosed on Schedule 3.17(b), result in damages that alone or together with the costs and expenses of defending such Action are material in relation to the Company and its Subsidiaries, taken as a whole, and (ii) no Law, order, decree, rule or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of any of the Contemplated Transactions.

(g) No Material Adverse Effect . Since the date hereof, no event or development shall have occurred (or failed to occur) and there shall be no circumstance (and that Purchaser shall not have become aware of any previously existing circumstance) that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(h) Material Contracts . All of the Contractual Obligations listed on Schedule 6.1(h) shall be in full force and effect at the Closing and shall, to the knowledge of the Company, not have been terminated during the current term or not have been renewed upon the expiration of its current term.

(i) Consents and Amendments . Any and all consents, approvals, orders, Licenses and other actions (i) necessary to be obtained from Governmental Authorities in order to consummate the Contemplated Transactions and for the Company to operate its business as currently conducted and as currently contemplated to be conducted following the Closing shall have been obtained and delivered to the Purchasers without any limitation, restriction or requirement that would adversely affect the ability of that Purchaser to obtain the benefits (financial or otherwise) from the Contemplated Transactions, and any applicable waiting periods (and any extensions thereof) shall have been terminated or shall have expired, and (ii) the consents set forth in Exhibit C-1 and the amendments set forth in Exhibit C-2 .

(j) NASDAQ Listing . The shares of Common Stock issuable upon conversion of the Series E Preferred Stock shall have been approved for listing on NASDAQ, subject only to official notice of issuance.

(k) Exchange Agreement . Shane McMahon shall have executed and delivered an agreement pursuant to which he agrees to exchange with the Original Purchaser 7,000,000 shares of Series A Preferred Stock for 933,333 shares of Series E Preferred Stock immediately following Closing.

(l) Approvals and Permits . All of the Company’s regulatory approvals and permits necessary for the conduct of the Company’s business must be effective, except where the non-effectiveness such regulatory approvals or permits would not have or reasonably be expected to result in a Material Adverse Effect.

(m) Voting Agreement . The Purchasers shall have received the Voting Agreement, in substantially the form attached hereto as Exhibit G , duly executed by Shane McMahon and Weicheng Liu (the “Voting Agreement”).

(n) Amendment to By-laws . The Company’s by-laws shall have been amended and restated in form to be agreed on by the parties prior to the Closing (the “Amended and Restated By-laws”).

(o) Shareholder Approval . The Company shall have obtained the Required Vote, and shall have deemed such Required Vote effective in accordance with the rules and regulations of the Commission, regarding the entering into of the transactions contemplated by this Agreement.

ARTICLE 7
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO CLOSE

7.1 Conditions to Closing . The obligation of the Company to enter into and complete the Closing are subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company:

(a) Representations and Covenants . The representations and warranties of each Purchaser contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, which shall be true and correct in all respects) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except that representations and warranties made as of a specific date shall be true and correct in all material respects (except as aforesaid) on such date); each Purchaser shall have in all material respects performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date; and each Purchaser shall have delivered to the Company a certificate, dated the date of the Closing Date and signed by the applicable Purchaser, to the foregoing effect.

(b) No Actions . (i) No Action shall be pending or overtly threatened by any Governmental Authority or any other party against the Company or any of its directors or any Purchaser, which Action is reasonably likely to (A) restrain or prohibit the consummation of any of the Contemplated Transactions, or (B) result in damages that alone or together with the costs and expenses of defending such Action are material in relation to the Company and its Subsidiaries, taken as a whole, and (ii) no Law, order, decree, rule or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of any of the Contemplated Transactions.

(c) Consents and Amendments . Any and all consents, approvals, orders, Licenses and other actions necessary to be obtained (i) from Governmental Authorities in order to consummate the Contemplated Transactions and for the Company to operate its business as currently conducted and as currently contemplated to be conducted following the Closing and (ii) the consents sets out in Exhibit C-1 and the amendments set forth in Exhibit C-2 .

(d) Voting Agreement . Each Purchaser shall have duly executed and delivered the Voting Agreement.

(e) Amended and Restated By-laws . The Amended and Restated By-laws shall have been duly adopted.

(f) Employment Agreements . The Company shall have entered into Employment Agreements, substantially in the form of Exhibit H (containing, in each case, only those terms included in Exhibit H applicable to the relevant executive), with Shane McMahon, Weicheng Liu, Marc Urbach and Xuesong Song.

(g) Shareholder Approval . The Company shall have obtained the Required Vote, and shall have deemed such Required Vote effective in accordance with the rules and regulations of the Commission, regarding the entering into of the transactions contemplated by this Agreement.

ARTICLE 8
RIGHT OF FIRST OFFER; OTHER AGREEMENTS OF THE COMPANY

8.1 Registration Rights .

(a) The Company shall prepare and file with the Commission one or more Registration Statements on Form S-3, or any other eligible form if the Company is not eligible to use Form S-3, for the purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the accounts of, the holders of Registrable Securities as selling stockholders thereunder (each “Mandatory Registration Statement”). The Mandatory Registration Statement shall permit the holders of Registrable Securities to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities.

(b) The Company shall prepare and file the first Mandatory Registration Statement (the “First Mandatory Registration Statement”) with the Commission by later of (i) February 7, 2014, and (ii) the date that is two (2) Business Days after the date that the Company has received all of the information from holders of Registrable Securities required to prepare and file the First Mandatory Registration Statement with the Commission.

(c) The Company agrees to use its reasonable best efforts to cause each Mandatory Registration Statement to become effective as soon as practicable.

(d) Solely with regard to the First Mandatory Registration Statement, if (i) a Registration Statement covering the Registrable Securities is not declared effective by the Commission by June 30, 2014, if subject to the Commission’s review, or, if not subject to review, forty-five (45) days after the date when such Registration Statement is filed with the Commission pursuant to Section 8.1(b), or (ii) after a Registration Statement has been declared effective by the Commission, sales cannot be made pursuant to such Registration Statement (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding the inability of the holders of Registrable Securities to sell the Registrable Securities covered thereby due to market conditions, then the Company will make payments to the Purchasers, pro rata based on the proportion of the total Purchase Price paid by each Purchaser, in an aggregate amount equal to 1% of the total Purchase Price for each 30-day period or pro rata for any portion thereof, following the date by which such Registration Statement should have been effective. Notwithstanding anything herein to the contrary, in no event shall the aggregate amount of liquidated damages payments pursuant to this Section 8.1(d) exceed ten percent (10%) of the total Purchase Price.

(e) Each holder of Registrable Securities shall cooperate with the Company as reasonably requested in connection with the preparation and filing of each Mandatory Registration Statement hereunder, including, without limitation, by furnishing in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and by executing such documents in connection with such registration as the Company may reasonably request. The Company shall promptly notify the holders of Registrable Securities of the effectiveness of each Mandatory Registration Statement within one (1) Business Days from the Business Day that the Company telephonically confirms effectiveness with the Commission.

(f) The Company shall be required, absent contrary comment or instruction, oral or written, from the Commission, to keep each Mandatory Registration Statement effective for the Mandatory Effectiveness Period. Thereafter, the Company shall be entitled to withdraw the applicable Mandatory Registration Statement and holders of Registrable Securities shall have no further right to offer or sell any of the Registrable Securities pursuant to such withdrawn Mandatory Registration Statement (or any prospectus relating thereto).

(g) The offer and sale of the Registrable Securities pursuant to the Mandatory Registration Statement shall not be underwritten.

(h) Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on a Mandatory Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the holders of Registrable Securities or by General Instruction I.B.6. of Form S-3, the applicable Mandatory Registration Statement shall register the resale of the maximum number of shares of Common Stock as is permitted by the Commission (the “Registration Cap”), with the shares of Common Stock included in such Mandatory Registration Statement being determined pro rata, subject to any comment or instruction, oral or written, from the Commission, based on the number of Registrable Securities of each holder of Registrable Securities relative to the total number of Registrable Securities, excluding, for this sole purpose and only with regard to the First Mandatory Registration Statement, Registrable Securities held by Persons other than the Purchasers.

(i) Each Mandatory Registration Statement shall be prepared and filed as promptly as possible, provided that in no event will the Company file a Registration Statement with respect to the registration of the resale of remaining Registrable Securities by holders of Registrable Securities earlier than 180 calendar days following the date the immediately prior Mandatory Registration Statement is declared effective by the Commission or later than 210 calendar days following the date the immediately prior Mandatory Registration Statement is declared effective by the Commission (subject to the matters and limitations set forth below).

(j) Notwithstanding anything herein to the contrary, if the Commission, by written or oral comment or otherwise, limits the Company’s ability to file, or prohibits or delays the filing of, a Registration Statement with respect to any or all the Registrable Securities which were not included in the First Mandatory Registration Statement or any subsequent Mandatory Registration Statement because of a Registration Cap, it shall not be a breach or default by the Company under this Agreement of its obligations as set forth above.

(k) Until such time as the Company has satisfied its obligations to register all of the Registrable Securities, so long as the Original Purchaser and Shane McMahon continue to hold Registrable Securities, without the prior written consent of both the Original Purchaser and McMahon, the Company shall not grant any right of registration under the Securities Act relating to any of its securities to any Person other than Shane McMahon and Xuesong Song pursuant to the terms of their respective Employment Agreements with the Company.

8.2 Rule 144 . The Company shall file all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required to enable the holders of Registrable Securities to sell the Series E Preferred Stock or the Common Stock into which the Series E Preferred Stock may be converted pursuant to and in accordance with Rule 144. Such action shall include, but not be limited to, making available adequate current public information meeting the requirements of paragraph (c) of Rule 144.

8.3 Availability of Common Stock . The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Series E Preferred Stock, at least the full number of shares of Common Stock then issuable upon the conversion of such securities. The Company will, from time to time, in accordance with the Laws of the State of Nevada, increase the authorized amount of Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall be insufficient to permit conversion of the Series E Preferred Stock.

8.4 No Rights Plan . From the date hereof and for as long as the Original Purchaser beneficially owns Series E Preferred Stock or Common Stock, without the prior written consent of the Original Purchaser, the Company shall not adopt or enter into any “poison pill” rights plan or any similar plan or agreement or declare or pay any dividend of any rights to purchase stock of the Company in connection with such a plan or agreement.

ARTICLE 9
INDEMNIFICATION

9.1 Indemnification . The Company hereby agrees to indemnify, defend and hold harmless the Purchasers, their respective Affiliates and its directors, managers, officers, agents, advisors, representatives, employees, successors and assigns (each, a “Purchaser Indemnitee”) from and against all Claims, including without limitation, interest, penalties and attorneys’ fees and expenses, asserted against, resulting to, or imposed upon or incurred by such Purchaser Indemnitee by a third party and arising out of or resulting from any allegation or Claim in respect of any wrongful action or inaction by the Company in connection with the authorization, execution, delivery and performance of this Agreement or the Company Agreements, except to the extent that the Purchaser Indemnitee has committed a material breach of its representations, warranties or obligations under this Agreement, which breach is the cause of the Company’s wrongful action or inaction.

9.2 Terms of Indemnification . The obligations and liabilities of the Company with respect to Claims by third parties will be subject to the following terms and conditions: (a) a Purchaser Indemnitee will give the Company prompt notice of any Claims asserted against, resulting to, imposed upon or incurred by such Purchaser Indemnitee, directly or indirectly, and the Company will undertake the defense thereof by representatives of their own choosing which are reasonably satisfactory to such Purchaser Indemnitee; provided that the failure of any Purchaser Indemnitee to give notice as provided in Section 11.3 shall not relieve the Company of its obligations under this Article 9; (b) if within a reasonable time after notice of any Claim, the Company fails to defend, such Purchaser Indemnitee will have the right to undertake the defense, compromise or settlement of such Claims on behalf of and for the account and at the risk of the Company, subject to the right of the Company to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof; (c) if there is a reasonable probability that a Claim may materially and adversely affect a Purchaser Indemnitee other than as a result of money damages or other money payments, such Purchaser Indemnitee will have the right at its own expense to defend, or co-defend, such Claim; (d) neither the Company nor the Purchaser Indemnitee will, without the prior written consent of the other, settle or compromise any Claim or consent to entry of any judgment relating to any such Claim; (e) with respect to any Claims asserted against a Purchaser Indemnitee, such Purchaser Indemnitee will have the right to employ one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent such Purchaser Indemnitee if, in such Purchaser Indemnitee’s reasonable judgment, a conflict of interest between such Purchaser Indemnitee and the Company exists in respect of such Claims, and in that event the fees and expenses of such separate counsel shall be paid by the Company; and (f) the Company will provide each Purchaser Indemnitee reasonable access to all records and documents of the Company relating to any Claim.

ARTICLE 10
TERMINATION

10.1 Termination of Agreement . The Parties may terminate this Agreement as provided below:

(a) the Purchasers and the Company may terminate this Agreement by mutual written consent at any time prior to the Closing;

(b) the Purchasers may terminate this Agreement by giving written notice to the Company at any time prior to the Closing (i) in the event the Company has breached any material representation, warranty, or covenant contained in this Agreement in any material respect (or breached in any respect, if such representation, warranty or covenant is qualified by materiality or material adverse effect), and the Purchaser Representative has notified the Company of the breach or (ii) if the Closing shall not have occurred on or before January 31, 2014 by reason of the failure of any condition precedent under Section 6.1 hereof (unless the failure results primarily from one or more Purchasers breaching any representation, warranty, or covenant contained in this Agreement); and

(c) the Company may terminate this Agreement by giving written notice to the Purchaser Representative at any time prior to the Closing (i) in the event a Purchaser has breached any material representation, warranty, or covenant contained in this Agreement in any material respect (or breached in any respect, if such representation, warranty or covenant is qualified by materiality or material adverse effect), and the Company has notified the Purchaser Representative of the breach or (ii) if the Closing shall not have occurred on or before January 31, 2014, by reason of the failure of any condition precedent under Section 7.1 hereof (unless the failure results primarily from the Company itself breaching any representation, warranty, or covenant contained in this Agreement).

10.2 Effect of Termination . Upon termination of this Agreement pursuant to Section 10.1 above, all rights and obligations of the Parties hereunder shall terminate without any liability of either Party to the other Party (except for any liability of the Party then in breach).

ARTICLE 11
MISCELLANEOUS

11.1 Survival . All representations and warranties, covenants and agreements of the Company and the Purchaser contained in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Purchaser or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and such representations and warranties shall survive for a period of 24 months from the Closing Date. The covenants and agreements contained herein shall survive in accordance with their terms.

11.2 Fees and Expenses . On the Closing Date, the Company shall pay its own expenses and the expenses of the Original Purchaser incurred in connection with the negotiation, execution, delivery, performance and consummation of this Agreement and the Contemplated Transactions.

11.3 Notices . All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally, telecopied or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given if delivered personally or telecopied, on the date of such delivery, or if sent by reputable overnight courier, on the first Business Day following the date of such mailing, as follows:

(a)

if to the Company:

YOU On Demand Holdings, Inc.
27 Union Square West, Suite 502
New York, New York 10003
Attn: Shane McMahon
Telecopy: (212) 206-9112

with a copy to:

Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, CA 94304-1114
Attention: Thomas M. Shoesmith
Telecopy: (650) 233-4545

(b)

if to the Original Purchaser:

C Media Limited
CN11 Legend Town,
No. 1 Balizhuangdongli, Chaoyang District
Beijing, China 100025
Attn: Victor Chen, Vice President
Rainer Li, CFO
Telecopy: 86 10 8586 2775

with a copy to:

Reed Smith LLP
599 Lexington Ave.
New York, New York 10022
Attn: William N. Haddad
Telecopy: (212) 521-5400

(c)

if to the Purchasers or to the Purchaser Representative:

C Media Limited
CN11 Legend Town,
No. 1 Balizhuangdongli, Chaoyang District
Beijing, China 100025
Attn: Victor Chen, Vice President
Rainer Li, CFO
Telecopy: 86 10 8586 2775

with a copy to:

Reed Smith LLP
599 Lexington Ave.
New York, New York 10022
Attn: William N. Haddad
Telecopy: (212) 521-5400

(d)

if to McMahon:

Mr. Shane McMahon
YOU On Demand Holdings, Inc.
27 Union Square West, Suite 502
New York, New York 10003
Facsimile: (212) 206-9112

with a copy to:

Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, CA 94304-1114
Attention: Thomas M. Shoesmith
Telecopy: (650) 233-4545

and

K&L Gates LLP
599 Lexington Avenue
New York, NY 10022
Attention: Jack Vaughan
Facsimile: (212) 536-3901

Any party may by notice given in accordance with this Section 11.3 designate another address or Person for receipt of notices hereunder.

11.4 Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Other than the parties hereto and their successors and permitted assigns, and except as set forth in Section 9.1, no Person is intended to be a beneficiary of this Agreement. No party hereto may assign its rights under this Agreement without the prior written consent of the other party hereto; provided, however, that, without the prior written consent of the Company, (a) prior to the Closing the Original Purchaser may assign all or any portion of its rights hereunder (along with the corresponding obligations) to any Affiliate of the Original Purchaser and (b) after the Closing any Purchaser may assign all or any portion of its rights hereunder (along with the corresponding obligations) to any purchaser or transferee of shares of the Series E Preferred Stock. Any assignee of any Purchaser pursuant to the proviso of the foregoing sentence shall be deemed to be a “Purchaser” for all purposes of this Agreement.

11.5 Amendment and Waiver .

(a) No failure or delay on the part of the Company or any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or the Purchasers at Law, in equity or otherwise.

(b) Any amendment, supplement or modification of or to any provision of this Agreement and any waiver of any provision of this Agreement shall be effective only if it is made or given in writing and signed by the Company (in the case of any amendment, supplement, modification or waiver after the Closing, with the approval of not less than a majority of the directors not appointed by the Purchasers) and the Purchasers.

11.6 Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, all of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

11.7 Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

11.8 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the Requirements of Law of the State of New York without giving effect to the principles of conflict of Laws. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case located in the County of New York, for any Action arising out of or relating to this Agreement and the Contemplated Transactions (and agrees not to commence any Action relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement, or such other address as may be given by one or more parties to the other parties in accordance with the notice provisions of Section 11.3, shall be effective service of process for any action, suit or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

11.9 Severability . If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

11.10 Entire Agreement . This Agreement, together with the schedules and exhibits hereto, and the Company Agreements referred to herein or delivered pursuant hereto, are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement, together with the schedules and exhibits hereto, and the Company Agreements referred to herein or delivered pursuant hereto, supersede all prior agreements and understandings between the parties with respect to such subject matter.

11.11 Further Assurances . Subject to the terms and conditions of this Agreement, from time to time after the Closing, the Company and each Purchaser agree to cooperate with one another, and at the request of the Company or the Purchaser Representative, as applicable, to execute and deliver any further instruments or documents and take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the Contemplated Transactions and to otherwise carry out the intent of the parties hereunder. In furtherance and not in limitation of the foregoing, the Company agrees to all actions necessary to give effect to the voting rights of the Series E Preferred Stock in accordance with the terms thereof.

11.12 Public Announcements . Except as required by any Requirement of Law, none of the parties hereto will issue or make any reports, statements or releases to the public with respect to this Agreement or the Contemplated Transactions without consulting the Company or the Purchaser Representative, as applicable, AND without the approval of the Company and the Purchaser Representative, as applicable (such approval not to be unreasonably withheld or delayed).

11.13 Subsidiaries . Whenever this Agreement provides that a Subsidiary of the Company is obligated to take or refrain from taking any action, the Company shall cause such Subsidiary to take or refrain from taking such action.

11.14 Specific Performance . The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable Law, each party waives any objection to the imposition of such relief or any requirement for a bond.

11.15 Purchaser Representative .

(a) Each of the Purchasers that is a party to this Agreement hereby appoints the Purchaser Representative as his, her or its true and lawful agent, proxy and attorney-in-fact, to exercise all or any of the powers, authority and discretion conferred on such Purchaser Representative under this Agreement or any agreement between the Purchaser Representative and the Purchasers, including, but not limited to, the amendment of this Agreement or any other document or instrument related to the Contemplated Transactions (other than this Section) or the waiver of any provision of this Agreement or any other document or instrument related to the Contemplated Transactions (other than this Section); provided that all actions by the Purchaser Representative must be made in accordance with this Agreement.

(b) The Purchaser Representative shall not have any liability to any Purchaser with respect to actions taken or omitted to be taken by the Purchaser Representative in such capacity, except, in each case, with respect to Purchaser Representative’s gross negligence or willful misconduct.

(c) Any notice given to the Purchaser Representative will constitute notice to each and all of the Purchasers at the time notice is given to the Purchaser Representative. Any action taken by, or notice or instruction received from, the Purchaser Representative will be deemed to be action by, or notice or instruction from, each and all of the Purchasers. All actions, notices, communications and determinations by the Purchaser Representative to carry out its functions shall conclusively be deemed to have been authorized by, and shall be binding upon all of the Purchasers. Except as otherwise contained herein, other than notices or instructions from the Purchaser Representative, the Company and each of the other parties to any document or instrument related to the Contemplated Transaction pursuant to which notice or instruction is being given may disregard any notice or instruction received from any one or more individual Purchasers given, or purported to be given, on behalf of all of the Purchasers.

(d) The Purchaser Representative hereby agrees to do such acts, and execute such further documents, as shall be reasonably necessary to carry out the provisions of this Agreement. The Company is not and will not be in any way responsible for fees or expenses of the Purchaser Representative.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized as of the date first above written.

YOU ON DEMAND HOLDINGS, INC.

By____________________________________
Name:
Title:

[Signature Page to Series E Preferred Stock Purchase Agreement]

PURCHASER:

C MEDIA LIMITED

By:___________________________________
Name:
Title:

PURCHASER REPRESENTATIVE:

C MEDIA LIMITED

By:___________________________________
Name:
Title:

[Signature Page to Series E Preferred Stock Purchase Agreement]

OTHER PURCHASERS:

[_______________]

By:____________________________________
Name:
Title:

[_______________]

By:____________________________________
Name:
Title:

Exhibit 10.2

Execution Version

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated January 31, 2014 (this “ Agreement ”), between YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “ Company ”), and Shane McMahon an individual having the address specified on the signature page hereto (the “ Executive” ).

BACKGROUND

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.

The Company wishes to secure the services of the Executive as Chairman of the Company upon the terms and conditions hereinafter set forth, and the Executive wishes to render such services to the Company upon the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.	Employment by the Company . The Company agrees to employ the Executive in the position of Chairman of the Company and the Executive accepts such employment. The Executive shall have such responsibilities and duties as are consistent with his position, including as specified on Annex I hereto, and such other duties as assigned by the Board of Directors (the “ Board ”). During the term of this Agreement, the Executive will serve the Company faithfully, diligently and to the best of his ability, and will devote such time as is necessary to fulfill the duties commensurate with the Executive’s position. Executive shall work primarily from the Company’s offices in New York, New York.

2.	Term of Employment . The term of this Agreement (the “ Term ”) shall be for the initial period commencing on the date hereof (the “Effective Date ”) and ending on the second anniversary of the Effective Date, at which point it shall be automatically renewed for additional one year periods unless (a) either party hereto provides written notice to the other party that it elects not to renew the Term at least ninety (90) days before the end of the then-current term or (b) the Executive is earlier terminated as provided in Section 4 hereof (provided that the provisions of Section 6 hereof shall survive any such termination).

3.	Compensation and Benefits . As full compensation for all services to be rendered by the Executive to the Company and/or its Subsidiaries and/or Affiliates in all capacities during the Term, the Executive shall receive the following compensation and benefits:

	3.1	Salary .

		3.1.1	The Company will pay an annual base salary of $300,000 (the “ Base Salary ”). The Executive’s Base Salary will be reviewed no less frequently than annually by the Compensation Committee of the Board of Directors to determine whether or not such Base Salary should be adjusted in light of the Executive’s duties, responsibilities and performance.

		3.1.2	The Base Salary will be payable by the issuance of shares of common stock of the Company (“ Employee Shares ”) on a periodic basis (in no event more frequently than monthly) to be agreed by the Company and the Executive, which Employee Shares shall be registered pursuant to the Securities Act of 1933, as amended, in a manner to be agreed by the Company and the Executive, with such number of Employee Shares to be determined by dividing (i) the amount equal to (A) a fraction, the numerator of which represents the number of months in respect of which Employee Shares are being issued and the denominator of which is twelve (12), multiplied by (B) the Base Salary, by (ii) the average trading price of shares of the Company’s common stock during the twenty (20) day trading period ending on the last day of the period in respect of which the Company is issuing Employee Shares.

		3.1.3	Within one business day of the date hereof, the Company will pay Executive the full amount of his salary that has been deferred prior to the date hereof, which amount equals $340,000.

	3.2	Bonus . The Company may pay an annual bonus if, as and when determined by the Compensation Committee of the Board in its sole discretion.

	3.3	Participation in Employee Benefit Plans; Other Benefits . The Executive shall be permitted during the Term to participate in all employee benefit plans, policies and practices now or hereafter maintained by or on behalf of the Company commensurate with the Executive's position with the Company. Nothing in this Agreement shall preclude the Company from terminating or amending any such plans or coverage so as to eliminate, reduce or otherwise change any benefit payable thereunder, so long as such change similarly affects all Company employees.

	3.4	Expenses . The Company shall pay or reimburse the Executive for all reasonable and necessary expenses actually incurred or paid by the Executive during the Term in the performance of the Executive's duties under this Agreement, upon submission and approval of expense statements, vouchers or other supporting information in accordance with the then customary practices of the Company.

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	3.5	Withholding of Taxes . The Company may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling.

4.	Termination .

	4.1	Termination upon Death . If the Executive dies during the Term, the Executive’s employment shall terminate as of the date of his death.

	4.2	Termination upon Disability . If during the Term the Executive becomes physically or mentally disabled, whether totally or partially, so that the Executive is unable to perform his essential job functions hereunder for a period aggregating 180 days during any twelve-month period, and it is determined by a physician acceptable to both the Company and the Executive that, by reason of such physical or mental disability, the Executive shall be unable to perform the essential job functions required of him hereunder for such period or periods, the Company may, by written notice to the Executive, terminate the Executive’s employment, in which event the Term shall terminate thirty (30) days after the date upon which the Company shall have given notice to the Executive of its intention to terminate the Executive’s employment because of the disability.

	4.3	Termination for Cause . The Company may at any time by written notice to the Executive terminate his employment immediately and, except as provided in Section 5.2 hereof, the Executive shall have no right to receive any compensation or benefit hereunder on and after the date of such notice, in the event that an event of “Cause” occurs. For purposes of this Agreement “ Cause ” shall mean:

	4.3.1	the Executive breaches any material term of this Agreement and fails to cure such breach (where capable of cure) within 14 days after the receipt of notice from the Board of such breach, which notice shall state in reasonable detail the facts and circumstances claimed to be a breach and of the intent of the Company to terminate the Executive's employment upon the failure of the Executive to cure such breach; or

	4.3.2	a good faith determination by the Board that the Executive has committed a felonious act of fraud, misappropriation, embezzlement, or theft or a breach of fiduciary duty involving personal profit; or

	4.3.3	the Executive is convicted of, or enters a no contest plea to, any criminal offense constituting a felony or a crime involving moral turpitude.

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	4.4	Termination without Cause . The Company may terminate the Executive’s employment at any time, without cause, upon 30 days' written notice by the Company to the Executive and, except as provided in Section 5.1 hereof, the Executive shall have no right to receive any compensation or benefit hereunder after such termination.

	4.5	Termination with Good Reason . The Executive may terminate his employment with “Good Reason”, by giving 30 days’ prior written notice of termination to the Company. For purposes of this Agreement “ Good Reason ” shall mean any of the following, without the Executive’s written consent:

		4.5.1	a material reduction in the Executive’s Base Salary (unless such reduction is pursuant to a general reduction in salary applicable to all similarly situated employees of the Company);

		4.5.2	any material diminution of the Executive’s authority, duties or responsibilities;

		4.5.3	a material change in the Executive’s principal place of employment to a location more than 50 miles from the Executive’s place of employment as of the Effective Date; or

		4.5.4	a material breach by the Company of this Agreement

		Notwithstanding the above, the occurrence of any of the events described in Sections 4.5.1 , 4.5.2 , 4.5.3 or 4.5.4 above will not constitute a Good Reason unless and until the Executive gives the Company notice, within thirty (30) calendar days after the occurrence of any of the events described in Sections 4.5.1 , 4.5.2 , 4.5.3 or 4.5.4 above, that such circumstances constitute Good Reason, and the Company thereafter fails to cure such circumstances within thirty (30) days after receipt of such notice.

5.	Severance Payments .

	5.1	Termination without Cause, with Good Reason, or Non-Renewal by the Company . If during the Term (a) the Company terminates the Executive’s employment pursuant to Section 4.4 hereof (Termination without Cause), (b) the Company elects not to renew this Agreement pursuant to Section 2 hereof, or (c) the Executive terminates his employment pursuant to Section 4.5 hereof (Termination with Good Reason), all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination specified in the Company's or the Executive’s notice or the expiration of the then current term (the “ Termination Date ”), and the Executive shall be entitled to the following:

		5.1.1	(i)(A) if the Termination Date is within the initial two years of the Term, the Base Salary in effect on the Termination Date for a period of eighteen (18) months from the Termination Date, or (B) if termination is the result of Section 5.1(b) or the Termination Date is after the initial two years of the Term, the Base Salary in effect on the Termination Date for a period of twelve (12) months from the Termination Date, (the applicable period being referred to as the “ Severance Period ”), payable in cash in monthly installments beginning on the sixtieth (60 ^th ) day following the Termination Date; (ii) benefits under group health and life insurance plans in which the Executive participated prior to termination through the Severance Period; (iii) all unpaid expenses described in Section 3.4 , paid on or before the Termination Date; (iv) any earned but unpaid bonus pursuant to Section 3.2 , paid on or before the Termination Date; and (v) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits under the Company's pension, disability, and life insurance plans, policies, and programs, if any, paid in accordance with the terms of the applicable plan, policy or program;

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5.1.2

notwithstanding the terms of any option or award agreements to the contrary, all outstanding unvested options, warrants or restricted stock granted to the Executive shall become fully vested on the Termination Date and, with respect to options and warrants, shall thereafter be exercisable for the full term of the option or warrant.

		If, prior to the expiration of the Severance Period, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under clause (i) and (ii) of this Section 5.1 on or after the date of such violation. Notwithstanding the foregoing, payments of the amounts described in clauses (i) and (ii) of this Section 5.1 shall be conditioned on the delivery by the Executive, within forty-five (45) days following the Termination Date, and effectiveness of a release of any and all claims that the Executive may have against the Company through the date of termination, which release shall be in substantially the form attached as Annex II .

	5.2	Termination for Cause, Death or Disability . If this Agreement is terminated by the Company pursuant to Sections 4.1 (Termination upon Death), 4.2 (Termination upon Disability) or 4.3 (Termination for Cause) hereof or in the event the Executive elects not to renew this Agreement pursuant to Section 2 , the Executive shall receive only the amounts specified in clauses (iii), (iv) and (v) of Section 5.1 hereof.

6.	Certain Covenants of the Executive .

	6.1	Covenants Against Competition . The Executive acknowledges that: (i) he is one of the limited number of persons who will develop the paid media distribution business of the Company (the “ Company's Current Lines of Business ”); (ii) theCompany conducts such business in the People’s Republic of China; (iii) his work for the Company and its Subsidiaries and Affiliates, will bring him into close contact with many confidential affairs not readily available to the public; and (iv) the covenants contained in this Section 6 will not involve a substantial hardship upon his future livelihood. In order to induce the Company to enter into this Agreement, the Executive covenants and agrees that:

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	6.1.1	Non-Compete . During the Term and for a period of one year following the Executive’s termination of employment with the Company pursuant to Section 4.3 (Termination for Cause), resignation by the Executive other than for Good Reason or in the event the Executive elects not to renew this Agreement pursuant to Section 2 (the “ Restricted Period ”), the Executive shall not, in the People’s Republic of China (including all Special Administrative Regions thereof), (i) in any manner whatsoever engage in any capacity with any business competitive with the Company's Current Lines of Business for the Executive's own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate of the Company; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Current Lines of Business; provided, however, that the Executive may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Current Lines of Business. In addition, during the Restricted Period, the Executive shall not develop any property for use in the Company's Current Lines of Business on behalf of any person or entity other than the Company, its Subsidiaries and Affiliates.

	6.1.2	Confidential Information . During the Term, and for a three year period following the Executive’s termination of employment, the Executive shall not, directly or indirectly, disclose to any person or entity who is not authorized by the Company or any Subsidiary or Affiliate of the Company to receive such information, or use or appropriate for his own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate of the Company, any documents or other papers relating to the Company's Current Lines of Business or the customers of the Company or any Subsidiary or Affiliate of the Company, including, without limitation, files, business relationships and accounts, pricing policies, customer lists, computer software and hardware, or any other materials relating to the Company's Current Lines of Business or the customers of the Company or any Subsidiary or Affiliate of the Company or any trade secrets or confidential information, including, without limitation, any business or operational methods, drawings, sketches, designs or product concepts, know-how, marketing plans or strategies, product development techniques or plans, business acquisition plans, financial or other performance data, personnel and other policies of the Company or any Subsidiary or Affiliate of the Company, whether generated by the Executive or by any other person, except as required in the course of performing his duties hereunder or with the express written consent of the Company; provided, however, that the confidential information shall not include any information readily ascertainable from public or published information, or trade sources (other than as a direct or indirect result of unauthorized disclosure by the Executive).

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	6.1.3	Employees of and Consultants to the Company . During the Term and for the Restricted Period, the Executive shall not, directly or indirectly (other than in furtherance of the business of the Company), initiate communications with, solicit, persuade or attempt to persuade, entice, induce or encourage any individual who is then or who has been within the preceding 12-month period, an employee of or consultant to the Company or any of its Subsidiaries or Affiliates to terminate employment with, or a consulting relationship with, the Company or such Subsidiary or Affiliate, as the case may be, or to become employed by or enter into a contract or other agreement with any other person, and the Executive shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other person.

	6.1.4	Solicitation of Customers . During the Term and for the Restricted Period, the Executive shall not, directly or indirectly, initiate communications with, solicit, persuade, entice, induce, encourage (or assist in connection with any of the foregoing) any person who is then or has been within the preceding 12-month period a customer or account of the Company or its Subsidiaries or Affiliates, or any actual customer leads whose identity the Executive learned during the course of his employment with the Company, to terminate or to adversely alter its contractual or other relationship with the Company or its Subsidiaries or Affiliates.

	6.1.5	Business Opportunities . During the Term the Executive shall promptly disclose to the Company any business idea or opportunity which falls within the meaning of the Company's Current Lines of Business, which business idea or opportunity shall become the sole property of the Company.

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6.1.6

Intellectual Property . The Executive agrees that all Intellectual Property (as defined below) made or conceived by the Executive, either solely or jointly with others, during the Executive’s employment with the Company and within six (6) months after termination of such employment, whether or not such Intellectual Property is made or conceived during the hours of the Executive’s employment or with the use of the Company’s facilities, materials, or personnel, will be the property of the Company or its nominees. “ Intellectual Property ” means discoveries, concepts, and ideas, whether patentable or not, including apparatus, processes, methods techniques, and formulae, as well as improvements thereof or know-how related thereto, any “works made for hire” or other copyrighted or copyrightable material, and any notes, drawings, memoranda, correspondence, documents, records, notebooks, flow charts, computer programs and source and object codes, related or relating to any present or prospective activities of the Company or its affiliates. The Executive will, without royalty or any other additional consideration: (i) inform the Company promptly and fully in writing of such Intellectual Property; (ii) assign to the Company all the Executive’s right, title, and interest in and to such Intellectual Property; (iii) assist the Company or its nominees to obtain, maintain and enforce the Company’s rights with respect to such Intellectual Property; and (iv) execute, acknowledge, and deliver to the Company such written documents and instruments, and do such other acts, as may be necessary in the opinion of the Company to obtain, maintain or enforce the Company’s rights with respect to such Intellectual Property.

6.2	Rights and Remedies Upon Breach . If the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 hereof (collectively, the “ Restrictive Covenants” ), the Company and its Subsidiaries and Affiliates shall, in addition to the rights set forth in Section 5.1 hereof, have the right and remedy to seek from any court of competent jurisdiction specific performance of the Restrictive Covenants or injunctive relief against any act which would violate any of the Restrictive Covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Subsidiaries and Affiliates and that money damages will not provide an adequate remedy to the Company and its Subsidiaries and Affiliates. To the extent permitted by applicable law, each of the Company and the Executive waives any requirement for the posting of a bond or other security.

6.3	Severability of Covenants . If any of the Restrictive Covenants, or any part thereof, is held by a court of competent jurisdiction or any foreign, federal, state, county or local government or other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the Restrictive Covenants shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and such court, government, agency or authority shall be empowered to substitute, to the extent enforceable, provisions similar thereto or other provisions so as to provide to the Company and its Subsidiaries and Affiliates, to the fullest extent permitted by applicable law, the benefits intended by such provisions.

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7.	No Conflicts . The Executive agrees and acknowledges that his employment by the Company and compliance with this Agreement do not and will not breach any agreement made by the Executive to keep in confidence information acquired by him prior to or outside of his employment with the Company. The Executive will comply with any and all valid obligations which he may now have to prior employers or to others relating to confidential information, inventions or discoveries which are the property of those prior employers or others, as the case may be. The Executive has supplied or will promptly supply to the Company upon its request a copy of each written agreement setting forth any obligations. The Executive hereby agrees and acknowledges that he has not brought and will not bring with him for use in the performance of his duties at the Company any materials, documents or information of a former employer or any third party that are not generally available to the public, unless he has express written authorization from the owner thereof for possession and use of the Executive otherwise has undisputed proprietary rights to such material, documents or information.

8.	Other Provisions .

	8.1	Notices . Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telecopied, telegraphed or telexed, or sent by certified, registered or express mail, postage prepaid, to the parties at the addresses of the respective parties as specified on the signature pages hereto or at such other addresses as shall be specified by the parties by like notice, and shall be deemed given when so delivered personally, telecopied, telegraphed or telexed, if delivered during regular business hours (or the next business day, if after regular business hours) or if mailed, three days after the date of mailing, as follows.

	8.2	Entire Agreement . This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior contracts and other agreements, written or oral, with respect thereto.

	8.3	Waivers and Amendments . This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

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	8.4	Governing Law, Consent to Jurisdiction, etc . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof (except Section 5-1401 of New York’s General Obligations Law). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

	8.5	Compliance with Section 409A . The parties to this Agreement intend that the Agreement complies with Section 409A of the Code, where applicable, and this Agreement will be interpreted in a manner consistent with that intention. Notwithstanding any other provisions of this Agreement to the contrary, and solely to the extent necessary for compliance with Section 409A of the Code, if as of the date of Executive’s “separation from service” (within the meaning of Section 409A of the Code and the applicable regulations) from the Company, (i) Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code), and (ii) the Company or any member of a controlled group including the Company is publicly traded on an established securities market or otherwise, no payment or other distribution required to be made to Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of Executive’s separation from service will be made earlier than the first day of the seventh month following the date on which the Executive separates from service with the Company, or if earlier within thirty (30) days of the Executive’s date of death following the date of such separation. Notwithstanding the foregoing, this provision will not apply to (a) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (b) to the portion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (c) to any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Code Section 409A. Notwithstanding anything to the contrary herein, a termination of employmentwill not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” or like terms will mean a separation from service. For purposes of Section 409A of the Code, each payment made under this Agreement will be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

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	8.6	Binding Effect; Benefit . This Agreement shall inure to the benefit of and be binding upon the parties hereto and any successors and assigns permitted or required by Section 8.7 hereof. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or such successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

	8.7	Assignment . This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive. The Company may not assign this Agreement and its rights, together with its obligations, hereunder without the Executive’s prior written consent, except in connection with any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise.

	8.8	Further Assurances . The Executive will executive and deliver all instruments and other documents which the Company reasonably determines to be necessary or appropriate to carry out the terms of this Agreement.

	8.9	Indemnification . The Executive will be entitled to indemnification to the fullest extent provided under applicable law and the terms of the Company’s Articles of Incorporation and By-laws, and any other indemnity agreement to which he is a party or beneficiary. Further, the Executive shall be covered under any applicable insurance coverage maintained by the Company with respect to its executive officers. Without limiting any other provision of this Agreement, this Section 8.9 will survive the termination or expiration of this Agreement for any reason.

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8.10

Definitions . For purposes of this Agreement:

	8.10.1	“ Affiliate ” means a person that, directly or indirectly, controls or is controlled by, or is under common control with the Company;

	8.10.2	“ control ” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities or by contract or other agreement or otherwise; and

	8.10.3	“ Subsidiary ” means any person or entity as to which the Company, directly or indirectly, owns or has the power to vote, or to exercise a controlling influence with respect to, fifty percent (50%) or more of the securities of any class of such person, the holders of which class are entitled to vote for the election of directors (or persons performing similar functions) of such person and shall specifically include any variable interest entity of the Company whose financial results are consolidated with those of the Company under U.S. generally accepted accounting principles.

	8.11	Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

	8.12	Headings . The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

[Signature page follows]

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

COMPANY:

YOU ON DEMAND HOLDINGS, INC.

By:   /s/ Marc Urbach
         Name: Marc Urbach
         Title: President and Chief Financial Officer
         Address: 27 Union Square West,
                           Suite 502
                           New York, New York, 10003

[Signature to McMahon Employment Agreement]

	EXECUTIVE:

	SHANE MCMAHON

	/s/ Shane McMahon
	Address:

[Signature to McMahon Employment Agreement]

Annex I

Duties and Responsibilities

The Chairman shall be an officer and principal executive of the Corporation and shall provide advice to, and guide and assist the Corporation’s Chief Executive Officer and have such other duties as may from time to time be assigned to him or her by the Board of Directors. The Chairman, shall, in the absence of the Executive Chairman, preside at meetings of the Board of Directors and stockholders of the Corporation.

Annex II

GENERAL RELEASE

I, Shane McMahon, in consideration of and subject to the performance by the Company, of its obligations under Section 5.1 of the Employment Agreement, dated as of January 31, 2014 (the “ Agreement ”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and subsidiaries and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates and subsidiaries and direct or indirect owners (collectively, the “ Released Partie s ”) to the extent provided herein (this “ General Release ”). The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1.	I understand that any payments or benefits paid or granted to me under Section 5.1 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 5.1 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its respective affiliates.

2.	Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company and/or any of the Released Parties which I, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have (through the date that this General Release becomes effective and enforceable), by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release relating exclusively to any claims arising from or relating in any way to my employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”). I understand and intend that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this General Release.

3.	I represent and warrant that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.	I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5.	Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or Claims (a) arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof, (b) I have to workers’ compensation benefits or vested benefits under any pension plan, employee benefit plan or any other plan or program of the Company, or (c) with respect to indemnification for actions brought against me in my capacity as an officer, manager or director of the Company or any subsidiary or affiliate of the Company, whether pursuant to statute, the Company’s articles of incorporation or bylaws, or any separate agreement, but excluding any claims which I, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have (through the date that this General Release becomes effective and enforceable), by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, relating to any other relationship with the Company, including, without limitation, as option holder, stockholder, lender, director or otherwise.

6.	I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever for any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the foregoing, I acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

7.	In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event that I should bring a Claim seeking damages against the Company, or in the event that I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law.

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8.	I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

9.	I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company or as required by law.

10.	Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self-regulatory organization or governmental entity.

11.	I hereby acknowledge that certain provisions of the Agreement, including Section 6 thereof shall survive my execution of this General Release.

12.	I acknowledge that I may hereafter discover Claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13.	Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This General Release constitutes the complete and entire agreement and understanding among the parties, and supersedes any and all prior or contemporaneous agreements, commitments, understandings or arrangements, whether written or oral, between or among any of the parties, in each case concerning the subject matter hereof.

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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

	(i)	I HAVE READ IT CAREFULLY;

	(ii)	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

	(iii)	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

	(iv)	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

	(v)	I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

	(vi)	I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

	(vii)	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

	(viii)	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:

DATE:

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Exhibit 10.3

Execution Version

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated January 31, 2014 (this “ Agreement ”), between YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “ Company ”), and Weicheng Liu an individual having the address specified on the signature page hereto (the “ Executive” ).

BACKGROUND

The Company wishes to secure the services of the Executive as Chief Executive Officer of the Company upon the terms and conditions hereinafter set forth, and the Executive wishes to render such services to the Company upon the terms and conditions hereinafter set forth.

AGREEMENT

1.	Employment by the Company . The Company agrees to employ the Executive in the position of Chief Executive Officer of the Company and the Executive accepts such employment. The Executive shall have such responsibilities and duties as are consistent with his position, including as specified on Annex I hereto, and such other duties as assigned by the Board of Directors (the “ Board ”). During the term of this Agreement, the Executive will serve the Company faithfully, diligently and to the best of his ability, and will devote a majority of his business time and efforts to the business and affairs of the Company (including its Subsidiaries and Affiliates) and the promotion of its interests. Executive shall work primarily from the Company’s offices in Beijing, China.

2.	Term of Employment . The term of this Agreement (the “ Term ”) shall be for the initial period commencing on the date hereof (the “Effective Date ”) and ending on the second anniversary of the Effective Date, at which point it shall be automatically renewed for additional one year periods unless (a) either party hereto provides written notice to the other party that it elects not to renew the Term at least ninety (90) days before the end of the then-current term or (b) the Executive is earlier terminated as provided in Section 4 hereof (provided that the provisions of Section 6 hereof shall survive any such termination).

3.	Compensation and Benefits . As full compensation for all services to be rendered by the Executive to the Company and/or its Subsidiaries and/or Affiliates in all capacities during the Term, the Executive shall receive the following compensation and benefits:

	3.1	Salary .

		3.1.1	The Company will pay an annual base salary of RMB 1,693,750 (the “ Base Salary ”). The Executive’s Base Salary will be reviewed no less frequently than annually by the Compensation Committee of the Board of Directors to determine whether or not such Base Salary should be adjusted in light of the Executive’s duties, responsibilities and performance.

			The Executive’s Base Salary will be payable not less frequently than monthly or at more frequent intervals in accordance with the then customary payroll practices of the Company. ]

	3.2	Bonus . The Company may pay an annual bonus if, as and when determined by the Compensation Committee of the Board in its sole discretion.

	3.3	Participation in Employee Benefit Plans; Other Benefits . The Executive shall be permitted during the Term to participate in all employee benefit plans, policies and practices now or hereafter maintained by or on behalf of the Company commensurate with the Executive's position with the Company. Nothing in this Agreement shall preclude the Company from terminating or amending any such plans or coverage so as to eliminate, reduce or otherwise change any benefit payable thereunder, so long as such change similarly affects all Company employees.

	3.4	Expenses . The Company shall pay or reimburse the Executive for all reasonable and necessary expenses actually incurred or paid by the Executive during the Term in the performance of the Executive's duties under this Agreement, upon submission and approval of expense statements, vouchers or other supporting information in accordance with the then customary practices of the Company.

	3.5	Withholding of Taxes . The Company may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling.

4.	Termination .

	4.1	Termination upon Death . If the Executive dies during the Term, the Executive’s employment shall terminate as of the date of his death.

	4.2	Termination upon Disability . If during the Term the Executive becomes physically or mentally disabled, whether totally or partially, so that the Executive is unable to perform his essential job functions hereunder for a period aggregating 180 days during any twelve-month period, and it is determined by a physician acceptable to both the Company and the Executive that, by reason of such physical or mental disability, the Executive shall be unable to perform the essential job functions required of him hereunder for such period or periods, the Company may, by written notice to the Executive, terminate the Executive’s employment, in which event the Term shall terminate thirty (30) days after the date upon which the Company shall have given notice to the Executive of its intention to terminate the Executive’s employment because of the disability.

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4.3	Termination for Cause . The Company may at any time by written notice to the Executive terminate his employment immediately and, except as provided in Section 5.2 hereof, the Executive shall have no right to receive any compensation or benefit hereunder on and after the date of such notice, in the event that an event of “Cause” occurs. For purposes of this Agreement “ Cause ” shall mean:

	4.3.1	the Executive breaches any material term of this Agreement and fails to cure such breach (where capable of cure) within 14 days after the receipt of notice from the Board of such breach, which notice shall state in reasonable detail the facts and circumstances claimed to be a breach and of the intent of the Company to terminate the Executive's employment upon the failure of the Executive to cure such breach; or

	4.3.2	a good faith determination by the Board that the Executive has committed a felonious act of fraud, misappropriation, embezzlement, or theft or a breach of fiduciary duty involving personal profit; or

	4.3.3	the Executive is convicted of, or enters a no contest plea to, any criminal offense constituting a felony or a crime involving moral turpitude.

4.4	Termination without Cause . The Company may terminate the Executive’s employment at any time, without cause, upon 30 days' written notice by the Company to the Executive and, except as provided in Section 5.1 hereof, the Executive shall have no right to receive any compensation or benefit hereunder after such termination.

4.5	Termination with Good Reason . The Executive may terminate his employment with “Good Reason”, by giving 30 days’ prior written notice of termination to the Company. For purposes of this Agreement “ Good Reason ” shall mean any of the following, without the Executive’s written consent:

	4.5.1	a material reduction in the Executive’s Base Salary (unless such reduction is pursuant to a general reduction in salary applicable to all similarly situated employees of the Company);

	4.5.2	any material diminution of the Executive’s authority, duties or responsibilities;

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	4.5.3	a material change in the Executive’s principal place of employment to a location more than 50 miles from the Executive’s place of employment as of the Effective Date; or

	4.5.4	a material breach by the Company of this Agreement

Notwithstanding the above, the occurrence of any of the events described in Sections 4.5.1 , 4.5.2 , 4.5.3 or 4.5.4 above will not constitute a Good Reason unless and until the Executive gives the Company notice, within thirty (30) calendar days after the occurrence of any of the events described in Sections 4.5.1 , 4.5.2 , 4.5.3 or 4.5.4 above, that such circumstances constitute Good Reason, and the Company thereafter fails to cure such circumstances within thirty (30) days after receipt of such notice.

5.	Severance Payments .

	5.1	Termination without Cause, with Good Reason, or Non-Renewal by the Company . If during the Term (a) the Company terminates the Executive’s employment pursuant to Section 4.4 hereof (Termination without Cause), (b) the Company elects not to renew this Agreement pursuant to Section 2 hereof, or (c) the Executive terminates his employment pursuant to Section 4.5 hereof (Termination with Good Reason), all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination specified in the Company's or the Executive’s notice or the expiration of the then current term (the “ Termination Date ”), and the Executive shall be entitled to the following:

		5.1.1	(i)(A) if the Termination Date is within the initial two years of the Term, the Base Salary in effect on the Termination Date for a period of eighteen (18) months from the Termination Date, or (B) if termination is the result of Section 5.1(b) or the Termination Date is after the initial two years of the Term, the Base Salary in effect on the Termination Date for a period of twelve (12) months from the Termination Date, (the applicable period being referred to as the “ Severance Period ”), payable in cash in monthly installments beginning on the sixtieth (60 ^th ) day following the Termination Date; (ii) benefits under group health and life insurance plans in which the Executive participated prior to termination through the Severance Period; (iii) all unpaid expenses described in Section 3.4 , paid on or before the Termination Date; (iv) any earned but unpaid bonus pursuant to Section 3.2 , paid on or before the Termination Date; and (v) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits under the Company's pension, disability, and life insurance plans, policies, and programs, if any, paid in accordance with the terms of the applicable plan, policy or program;

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5.1.2

	If, prior to the expiration of the Severance Period, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under clause (i) and (ii) of this Section 5.1 on or after the date of such violation. Notwithstanding the foregoing, payments of the amounts described in clauses (i) and (ii) of this Section 5.1 shall be conditioned on the delivery by the Executive, within forty-five (45) days following the Termination Date, and effectiveness of a release of any and all claims that the Executive may have against the Company through the date of termination, which release shall be in substantially the form attached as Annex II .

5.2	Termination for Cause, Death or Disability . If this Agreement is terminated by the Company pursuant to Sections 4.1 (Termination upon Death), 4.2 (Termination upon Disability) or 4.3 (Termination for Cause) hereof or in the event the Executive elects not to renew this Agreement pursuant to Section 2 , the Executive shall receive only the amounts specified in clauses (iii), (iv) and (v) of Section 5.1 hereof.

6.	Certain Covenants of the Executive .

	6.1	Covenants Against Competition . The Executive acknowledges that: (i) he is one of the limited number of persons who will develop the paid media distribution business of the Company (the “ Company's Current Lines of Business ”); (ii) the Company conducts such business in the People’s Republic of China; (iii) his work for the Company and its Subsidiaries and Affiliates, will bring him into close contact with many confidential affairs not readily available to the public; and (iv) the covenants contained in this Section 6 will not involve a substantial hardship upon his future livelihood. In order to induce the Company to enter into this Agreement, the Executive covenants and agrees that:

		6.1.1	Non-Compete . During the Term and for a period of one year following the Executive’s termination of employment with the Company pursuant to Section 4.3 (Termination for Cause), resignation by the Executive other than for Good Reason or in the event the Executive elects not to renew this Agreement pursuant to Section 2 (the “ Restricted Period ”), the Executive shall not, in the People’s Republic of China (including all Special Administrative Regions thereof), (i) in any manner whatsoever engage in any capacity with any business competitive with the Company's Current Lines of Business for the Executive's own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate of the Company; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Current Lines of Business; provided, however, that the Executive may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Current Lines of Business. In addition, during the Restricted Period, the Executive shall not develop any property for use in the Company's Current Lines of Business on behalf of any person or entity other than the Company, its Subsidiaries and Affiliates.

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	6.1.2	Confidential Information . During the Term, and for a three year period following the Executive’s termination of employment, the Executive shall not, directly or indirectly, disclose to any person or entity who is not authorized by the Company or any Subsidiary or Affiliate of the Company to receive such information, or use or appropriate for his own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate of the Company, any documents or other papers relating to the Company's Current Lines of Business or the customers of the Company or any Subsidiary or Affiliate of the Company, including, without limitation, files, business relationships and accounts, pricing policies, customer lists, computer software and hardware, or any other materials relating to the Company's Current Lines of Business or the customers of the Company or any Subsidiary or Affiliate of the Company or any trade secrets or confidential information, including, without limitation, any business or operational methods, drawings, sketches, designs or product concepts, know-how, marketing plans or strategies, product development techniques or plans, business acquisition plans, financial or other performance data, personnel and other policies of the Company or any Subsidiary or Affiliate of the Company, whether generated by the Executive or by any other person, except as required in the course of performing his duties hereunder or with the express written consent of the Company; provided, however, that the confidential information shall not include any information readily ascertainable from public or published information, or trade sources (other than as a direct or indirect result of unauthorized disclosure by the Executive).

	6.1.3	Employees of and Consultants to the Company . During the Term and for the Restricted Period, the Executive shall not, directly or indirectly (other than in furtherance of the business of the Company), initiate communications with, solicit, persuade or attempt to persuade, entice, induce or encourage any individual who is then or who has been within the preceding 12-month period, an employee of or consultant to the Company or any of its Subsidiaries or Affiliates to terminate employment with, or a consulting relationship with, the Company or such Subsidiary or Affiliate, as the case may be, or to become employed by or enter into a contract or other agreement with any other person, and the Executive shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other person.

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	6.1.4	Solicitation of Customers . During the Term and for the Restricted Period, the Executive shall not, directly or indirectly, initiate communications with, solicit, persuade, entice, induce, encourage (or assist in connection with any of the foregoing) any person who is then or has been within the preceding 12-month period a customer or account of the Company or its Subsidiaries or Affiliates, or any actual customer leads whose identity the Executive learned during the course of his employment with the Company, to terminate or to adversely alter its contractual or other relationship with the Company or its Subsidiaries or Affiliates.

	6.1.5	Business Opportunities . During the Term the Executive shall promptly disclose to the Company any business idea or opportunity which falls within the meaning of the Company's Current Lines of Business, which business idea or opportunity shall become the sole property of the Company.

	6.1.6	Intellectual Property . The Executive agrees that all Intellectual Property (as defined below) made or conceived by the Executive, either solely or jointly with others, during the Executive’s employment with the Company and within six (6) months after termination of such employment, whether or not such Intellectual Property is made or conceived during the hours of the Executive’s employment or with the use of the Company’s facilities, materials, or personnel, will be the property of the Company or its nominees. “ Intellectual Property ” means discoveries, concepts, and ideas, whether patentable or not, including apparatus, processes, methods techniques, and formulae, as well as improvements thereof or know-how related thereto, any “works made for hire” or other copyrighted or copyrightable material, and any notes, drawings, memoranda, correspondence, documents, records, notebooks, flow charts, computer programs and source and object codes, related or relating to any present or prospective activities of the Company or its affiliates. The Executive will, without royalty or any other additional consideration: (i) inform the Company promptly and fully in writing of such Intellectual Property; (ii) assign to the Company all the Executive’s right, title, and interest in and to such Intellectual Property; (iii) assist the Company or its nominees to obtain, maintain and enforce the Company’s rights with respect to such Intellectual Property; and (iv) execute, acknowledge, and deliver to the Company such written documents and instruments, and do such other acts, as may be necessary in the opinion of the Company to obtain, maintain or enforce the Company’s rights with respect to such Intellectual Property.

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	6.2	Rights and Remedies Upon Breach . If the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 hereof (collectively, the “ Restrictive Covenants” ), the Company and its Subsidiaries and Affiliates shall, in addition to the rights set forth in Section 5.1 hereof, have the right and remedy to seek from any court of competent jurisdiction specific performance of the Restrictive Covenants or injunctive relief against any act which would violate any of the Restrictive Covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Subsidiaries and Affiliates and that money damages will not provide an adequate remedy to the Company and its Subsidiaries and Affiliates. To the extent permitted by applicable law, each of the Company and the Executive waives any requirement for the posting of a bond or other security.

	6.3	Severability of Covenants . If any of the Restrictive Covenants, or any part thereof, is held by a court of competent jurisdiction or any foreign, federal, state, county or local government or other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the Restrictive Covenants shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and such court, government, agency or authority shall be empowered to substitute, to the extent enforceable, provisions similar thereto or other provisions so as to provide to the Company and its Subsidiaries and Affiliates, to the fullest extent permitted by applicable law, the benefits intended by such provisions.

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7.	No Conflicts . The Executive agrees and acknowledges that his employment by the Company and compliance with this Agreement do not and will not breach any agreement made by the Executive to keep in confidence information acquired by him prior to or outside of his employment with the Company. The Executive will comply with any and all valid obligations which he may now have to prior employers or to others relating to confidential information, inventions or discoveries which are the property of those prior employers or others, as the case may be. The Executive has supplied or will promptly supply to the Company upon its request a copy of each written agreement setting forth any obligations. The Executive hereby agrees and acknowledges that he has not brought and will not bring with him for use in the performance of his duties at the Company any materials, documents or information of a former employer or any third party that are not generally available to the public, unless he has express written authorization from the owner thereof for possession and use of the Executive otherwise has undisputed proprietary rights to such material, documents or information.

8.	Other Provisions .

	8.1	Notices . Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telecopied, telegraphed or telexed, or sent by certified, registered or express mail, postage prepaid, to the parties at the addresses of the respective parties as specified on the signature pages hereto or at such other addresses as shall be specified by the parties by like notice, and shall be deemed given when so delivered personally, telecopied, telegraphed or telexed, if delivered during regular business hours (or the next business day, if after regular business hours) or if mailed, three days after the date of mailing, as follows.

	8.2	Entire Agreement . This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior contracts and other agreements, written or oral, with respect thereto.

	8.3	Waivers and Amendments . This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

	8.4	Governing Law, Consent to Jurisdiction, etc . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof (except Section 5-1401 of New York’s General Obligations Law). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

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8.5

Compliance with Section 409A . The parties to this Agreement intend that the Agreement complies with Section 409A of the Code, where applicable, and this Agreement will be interpreted in a manner consistent with that intention. Notwithstanding any other provisions of this Agreement to the contrary, and solely to the extent necessary for compliance with Section 409A of the Code, if as of the date of Executive’s “separation from service” (within the meaning of Section 409A of the Code and the applicable regulations) from the Company, (i) Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code), and (ii) the Company or any member of a controlled group including the Company is publicly traded on an established securities market or otherwise, no payment or other distribution required to be made to Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of Executive’s separation from service will be made earlier than the first day of the seventh month following the date on which the Executive separates from service with the Company, or if earlier within thirty (30) days of the Executive’s date of death following the date of such separation. Notwithstanding the foregoing, this provision will not apply to (a) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (b) to the portion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (c) to any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Code Section 409A. Notwithstanding anything to the contrary herein, a termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” or like terms will mean a separation from service. For purposes of Section 409A of the Code, each payment made under this Agreement will be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

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	8.6	Binding Effect; Benefit . This Agreement shall inure to the benefit of and be binding upon the parties hereto and any successors and assigns permitted or required by Section 8.7 hereof. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or such successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

	8.7	Assignment . This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive. The Company may not assign this Agreement and its rights, together with its obligations, hereunder without the Executive’s prior written consent, except in connection with any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise.

	8.8	Further Assurances . The Executive will executive and deliver all instruments and other documents which the Company reasonably determines to be necessary or appropriate to carry out the terms of this Agreement.

	8.9	Indemnification . The Executive will be entitled to indemnification to the fullest extent provided under applicable law and the terms of the Company’s Articles of Incorporation and By-laws, and any other indemnity agreement to which he is a party or beneficiary. Further, the Executive shall be covered under any applicable insurance coverage maintained by the Company with respect to its executive officers. Without limiting any other provision of this Agreement, this Section 8.9 will survive the termination or expiration of this Agreement for any reason.

	8.10	Definitions . For purposes of this Agreement:

8.10.1

“ Affiliate ” means a person that, directly or indirectly, controls or is controlled by, or is under common control with the Company;

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	8.10.2	“ control ” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities or by contract or other agreement or otherwise; and

	8.10.3	“ Subsidiary ” means any person or entity as to which the Company, directly or indirectly, owns or has the power to vote, or to exercise a controlling influence with respect to, fifty percent (50%) or more of the securities of any class of such person, the holders of which class are entitled to vote for the election of directors (or persons performing similar functions) of such person and shall specifically include any variable interest entity of the Company whose financial results are consolidated with those of the Company under U.S. generally accepted accounting principles.

	8.11	Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

	8.12	Headings . The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

[Signature page follows]

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

COMPANY:

YOU ON DEMAND HOLDINGS, INC.

By: / s/ Marc Urbach
       Name: Marc Urbach
       Title: President and Chief FinancialOfficer
       Address: 27 Union Square West,
                        Suite 502
                        New York, New York, 10003

[Signature to Liu Employment Agreement]

	EXECUTIVE:

	WEICHENG LIU

	/s/ Weicheng Liu
	Address:

[Signature to Liu Employment Agreement]

Annex I

Duties and Responsibilities

The Chief Executive Officer shall have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall regularly communicate with the Chairman and shall perform all duties which from time to time may be requested of him or her by the Chairman and the Board of Directors. The Chief Executive Officer, shall, in the absence of both the Chairman and the Executive Chairman, preside at meetings of the Board of Directors and stockholders of the Corporation.

Annex II

GENERAL RELEASE

I, Weicheng Liu, in consideration of and subject to the performance by the Company, of its obligations under Section 5.1 of the Employment Agreement, dated as of January 31, 2014 (the “ Agreement ”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and subsidiaries and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates and subsidiaries and direct or indirect owners (collectively, the “ Released Partie s ”) to the extent provided herein (this “ General Release ”). The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1.	I understand that any payments or benefits paid or granted to me under Section 5.1 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 5.1 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its respective affiliates.

2.	Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company and/or any of the Released Parties which I, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have (through the date that this General Release becomes effective and enforceable), by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release relating exclusively to any claims arising from or relating in any way to my employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”). I understand and intend that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this General Release.

3.	I represent and warrant that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.	I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5.	Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or Claims (a) arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof, (b) I have to workers’ compensation benefits or vested benefits under any pension plan, employee benefit plan or any other plan or program of the Company, or (c) with respect to indemnification for actions brought against me in my capacity as an officer, manager or director of the Company or any subsidiary or affiliate of the Company, whether pursuant to statute, the Company’s articles of incorporation or bylaws, or any separate agreement, but excluding any claims which I, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have (through the date that this General Release becomes effective and enforceable), by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, relating to any other relationship with the Company, including, without limitation, as option holder, stockholder, lender, director or otherwise.

6.	I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever for any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the foregoing, I acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

7.	In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event that I should bring a Claim seeking damages against the Company, or in the event that I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law.

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8.	I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

9.	I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company or as required by law.

10.	Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self-regulatory organization or governmental entity.

11.	I hereby acknowledge that certain provisions of the Agreement, including Section 6 thereof shall survive my execution of this General Release.

12.	I acknowledge that I may hereafter discover Claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13.	Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This General Release constitutes the complete and entire agreement and understanding among the parties, and supersedes any and all prior or contemporaneous agreements, commitments, understandings or arrangements, whether written or oral, between or among any of the parties, in each case concerning the subject matter hereof.

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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

	(i)	I HAVE READ IT CAREFULLY;

	(ii)	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

	(iii)	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

	(iv)	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

	(v)	I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

	(vi)	I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

	(vii)	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

	(viii)	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:

DATE:

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Exhibit 10.4

Execution Version

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated January 31, 2014 (this “ Agreement ”), between YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “ Company ”), and Marc Urbach an individual having the address specified on the signature page hereto (the “ Executive” ).

BACKGROUND

The Company wishes to secure the services of the Executive as President and Chief Financial Officer of the Company upon the terms and conditions hereinafter set forth, and the Executive wishes to render such services to the Company upon the terms and conditions hereinafter set forth.

AGREEMENT

Employment by the Company . The Company agrees to employ the Executive in the position of President and Chief Financial Officer of the Company and the Executive accepts such employment. The Executive shall have such responsibilities and duties as are consistent with his position, including as specified on Annex I hereto, and such other duties as assigned by the Board of Directors (the “ Board ”). During the term of this Agreement, the Executive will serve the Company faithfully, diligently and to the best of his ability, and will devote a majority of his business time and efforts to the business and affairs of the Company (including its Subsidiaries and Affiliates) and the promotion of its interests. Executive shall work primarily from the Company’s offices in New York, New York.

2.	Term of Employment . The term of this Agreement (the “ Term ”) shall be for the initial period commencing on the date hereof (the “Effective Date ”) and ending on the second anniversary of the Effective Date, at which point it shall be automatically renewed for additional one year periods unless (a) either party hereto provides written notice to the other party that it elects not to renew the Term at least ninety (90) days before the end of the then-current term or (b) the Executive is earlier terminated as provided in Section 4 hereof (provided that the provisions of Section 6 hereof shall survive any such termination).

3.	Compensation and Benefits . As full compensation for all services to be rendered by the Executive to the Company and/or its Subsidiaries and/or Affiliates in all capacities during the Term, the Executive shall receive the following compensation and benefits:

	3.1	Salary .

		3.1.1	The Company will pay an annual base salary of $230,000 (the “ Base Salary ”). The Executive’s Base Salary will be reviewed no less frequently than annually by the Compensation Committee of the Board of Directors to determine whether or not such Base Salary should be adjusted in light of the Executive’s duties, responsibilities and performance.

			The Executive’s Base Salary will be payable not less frequently than monthly or at more frequent intervals in accordance with the then customary payroll practices of the Company. ]

	3.2	Bonus . The Company may pay an annual bonus if, as and when determined by the Compensation Committee of the Board in its sole discretion.

	3.3	Participation in Employee Benefit Plans; Other Benefits . The Executive shall be permitted during the Term to participate in all employee benefit plans, policies and practices now or hereafter maintained by or on behalf of the Company commensurate with the Executive's position with the Company. Nothing in this Agreement shall preclude the Company from terminating or amending any such plans or coverage so as to eliminate, reduce or otherwise change any benefit payable thereunder, so long as such change similarly affects all Company employees.

	3.4	Expenses . The Company shall pay or reimburse the Executive for all reasonable and necessary expenses actually incurred or paid by the Executive during the Term in the performance of the Executive's duties under this Agreement, upon submission and approval of expense statements, vouchers or other supporting information in accordance with the then customary practices of the Company.

	3.5	Withholding of Taxes . The Company may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling.

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4.	Termination .

	4.1	Termination upon Death . If the Executive dies during the Term, the Executive’s employment shall terminate as of the date of his death.

	4.2	Termination upon Disability . If during the Term the Executive becomes physically or mentally disabled, whether totally or partially, so that the Executive is unable to perform his essential job functions hereunder for a period aggregating 180 days during any twelve-month period, and it is determined by a physician acceptable to both the Company and the Executive that, by reason of such physical or mental disability, the Executive shall be unable to perform the essential job functions required of him hereunder for such period or periods, the Company may, by written notice to the Executive, terminate the Executive’s employment, in which event the Term shall terminate thirty (30) days after the date upon which the Company shall have given notice to the Executive of its intention to terminate the Executive’s employment because of the disability.

	4.3	Termination for Cause . The Company may at any time by written notice to the Executive terminate his employment immediately and, except as provided in Section 5.2 hereof, the Executive shall have no right to receive any compensation or benefit hereunder on and after the date of such notice, in the event that an event of “Cause” occurs. For purposes of this Agreement “ Cause ” shall mean:

	4.3.1	the Executive breaches any material term of this Agreement and fails to cure such breach (where capable of cure) within 14 days after the receipt of notice from the Board of such breach, which notice shall state in reasonable detail the facts and circumstances claimed to be a breach and of the intent of the Company to terminate the Executive's employment upon the failure of the Executive to cure such breach; or

	4.3.2	a good faith determination by the Board that the Executive has committed a felonious act of fraud, misappropriation, embezzlement, or theft or a breach of fiduciary duty involving personal profit; or

	4.3.3	the Executive is convicted of, or enters a no contest plea to, any criminal offense constituting a felony or a crime involving moral turpitude.

4.4	Termination without Cause . The Company may terminate the Executive’s employment at any time, without cause, upon 30 days' written notice by the Company to the Executive and, except as provided in Section 5.1 hereof, the Executive shall have no right to receive any compensation or benefit hereunder after such termination.

4.5	Termination with Good Reason . The Executive may terminate his employment with “Good Reason”, by giving 30 days’ prior written notice of termination to the Company. For purposes of this Agreement “ Good Reason ” shall mean any of the following, without the Executive’s written consent:

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	4.5.1	a material reduction in the Executive’s Base Salary (unless such reduction is pursuant to a general reduction in salary applicable to all similarly situated employees of the Company);

	4.5.2	any material diminution of the Executive’s authority, duties or responsibilities;

	4.5.3	a material change in the Executive’s principal place of employment to a location more than 50 miles from the Executive’s place of employment as of the Effective Date; or

	4.5.4	a material breach by the Company of this Agreement

5.	Severance Payments .

	5.1	Termination without Cause, with Good Reason, or Non-Renewal by the Company . If during the Term (a) the Company terminates the Executive’s employment pursuant to Section 4.4 hereof (Termination without Cause), (b) the Company elects not to renew this Agreement pursuant to Section 2 hereof, or (c) the Executive terminates his employment pursuant to Section 4.5 hereof (Termination with Good Reason), all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination specified in the Company's or the Executive’s notice or the expiration of the then current term (the “ Termination Date ”), and the Executive shall be entitled to the following:

		5.1.1	(i)(A) if the Termination Date is within the initial two years of the Term, the Base Salary in effect on the Termination Date for a period of eighteen (18) months from the Termination Date, or (B) if termination is the result of Section 5.1(b) or the Termination Date is after the initial two years of the Term, the Base Salary in effect on the Termination Date for a period of twelve (12) months from the Termination Date, (the applicable period being referred to as the “ Severance Period ”), payable in cash in monthly installments beginning on the sixtieth (60 ^th ) day following the Termination Date; (ii) benefits under group health and life insurance plans in which the Executive participated prior to termination through the Severance Period; (iii) all unpaid expenses described in Section 3.4 , paid on or before the Termination Date; (iv) any earned but unpaid bonus pursuant to Section 3.2 , paid on or before the Termination Date; and (v) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits under the Company's pension, disability, and life insurance plans, policies, and programs, if any, paid in accordance with the terms of the applicable plan, policy or program;

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5.1.2

		If, prior to the expiration of the Severance Period, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under clause (i) and (ii) of this Section 5.1 on or after the date of such violation. Notwithstanding the foregoing, payments of the amounts described in clauses (i) and (ii) of this Section 5.1 shall be conditioned on the delivery by the Executive, within forty-five (45) days following the Termination Date, and effectiveness of a release of any and all claims that the Executive may have against the Company through the date of termination, which release shall be in substantially the form attached as Annex II .

	5.2	Termination for Cause, Death or Disability . If this Agreement is terminated by the Company pursuant to Sections 4.1 (Termination upon Death), 4.2 (Termination upon Disability) or 4.3 (Termination for Cause) hereof or in the event the Executive elects not to renew this Agreement pursuant to Section 2 , the Executive shall receive only the amounts specified in clauses (iii), (iv) and (v) of Section 5.1 hereof.

6.	Certain Covenants of the Executive .

	6.1	Covenants Against Competition . The Executive acknowledges that: (i) he is one of the limited number of persons who will develop the paid media distribution business of the Company (the “ Company's Current Lines of Business ”); (ii) the Company conducts such business in the People’s Republic of China; (iii) his work for the Company and its Subsidiaries and Affiliates, will bring him into close contact with many confidential affairs not readily available to the public; and (iv) the covenants contained in this Section 6 will not involve a substantial hardship upon his future livelihood. In order to induce the Company to enter into this Agreement, the Executive covenants and agrees that:

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	6.1.1	Non-Compete . During the Term and for a period of one year following the Executive’s termination of employment with the Company pursuant to Section 4.3 (Termination for Cause), resignation by the Executive other than for Good Reason or in the event the Executive elects not to renew this Agreement pursuant to Section 2 (the “ Restricted Period ”), the Executive shall not, in the People’s Republic of China (including all Special Administrative Regions thereof), (i) in any manner whatsoever engage in any capacity with any business competitive with the Company's Current Lines of Business for the Executive's own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate of the Company; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Current Lines of Business; provided, however, that the Executive may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Current Lines of Business. In addition, during the Restricted Period, the Executive shall not develop any property for use in the Company's Current Lines of Business on behalf of any person or entity other than the Company, its Subsidiaries and Affiliates.

	6.1.2	Confidential Information . During the Term, and for a three year period following the Executive’s termination of employment, the Executive shall not, directly or indirectly, disclose to any person or entity who is not authorized by the Company or any Subsidiary or Affiliate of the Company to receive such information, or use or appropriate for his own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate of the Company, any documents or other papers relating to the Company's Current Lines of Business or the customers of the Company or any Subsidiary or Affiliate of the Company, including, without limitation, files, business relationships and accounts, pricing policies, customer lists, computer software and hardware, or any other materials relating to the Company's Current Lines of Business or the customers of the Company or any Subsidiary or Affiliate of the Company or any trade secrets or confidential information, including, without limitation, any business or operational methods, drawings, sketches, designs or product concepts, know-how, marketing plans or strategies, product development techniques or plans, business acquisition plans, financial or other performance data, personnel and other policies of the Company or any Subsidiary or Affiliate of the Company, whether generated by the Executive or by any other person, except as required in the course of performing his duties hereunder or with the express written consent of the Company; provided, however, that the confidential information shall not include any information readily ascertainable from public or published information, or trade sources (other than as a direct or indirect result of unauthorized disclosure by the Executive).

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	6.1.3	Employees of and Consultants to the Company . During the Term and for the Restricted Period, the Executive shall not, directly or indirectly (other than in furtherance of the business of the Company), initiate communications with, solicit, persuade or attempt to persuade, entice, induce or encourage any individual who is then or who has been within the preceding 12-month period, an employee of or consultant to the Company or any of its Subsidiaries or Affiliates to terminate employment with, or a consulting relationship with, the Company or such Subsidiary or Affiliate, as the case may be, or to become employed by or enter into a contract or other agreement with any other person, and the Executive shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other person.

	6.1.4	Solicitation of Customers . During the Term and for the Restricted Period, the Executive shall not, directly or indirectly, initiate communications with, solicit, persuade, entice, induce, encourage (or assist in connection with any of the foregoing) any person who is then or has been within the preceding 12-month period a customer or account of the Company or its Subsidiaries or Affiliates, or any actual customer leads whose identity the Executive learned during the course of his employment with the Company, to terminate or to adversely alter its contractual or other relationship with the Company or its Subsidiaries or Affiliates.

	6.1.5	Business Opportunities . During the Term the Executive shall promptly disclose to the Company any business idea or opportunity which falls within the meaning of the Company's Current Lines of Business, which business idea or opportunity shall become the sole property of the Company.

	6.1.6	Intellectual Property . The Executive agrees that all Intellectual Property (as defined below) made or conceived by the Executive, either solely or jointly with others, during the Executive’s employment with the Company and within six (6) months after termination of such employment, whether or not such Intellectual Property is made or conceived during the hours of the Executive’s employment or with the use of the Company’s facilities, materials, or personnel, will be the property of the Company or its nominees. “ Intellectual Property ” means discoveries, concepts, and ideas, whether patentable or not, including apparatus, processes, methods techniques, and formulae, as well as improvements thereof or know-how related thereto, any “works made for hire” or other copyrighted or copyrightable material, and any notes, drawings, memoranda, correspondence, documents, records, notebooks, flow charts, computer programs and source and object codes, related or relating to any present or prospective activities of the Company or its affiliates. The Executive will, without royalty or any other additional consideration: (i) inform the Company promptly and fully in writing of such Intellectual Property; (ii) assign to the Company all the Executive’s right, title, and interest in and to such Intellectual Property; (iii) assist the Company or its nominees to obtain, maintain and enforce the Company’s rights with respect to such Intellectual Property; and (iv) execute, acknowledge, and deliver to the Company such written documents and instruments, and do such other acts, as may be necessary in the opinion of the Company to obtain, maintain or enforce the Company’s rights with respect to such Intellectual Property.

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	6.2	Rights and Remedies Upon Breach . If the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 hereof (collectively, the “ Restrictive Covenants” ), the Company and its Subsidiaries and Affiliates shall, in addition to the rights set forth in Section 5.1 hereof, have the right and remedy to seek from any court of competent jurisdiction specific performance of the Restrictive Covenants or injunctive relief against any act which would violate any of the Restrictive Covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Subsidiaries and Affiliates and that money damages will not provide an adequate remedy to the Company and its Subsidiaries and Affiliates. To the extent permitted by applicable law, each of the Company and the Executive waives any requirement for the posting of a bond or other security.

	6.3	Severability of Covenants . If any of the Restrictive Covenants, or any part thereof, is held by a court of competent jurisdiction or any foreign, federal, state, county or local government or other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the Restrictive Covenants shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and such court, government, agency or authority shall be empowered to substitute, to the extent enforceable, provisions similar thereto or other provisions so as to provide to the Company and its Subsidiaries and Affiliates, to the fullest extent permitted by applicable law, the benefits intended by such provisions.

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7.	No Conflicts . The Executive agrees and acknowledges that his employment by the Company and compliance with this Agreement do not and will not breach any agreement made by the Executive to keep in confidence information acquired by him prior to or outside of his employment with the Company. The Executive will comply with any and all valid obligations which he may now have to prior employers or to others relating to confidential information, inventions or discoveries which are the property of those prior employers or others, as the case may be. The Executive has supplied or will promptly supply to the Company upon its request a copy of each written agreement setting forth any obligations. The Executive hereby agrees and acknowledges that he has not brought and will not bring with him for use in the performance of his duties at the Company any materials, documents or information of a former employer or any third party that are not generally available to the public, unless he has express written authorization from the owner thereof for possession and use of the Executive otherwise has undisputed proprietary rights to such material, documents or information.

8.	Other Provisions .

	8.1	Notices . Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telecopied, telegraphed or telexed, or sent by certified, registered or express mail, postage prepaid, to the parties at the addresses of the respective parties as specified on the signature pages hereto or at such other addresses as shall be specified by the parties by like notice, and shall be deemed given when so delivered personally, telecopied, telegraphed or telexed, if delivered during regular business hours (or the next business day, if after regular business hours) or if mailed, three days after the date of mailing, as follows.

	8.2	Entire Agreement . This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior contracts and other agreements, written or oral, with respect thereto.

	8.3	Waivers and Amendments . This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

	8.4	Governing Law, Consent to Jurisdiction, etc . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof (except Section 5-1401 of New York’s General Obligations Law). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

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8.5

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	8.6	Binding Effect; Benefit . This Agreement shall inure to the benefit of and be binding upon the parties hereto and any successors and assigns permitted or required by Section 8.7 hereof. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or such successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

	8.7	Assignment . This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive. The Company may not assign this Agreement and its rights, together with its obligations, hereunder without the Executive’s prior written consent, except in connection with any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise.

	8.8	Further Assurances . The Executive will executive and deliver all instruments and other documents which the Company reasonably determines to be necessary or appropriate to carry out the terms of this Agreement.

	8.9	Indemnification . The Executive will be entitled to indemnification to the fullest extent provided under applicable law and the terms of the Company’s Articles of Incorporation and By-laws, and any other indemnity agreement to which he is a party or beneficiary. Further, the Executive shall be covered under any applicable insurance coverage maintained by the Company with respect to its executive officers. Without limiting any other provision of this Agreement, this Section 8.9 will survive the termination or expiration of this Agreement for any reason.

	8.10	Definitions . For purposes of this Agreement:

8.10.1

“ Affiliate ” means a person that, directly or indirectly, controls or is controlled by, or is under common control with the Company;

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	8.10.2	“ control ” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities or by contract or other agreement or otherwise; and

	8.10.3	“ Subsidiary ” means any person or entity as to which the Company, directly or indirectly, owns or has the power to vote, or to exercise a controlling influence with respect to, fifty percent (50%) or more of the securities of any class of such person, the holders of which class are entitled to vote for the election of directors (or persons performing similar functions) of such person and shall specifically include any variable interest entity of the Company whose financial results are consolidated with those of the Company under U.S. generally accepted accounting principles.

	8.11	Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

	8.12	Headings . The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

[Signature page follows]

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

COMPANY:

YOU ON DEMAND HOLDINGS, INC.

By: /s/ Shane McMahon
       Name: Shane McMahon
       Title: Chairman
       Address: 27 Union Square West,
                        Suite 502
                        New York, New York, 10003

[Signature to Urbach Employment Agreement]

	EXECUTIVE:

	MARC URBACH

	/s/ Marc Urbach
	Address:

[Signature to Urbach Employment Agreement]

Annex I

Duties and Responsibilities

As described in the Company’s Second Amended and Restated Bylaws, adopted on January 31, 2014.

Annex II

GENERAL RELEASE

I, Marc Urbach, in consideration of and subject to the performance by the Company, of its obligations under Section 5.1 of the Employment Agreement, dated as of January 31, 2014 (the “ Agreement ”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and subsidiaries and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates and subsidiaries and direct or indirect owners (collectively, the “ Released Partie s ”) to the extent provided herein (this “ General Release ”). The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1.	I understand that any payments or benefits paid or granted to me under Section 5.1 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 5.1 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its respective affiliates.

2.	Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company and/or any of the Released Parties which I, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have (through the date that this General Release becomes effective and enforceable), by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release relating exclusively to any claims arising from or relating in any way to my employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”). I understand and intend that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this General Release.

3.	I represent and warrant that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.	I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5.	Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or Claims (a) arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof, (b) I have to workers’ compensation benefits or vested benefits under any pension plan, employee benefit plan or any other plan or program of the Company, or (c) with respect to indemnification for actions brought against me in my capacity as an officer, manager or director of the Company or any subsidiary or affiliate of the Company, whether pursuant to statute, the Company’s articles of incorporation or bylaws, or any separate agreement, but excluding any claims which I, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have (through the date that this General Release becomes effective and enforceable), by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, relating to any other relationship with the Company, including, without limitation, as option holder, stockholder, lender, director or otherwise.

6.	I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever for any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the foregoing, I acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

7.	In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event that I should bring a Claim seeking damages against the Company, or in the event that I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law.

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8.	I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

9.	I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company or as required by law.

10.	Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self-regulatory organization or governmental entity.

11.	I hereby acknowledge that certain provisions of the Agreement, including Section 6 thereof shall survive my execution of this General Release.

12.	I acknowledge that I may hereafter discover Claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13.	Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This General Release constitutes the complete and entire agreement and understanding among the parties, and supersedes any and all prior or contemporaneous agreements, commitments, understandings or arrangements, whether written or oral, between or among any of the parties, in each case concerning the subject matter hereof.

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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

	(i)	I HAVE READ IT CAREFULLY;

	(ii)	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

	(iii)	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

	(iv)	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

	(v)	I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

	(vi)	I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

	(vii)	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

	(viii)	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:

DATE:

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Exhibit 10.5

Execution Version

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated January 31, 2014 (this “ Agreement ”), between YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “ Company ”), and Xuesong Song an individual having the address specified on the signature page hereto (the “ Executive” ).

BACKGROUND

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 14,285714 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.

The Company wishes to secure the services of the Executive as Executive Chairman of the Company upon the terms and conditions hereinafter set forth, and the Executive wishes to render such services to the Company upon the terms and conditions hereinafter set forth.

AGREEMENT

1.	Employment by the Company . The Company agrees to employ the Executive in the position of Executive Chairman of the Company and the Executive accepts such employment. The Executive shall have such responsibilities and duties as are consistent with his position, including as specified on Annex I hereto, and such other duties as assigned by the Board of Directors (the “ Board ”). During the term of this Agreement, the Executive will serve the Company faithfully, diligently and to the best of his ability, and will devote such time as is necessary to fulfill the duties commensurate with the Executive’s position. Executive shall work primarily from the Company’s offices in Beijing, China.

2.	Term of Employment . The term of this Agreement (the “ Term ”) shall be for the initial period commencing on the date hereof (the “Effective Date ”) and ending on the second anniversary of the Effective Date, at which point it shall be automatically renewed for additional one year periods unless (a) either party hereto provides written notice to the other party that it elects not to renew the Term at least ninety (90) days before the end of the then-current term or (b) the Executive is earlier terminated as provided in Section 4 hereof (provided that the provisions of Section 6 hereof shall survive any such termination).

3.	Compensation and Benefits . As full compensation for all services to be rendered by the Executive to the Company and/or its Subsidiaries and/or Affiliates in all capacities during the Term, the Executive shall receive the following compensation and benefits:

	3.1	Salary .

		3.1.1	The Company will pay an annual base salary of $300,000 (the “ Base Salary ”). The Executive’s Base Salary will be reviewed no less frequently than annually by the Compensation Committee of the Board of Directors to determine whether or not such Base Salary should be adjusted in light of the Executive’s duties, responsibilities and performance.

		3.1.2	The Base Salary will be payable by the issuance of shares of common stock of the Company (“ Employee Shares ”) on a periodic basis (in no event more frequently than monthly) to be agreed by the Company and the Executive, which Employee Shares shall be registered pursuant to the Securities Act of 1933, as amended, in a manner to be agreed by the Company and the Executive, with such number of Employee Shares to be determined by dividing (i) the amount equal to (A) a fraction, the numerator of which represents the number in months in respect of which Employee Shares are being issued and the denominator of which is twelve (12), multiplied by (B) the Base Salary, by (ii) the average trading price of shares of the Company’s common stock during the twenty (20) day trading period ending on the last day of the period in respect of which the Company is issuing Employee Shares.

	3.2	Bonus . The Company may pay an annual bonus if, as and when determined by the Compensation Committee of the Board in its sole discretion.

	3.3	Participation in Employee Benefit Plans; Other Benefits . The Executive shall be permitted during the Term to participate in all employee benefit plans, policies and practices now or hereafter maintained by or on behalf of the Company commensurate with the Executive's position with the Company. Nothing in this Agreement shall preclude the Company from terminating or amending any such plans or coverage so as to eliminate, reduce or otherwise change any benefit payable thereunder, so long as such change similarly affects all Company employees.

	3.4	Expenses . The Company shall pay or reimburse the Executive for all reasonable and necessary expenses actually incurred or paid by the Executive during the Term in the performance of the Executive's duties under this Agreement, upon submission and approval of expense statements, vouchers or other supporting information in accordance with the then customary practices of the Company.

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3.5

Withholding of Taxes . The Company may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling.

4.	Termination .

	4.1	Termination upon Death . If the Executive dies during the Term, the Executive’s employment shall terminate as of the date of his death.

	4.2	Termination upon Disability . If during the Term the Executive becomes physically or mentally disabled, whether totally or partially, so that the Executive is unable to perform his essential job functions hereunder for a period aggregating

		180	days during any twelve-month period, and it is determined by a physician

		acceptable to both the Company and the Executive that, by reason of such physical or mental disability, the Executive shall be unable to perform the essential job functions required of him hereunder for such period or periods, the Company may, by written notice to the Executive, terminate the Executive’s employment, in which event the Term shall terminate thirty (30) days after the date upon which the Company shall have given notice to the Executive of its intention to terminate the Executive’s employment because of the disability.

	4.3	Termination for Cause . The Company may at any time by written notice to the Executive terminate his employment immediately and, except as provided in Section 5.2 hereof, the Executive shall have no right to receive any compensation or benefit hereunder on and after the date of such notice, in the event that an event of “Cause” occurs. For purposes of this Agreement “ Cause ” shall mean:

			4.3.1 the Executive breaches any material term of this Agreement and fails to cure such breach (where capable of cure) within 14 days after the receipt of notice from the Board of such breach, which notice shall state in reasonable detail the facts and circumstances claimed to be a breach and of the intent of the Company to terminate the Executive's employment upon the failure of the Executive to cure such breach; or

			4.3.2 a good faith determination by the Board that the Executive has committed a felonious act of fraud, misappropriation, embezzlement, or theft or a breach of fiduciary duty involving personal profit; or

			4.3.3 the Executive is convicted of, or enters a no contest plea to, any criminal offense constituting a felony or a crime involving moral turpitude.

	4.4	Termination without Cause . The Company may terminate the Executive’s employment at any time, without cause, upon 30 days' written notice by the Company to the Executive and, except as provided in Section 5.1 hereof, the Executive shall have no right to receive any compensation or benefit hereunder after such termination.

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4.5	Termination with Good Reason . The Executive may terminate his employment with “Good Reason”, by giving 30 days’ prior written notice of termination to the Company. For purposes of this Agreement “ Good Reason ” shall mean any of the following, without the Executive’s written consent:

	4.5.1	a material reduction in the Executive’s Base Salary (unless such reduction is pursuant to a general reduction in salary applicable to all similarly situated employees of the Company);

	4.5.2	any material diminution of the Executive’s authority, duties or responsibilities;

	4.5.3	a material change in the Executive’s principal place of employment to a location more than 50 miles from the Executive’s place of employment as of the Effective Date; or

	4.5.4	a material breach by the Company of this Agreement

	Notwithstanding the above, the occurrence of any of the events described in Sections 4.5.1 , 4.5.2 , 4.5.3 or 4.5.4 above will not constitute a Good Reason unless and until the Executive gives the Company notice, within thirty (30) calendar days after the occurrence of any of the events described in Sections 4.5.1 , 4.5.2 , 4.5.3 or 4.5.4 above, that such circumstances constitute Good Reason, and the Company thereafter fails to cure such circumstances within thirty (30) days after receipt of such notice.

5.	Severance Payments .

	5.1	Termination without Cause, with Good Reason, or Non-Renewal by the Company . If during the Term (a) the Company terminates the Executive’s employment pursuant to Section 4.4 hereof (Termination without Cause), (b) the Company elects not to renew this Agreement pursuant to Section 2 hereof, or (c) the Executive terminates his employment pursuant to Section 4.5 hereof (Termination with Good Reason), all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination specified in the Company's or the Executive’s notice or the expiration of the then current term (the “ Termination Date ”), and the Executive shall be entitled to the following:

		5.1.1	(i)(A) if the Termination Date is within the initial two years of the Term, the Base Salary in effect on the Termination Date for a period of eighteen (18) months from the Termination Date, or (B) if termination is the result of Section 5.1(b) or the Termination Date is after the initial two years of the Term, the Base Salary in effect on the Termination Date for a period of twelve (12) months from the Termination Date, (the applicable period being referred to as the “ Severance Period ”), payable in cash in monthly installments beginning on the sixtieth (60 ^th ) day following the Termination Date; (ii) benefits under group health and life insurance plans in which the Executive participated prior to termination through the Severance Period; (iii) all unpaid expenses described in Section 3.4 , paid on or before the Termination Date; (iv) any earned but unpaid bonus pursuant to Section 3.2 , paid on or before the Termination Date; and (v) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits under the Company's pension, disability, and life insurance plans, policies, and programs, if any, paid in accordance with the terms of the applicable plan, policy or program;

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5.1.2

		If, prior to the expiration of the Severance Period, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under clause (i) and (ii) of this Section 5.1 on or after the date of such violation. Notwithstanding the foregoing, payments of the amounts described in clauses (i) and (ii) of this Section 5.1 shall be conditioned on the delivery by the Executive, within forty-five (45) days following the Termination Date, and effectiveness of a release of any and all claims that the Executive may have against the Company through the date of termination, which release shall be in substantially the form attached as Annex II .

	5.2	Termination for Cause, Death or Disability . If this Agreement is terminated by the Company pursuant to Sections 4.1 (Termination upon Death), 4.2 (Termination upon Disability) or 4.3 (Termination for Cause) hereof or in the event the Executive elects not to renew this Agreement pursuant to Section 2 , the Executive shall receive only the amounts specified in clauses (iii), (iv) and (v) of Section 5.1 hereof.

6.	Certain Covenants of the Executive .

	6.1	Covenants Against Competition . The Executive acknowledges that: (i) he is one of the limited number of persons who will develop the paid media distribution business of the Company (the “ Company's Current Lines of Business ”); (ii) the Company conducts such business in the People’s Republic of China; (iii) his work for the Company and its Subsidiaries and Affiliates, will bring him into close contact with many confidential affairs not readily available to the public; and (iv) the covenants contained in this Section 6 will not involve a substantial hardship upon his future livelihood. In order to induce the Company to enter into this Agreement, the Executive covenants and agrees that:

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	6.1.1	Non-Compete . During the Term and for a period of one year following the Executive’s termination of employment with the Company pursuant to Section 4.3 (Termination for Cause), resignation by the Executive other than for Good Reason or in the event the Executive elects not to renew this Agreement pursuant to Section 2 (the “ Restricted Period ”), the Executive shall not, in the People’s Republic of China (including all Special Administrative Regions thereof), (i) in any manner whatsoever engage in any capacity with any business competitive with the Company's Current Lines of Business for the Executive's own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate of the Company; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Current Lines of Business; provided, however, that the Executive may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Current Lines of Business. In addition, during the Restricted Period, the Executive shall not develop any property for use in the Company's Current Lines of Business on behalf of any person or entity other than the Company, its Subsidiaries and Affiliates.

	6.1.2	Confidential Information . During the Term, and for a three year period following the Executive’s termination of employment, the Executive shall not, directly or indirectly, disclose to any person or entity who is not authorized by the Company or any Subsidiary or Affiliate of the Company to receive such information, or use or appropriate for his own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate of the Company, any documents or other papers relating to the Company's Current Lines of Business or the customers of the Company or any Subsidiary or Affiliate of the Company, including, without limitation, files, business relationships and accounts, pricing policies, customer lists, computer software and hardware, or any other materials relating to the Company's Current Lines of Business or the customers of the Company or any Subsidiary or Affiliate of the Company or any trade secrets or confidential information, including, without limitation, any business or operational methods, drawings, sketches, designs or product concepts, know-how, marketing plans or strategies, product development techniques or plans, business acquisition plans, financial or other performance data, personnel and other policies of the Company or any Subsidiary or Affiliate of the Company, whether generated by the Executive or by any other person, except as required in the course of performing his duties hereunder or with the express written consent of the Company; provided, however, that the confidential information shall not include any information readily ascertainable from public or published information, or trade sources (other than as a direct or indirect result of unauthorized disclosure by the Executive).

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	6.1.3	Employees of and Consultants to the Company . During the Term and for the Restricted Period, the Executive shall not, directly or indirectly (other than in furtherance of the business of the Company), initiate communications with, solicit, persuade or attempt to persuade, entice, induce or encourage any individual who is then or who has been within the preceding 12-month period, an employee of or consultant to the Company or any of its Subsidiaries or Affiliates to terminate employment with, or a consulting relationship with, the Company or such Subsidiary or Affiliate, as the case may be, or to become employed by or enter into a contract or other agreement with any other person, and the Executive shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other person.

	6.1.4	Solicitation of Customers . During the Term and for the Restricted Period, the Executive shall not, directly or indirectly, initiate communications with, solicit, persuade, entice, induce, encourage (or assist in connection with any of the foregoing) any person who is then or has been within the preceding 12-month period a customer or account of the Company or its Subsidiaries or Affiliates, or any actual customer leads whose identity the Executive learned during the course of his employment with the Company, to terminate or to adversely alter its contractual or other relationship with the Company or its Subsidiaries or Affiliates.

	6.1.5	Business Opportunities . During the Term the Executive shall promptly disclose to the Company any business idea or opportunity which falls within the meaning of the Company's Current Lines of Business, which business idea or opportunity shall become the sole property of the Company.

	6.1.6	Intellectual Property . The Executive agrees that all Intellectual Property (as defined below) made or conceived by the Executive, either solely or jointly with others, during the Executive’s employment with the Company and within six (6) months after termination of such employment, whether or not such Intellectual Property is made or conceived during the hours of the Executive’s employment or with the use of the Company’s facilities, materials, or personnel, will be the property of the Company or its nominees. “ Intellectual Property ” means discoveries, concepts, and ideas, whether patentable or not, including apparatus, processes, methods techniques, and formulae, as well as improvements thereof or know-how related thereto, any “works made for hire” or other copyrighted or copyrightable material, and any notes, drawings, memoranda, correspondence, documents, records, notebooks, flow charts, computer programs and source and object codes, related or relating to any present or prospective activities of the Company or its affiliates. The Executive will, without royalty or any other additional consideration: (i) inform the Company promptly and fully in writing of such Intellectual Property; (ii) assign to the Company all the Executive’s right, title, and interest in and to such Intellectual Property; (iii) assist the Company or its nominees to obtain, maintain and enforce the Company’s rights with respect to such Intellectual Property; and (iv) execute, acknowledge, and deliver to the Company such written documents and instruments, and do such other acts, as may be necessary in the opinion of the Company to obtain, maintain or enforce the Company’s rights with respect to such Intellectual Property.

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	6.2	Rights and Remedies Upon Breach . If the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 hereof (collectively, the “ Restrictive Covenants” ), the Company and its Subsidiaries and Affiliates shall, in addition to the rights set forth in Section 5.1 hereof, have the right and remedy to seek from any court of competent jurisdiction specific performance of the Restrictive Covenants or injunctive relief against any act which would violate any of the Restrictive Covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Subsidiaries and Affiliates and that money damages will not provide an adequate remedy to the Company and its Subsidiaries and Affiliates. To the extent permitted by applicable law, each of the Company and the Executive waives any requirement for the posting of a bond or other security.

	6.3	Severability of Covenants . If any of the Restrictive Covenants, or any part thereof, is held by a court of competent jurisdiction or any foreign, federal, state, county or local government or other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the Restrictive Covenants shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and such court, government, agency or authority shall be empowered to substitute, to the extent enforceable, provisions similar thereto or other provisions so as to provide to the Company and its Subsidiaries and Affiliates, to the fullest extent permitted by applicable law, the benefits intended by such provisions.

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7.	No Conflicts . The Executive agrees and acknowledges that his employment by the Company and compliance with this Agreement do not and will not breach any agreement made by the Executive to keep in confidence information acquired by him prior to or outside of his employment with the Company. The Executive will comply with any and all valid obligations which he may now have to prior employers or to others relating to confidential information, inventions or discoveries which are the property of those prior employers or others, as the case may be. The Executive has supplied or will promptly supply to the Company upon its request a copy of each written agreement setting forth any obligations. The Executive hereby agrees and acknowledges that he has not brought and will not bring with him for use in the performance of his duties at the Company any materials, documents or information of a former employer or any third party that are not generally available to the public, unless he has express written authorization from the owner thereof for possession and use of the Executive otherwise has undisputed proprietary rights to such material, documents or information.

8.	Other Provisions .

	8.1	Notices . Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telecopied, telegraphed or telexed, or sent by certified, registered or express mail, postage prepaid, to the parties at the addresses of the respective parties as specified on the signature pages hereto or at such other addresses as shall be specified by the parties by like notice, and shall be deemed given when so delivered personally, telecopied, telegraphed or telexed, if delivered during regular business hours (or the next business day, if after regular business hours) or if mailed, three days after the date of mailing, as follows.

	8.2	Entire Agreement . This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior contracts and other agreements, written or oral, with respect thereto.

	8.3	Waivers and Amendments . This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

	8.4	Governing Law, Consent to Jurisdiction, etc . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof (except Section 5-1401 of New York’s General Obligations Law). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

- 9 -

8.5

- 10 -

	8.6	Binding Effect; Benefit . This Agreement shall inure to the benefit of and be binding upon the parties hereto and any successors and assigns permitted or required by Section 8.7 hereof. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or such successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

	8.7	Assignment . This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive. The Company may not assign this Agreement and its rights, together with its obligations, hereunder without the Executive’s prior written consent, except in connection with any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise.

	8.8	Further Assurances . The Executive will executive and deliver all instruments and other documents which the Company reasonably determines to be necessary or appropriate to carry out the terms of this Agreement.

	8.9	Indemnification . The Executive will be entitled to indemnification to the fullest extent provided under applicable law and the terms of the Company’s Articles of Incorporation and By-laws, and any other indemnity agreement to which he is a party or beneficiary. Further, the Executive shall be covered under any applicable insurance coverage maintained by the Company with respect to its executive officers. Without limiting any other provision of this Agreement, this Section 8.9 will survive the termination or expiration of this Agreement for any reason.

	8.10	Definitions . For purposes of this Agreement:

- 11 -

	8.10.1	“ Affiliate ” means a person that, directly or indirectly, controls or is controlled by, or is under common control with the Company;

	8.10.2	“ control ” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities or by contract or other agreement or otherwise; and

	8.10.3	“ Subsidiary ” means any person or entity as to which the Company, directly or indirectly, owns or has the power to vote, or to exercise a controlling influence with respect to, fifty percent (50%) or more of the securities of any class of such person, the holders of which class are entitled to vote for the election of directors (or persons performing similar functions) of such person and shall specifically include any variable interest entity of the Company whose financial results are consolidated with those of the Company under U.S. generally accepted accounting principles.

	8.11	Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

	8.12	Headings . The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

[Signature page follows]

- 12 -

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

COMPANY:

YOU ON DEMAND HOLDINGS, INC.

By: /s/ Marc Urbach
       Name: Marc Urbach
       Title: President and Chief FinancialOfficer
       Address: 27 Union Square West,
                        Suite 502
                        New York, New York, 10003

[Signature to Song Employment Agreement]

	EXECUTIVE:

	XUESONG SONG

	/s/ Xuesong Song
	Address:

[Signature to Song Employment Agreement]

Annex I

Duties and Responsibilities

The Executive Chairman shall preside at all meetings of the stockholders of the Corporation and at all meetings of the Board of Directors and shall exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors.

Annex II

GENERAL RELEASE

I, Xuesong Song, in consideration of and subject to the performance by the Company, of its obligations under Section 5.1 of the Employment Agreement, dated as of January 31, 2014 (the “ Agreement ”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and subsidiaries and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates and subsidiaries and direct or indirect owners (collectively, the “ Released Partie s ”) to the extent provided herein (this “ General Release ”). The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1.	I understand that any payments or benefits paid or granted to me under Section 5.1 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 5.1 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its respective affiliates.

2.	Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company and/or any of the Released Parties which I, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have (through the date that this General Release becomes effective and enforceable), by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release relating exclusively to any claims arising from or relating in any way to my employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”). I understand and intend that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this General Release.

3.	I represent and warrant that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.	I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5.	Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or Claims (a) arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof, (b) I have to workers’ compensation benefits or vested benefits under any pension plan, employee benefit plan or any other plan or program of the Company, or (c) with respect to indemnification for actions brought against me in my capacity as an officer, manager or director of the Company or any subsidiary or affiliate of the Company, whether pursuant to statute, the Company’s articles of incorporation or bylaws, or any separate agreement, but excluding any claims which I, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have (through the date that this General Release becomes effective and enforceable), by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, relating to any other relationship with the Company, including, without limitation, as option holder, stockholder, lender, director or otherwise.

6.	I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever for any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the foregoing, I acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

7.	In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event that I should bring a Claim seeking damages against the Company, or in the event that I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law.

8.	I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

9.	I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company or as required by law.

10.	Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self-regulatory organization or governmental entity.

11.	I hereby acknowledge that certain provisions of the Agreement, including Section 6 thereof shall survive my execution of this General Release.

12.	I acknowledge that I may hereafter discover Claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13.	Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This General Release constitutes the complete and entire agreement and understanding among the parties, and supersedes any and all prior or contemporaneous agreements, commitments, understandings or arrangements, whether written or oral, between or among any of the parties, in each case concerning the subject matter hereof.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

	(i)	I HAVE READ IT CAREFULLY;

	(ii)	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

	(iii)	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

	(iv)	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

	(v)	I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

	(vi)	I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

	(vii)	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

	(viii)	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:

DATE:

Exhibit 10.6

YOU ON DEMAND HOLDINGS, INC.

AMENDMENT NO. 4 TO
CONVERTIBLE PROMISSORY NOTE

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 ”).

WHEREAS, the Company and the Payee are parties to that certain Convertible Promissory Note of the Company, dated as of May 10, 2012, as amended as of May 18, 2012, as of October 19, 2012, and as of May 10, 2013, in principal amount of $3,000,000.00 (the “ Note ”); and

WHEREAS, the Company and the Payee desire to amend the Note as provided herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Effective as of the Effective Date, Section 2(a) of the Note shall be deleted in its entirety and, in lieu thereof, the following new Section 2(a) is inserted:

Payments . Unless earlier converted pursuant to Section 3 , the Principal Amount and all accrued interest on this Note shall be due and payable to Payee, by wire transfer of immediately available Funds, upon written demand by the Payee at any time following the date of the closing of the Series E Financing, pursuant to that certain Series E Preferred Stock Purchase Agreement, dated as of January 31, 2014, by and between the Company, C Media Limited and certain other purchasers party thereto (the “ Series E Purchase Agreement ”), through December 31, 2014 (the “ Maturity Date ”), provided, however, that upon written demand by the Payee, the net proceeds of any financing of equity or equity-linked securities of the Company occurring on or before such date will be used to repay the Note until the full amount of the Note, and all accrued interest on the Note, is repaid.

2. Effective as of the Effective Date, new Section 3(d) of the Note shall be inserted:

Optional Series E Conversion . The Principal Amount of this Note and all accrued and unpaid interest thereon, shall be convertible at any time, at the option of Payee, from the Closing Date (as defined in the Series E Purchase Agreement) until the Maturity Date, into shares of the Company’s Series E Preferred Stock, par value $0.001 (the “ Series E Preferred Stock ”), at a conversion price of $1.75 per share. If Payee opts to convert the Principal Amount of this Note and all accrued and unpaid interest hereunder into shares of Series E Preferred Stock pursuant to this Section 3(d) , the Payee shall provide the Company with notice of its option to convert within fifteen (15) days prior to the Maturity Date. The Company shall not be obligated to issue certificates evidencing the shares of Series E Preferred Stock upon such conversion unless this Note is either delivered to the Company or its transfer agent, or the Payee notifies the Company or its transfer agent that such Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Note. The Company shall, as soon as practicable after Payee complies with the immediately preceding sentence, issue and deliver at such office to such Payee of such Note, a certificate or certificates for the shares of Series E Preferred Stock to which the Payee shall be entitled. The person or persons entitled to receive the Series E Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of Series E Preferred Stock on the date of such conversion.

3. Except as expressly amended by this Amendment, the terms and conditions of the Note are hereby confirmed and shall remain in full force and effect without impairment or modification.

4. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

5. This Amendment may be executed by facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.

YOU ON DEMAND HOLDINGS, INC.

By: /s/ Marc Urbach
       Name: Marc Urbach
       Title: President and Chief Financial Officer

[Signature Page to Shane McMahon Promissory Note Amendment]

	SHANE MCMAHON
	/s/ Shane McMahon
	Shane McMahon

[Signature Page to Shane McMahon Promissory Note Amendment]

Exhibit 99.1

C Media Completes Phase 2 Strategic Investment of
Final $19 Million USD in YOU On Demand
- YOU On Demand Announces Changes to Its Board of Directors -

(New York, NY, 2/3/2014) — YOU On Demand Holdings, Inc.(NASDAQ:YOD) ("YOU On Demand" or "the Company"), a leading multi-platform entertainment and Video On Demand company in China, announced today that C Media Limited (“C Media”), a leading mobile video service provider in China, and certain additional investors, have invested USD $19 million in the Company in exchange for shares of the Company’s Series E Convertible Preferred Stock (“Series E Shares”). C Media’s purchase of Series E Shares represents the second phase of C Media’s strategic investment in YOU On Demand. The aggregate amount of C Media’s investment in the Company, including its first phase investment, interim contribution, and second phase investment (together with the other purchasers of Series E Shares), is USD $25 million.

C Media completed the first phase of its investment in the Company in July 2013 with the purchase of $4 million of shares of the Company’s Series D Preferred Stock, which converted automatically into Series E Shares at the closing of its second phase investment in the Company on January 31, 2014. Further information regarding the first phase of C Media’s investment in the Company can be found in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2013.

Between the first phase of C Media’s investment in YOU On Demand in July 2013, and its second phase investment in the Company on January 31, 2014, C Media contributed USD $2 million to the Company in exchange for a Promissory Note from the Company with the same principal amount. The outstanding principal and interest on this Note converted automatically into Series E Shares upon closing of C Media’s second phase investment. Details of the $2 million Note and related transactions can be found in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2013.

Chardan Capital Markets, LLC (www.chardancm.com) acted as the sole placement agent for the sale and purchase of all of the Series E Shares issued and sold by the Company on January 31, 2014.

Commenting on this expansion of C Media’s strategic investment in YOU On Demand, Mr. Xuesong Song, co-founder, Chairman, CEO and the largest shareholder of C Media said, “The YOU On Demand team, led by Chairman Shane McMahon and CEO Weicheng Liu, continues to make significant progress in building their organization into a world-class, multi-platform entertainment content company. Their recent expansion into mobile, backed by a key distribution agreement with Huawei, underscores that the Company remains uniquely positioned to capitalize on China’s fast-growing demand for access to quality entertainment anywhere, anytime. As a significant investor in YOU On Demand, C Media looks forward to continuing to utilize our mobile industry expertise and wealth of industry relationships to further support YOD’s future success.”

Shane McMahon, Chairman of YOU On Demand, stated, “We are excited that C Media has elected to significantly expand their strategic investment in YOU On Demand and fully fund the Company for the foreseeable future. In addition to providing us with funding to assist our Company at this important inflection point in our corporate evolution, we also look forward to continuing to benefit from Mr. Song’s tremendous experience and success doing business in China, as well as C Media’s mobile industry expertise. With C Media’s ongoing support, we will continue YOU On Demand’s mission to provide consumers with the best and highest quality entertainment experiences across a wide array of user-friendly platforms.”

As per the terms of the strategic investment by C Media, YOU On Demand today announced that, effective upon the closing of C Media’s second phase investment in the Company on January 31, 2014, Michael Jackson and Michael Birkin resigned from its board of directors and the size of the board was expanded to seven members. Mr. Jin Shi, Mr. Clifford Higgerson and Mr. Arthur Wong were appointed to fill the vacancies. The professional experience of each of these new members of the Company’s board is described briefly below.

"We are honored to have, Mr. Shi, Mr. Higgerson and Mr. Wong join our Board of Directors," said Shane McMahon, Chairman of YOU On Demand. "All three are highly accomplished executives in their respective fields and their collective experience will be invaluable in helping to shape and grow YOU On Demand. The Board of Directors and the management of the Company would like to thank Mr. Birkin and Mr. Jackson for their considerable contributions and wish them much success in their future endeavors.”

Mr. Jin Shi has been a managing partner of Chum Capital Group Limited since 2007, a merchant banking firm that invests in Chinese growth companies and advises them on financings, mergers & acquisitions and restructurings. He is also the independent director of Pingtan Marine Enterprise Limited, one of the largest deep-sea fishing companies in China. From 2011 through 2013, Mr. Shi served as the chief executive officer and a director on the board of China Growth Equity Investment Limited, which acquired Pingtan Marine Enterprise Limited in February 2013. From 2010 through 2011, he served as the vice-chairman and a director of the board of China Growth Equity Investment Limited.

From 2006 through 2009, Mr. Shi served as the chief executive officer and a director of the board of ChinaGrowth North Acquisition Corporation, which acquired UIB Group Limited in January 2009, the second largest insurance brokerage firm in China. From 2006 through 2009, Mr. Shi also served as the chief financial officer and a director of the board of ChinaGrowth South Acquisition Corporation, which acquired Olympia Media Holdings Ltd. in January 2009, the largest privately-owned newspaper aggregator and operator in China. Mr. Shi has also been the chairman of Shanghai RayChem Industries Co., Ltd., a research & development based active pharmaceutical ingredient producer, since he founded the company in 2005. He is also the president of PharmaSource Inc., a company he founded in 1997.

Mr. Shi received an EMBA from Guanghua School of Management, Peking University and a BS degree in Chemical Engineering from Tianjin University.

Mr. Cliff HIggerson has more than 35 years of experience in research, consulting, planning and venture investing. Combining the market insight of an analyst with a keen ability to identify blockbuster technologies early in their development, Mr Higgerson has backed some of the most successful companies in the communications industry. He focuses his investments on telecommunications with an emphasis on carrier systems and equipment. Recent investments and board seats include Geronimo Energy, CafeX, MCT Technology, Ormet , Xtera , Juntos and California Medical Weight Management. Prior to investments include such industry leaders as Advanced Fibre Communications (NASDAQ: AFCI); America Online; Ciena (NASDAQ; CIEN); Digital Island (acquired by Cable & Wireless); Digital Microwave, now Stralex Networks (NASDAQ: STXN); Tellabs (NASDAQ: TLAB); MCI (NASDAQ: MCIP); Octel (NYSE: OTL); and Tut Systems (NASDAQ: TUTS).

Mr. Higgerson was a Founding Partner of ComVentures and a General Partner with Vanguard Venture Partners. He has also served as a Managing Partner and Director of Research for Hambrecht & Quist, and as a Special Limited Partner and Director of the Communications Group for L.F. Rothschild, Unterberg, Towbin. He holds an MBA from the University of California at Berkeley, and a BS from the University of Illinois.

Mr. Arthur Wong is advisor and part-time CFO of Beijing Radio Cultural Transmission Company Limited (“Beijing Radio”). Prior to joining Beijing Radio, Mr. Wong served as CFO of Shanghai GreenTree Inns Hotel Management Group, Shanghai Nobao Renewable Energy and Henan Asia New-Energy. From 1982 to 2008, Mr. Wong spent 26 years at Deloitte, including in Hong Kong, San Jose and Beijing holding several positions including TMT (Technology, Media, Telecom) leader for northern China, national media sector leader, audit leader for northern China, lead partner for vc strategic partnership programs and representative of Deloitte.

For a more detailed summary of the material provisions of the second phase strategic investment as well as changes to the Company’s board of directors, please see the Company’s current report on Form 8-K that will be filed with the Securities and Exchange Commission on or before February 6, 2014 at www.sec.gov.

About YOU On Demand Holdings, Inc. (www.yod.com)

YOU On Demand (NASDAQ: YOD ), is a leading multi-platform entertainment company delivering premium content, including leading Hollywood and China-produced movie titles, to customers across China via Subscription Video On Demand and Transactional Video On Demand. The Company has secured alliances with leading global media operators and content developers. YOU On Demand has content distribution agreements in place with many of Hollywood's top studios including Disney Media Distribution, Paramount Pictures, NBC Universal, Warner Bros., Miramax Films, Lionsgate and Magnolia Pictures, as well as a broad selection of the best content from Chinese filmmakers. The Company has a comprehensive end-to-end secure delivery system, governmental partnerships and approvals and offers additional value-added services. YOU On Demand has strategic partnerships with the largest media entities in China, a highly experienced management team with international background and expertise in Cable, Television, Film, Digital Media, Internet and Telecom. YOU On Demand is headquartered in New York, NY with its China headquarters in Beijing.

About C Media Limited ( www.cmmobi.co m)

Founded in 2004, C Media is a mobile internet company offering a variety of mobile video solutions and related value-added services through the networks of the PRC telecommunications operators including China Mobile, China Unicom and China Telecom. The company produces online community applications for video, music, movie and targeted marketing, and is dedicated to building an open mobile internet video platform. In 2007, it established a joint venture with China National Radio (CNR) offering mobile video services. In the last few years, the company has developed into a market leader with rich media contents and established distribution channels. In 2012 and 2011, the company ranked 3rd and 23rd in the winner lists of Deloitte Technology Fast50TM China, respectively; it was also ranked 6th and 133rd in the winner lists of Deloitte Technology Fast500TM Asia Pacific in the past two years.

C Media is headquartered in Beijing with more than 400 employees. It has wholly owned subsidiaries and branches in Shanghai, Tianjin, Wuhan, Chengdu, Xi’An, Harbin, Jinan, and Shenzhen. The company has received certifications for High and New Technology Enterprises, Software Enterprises, and ISO9001. It also holds the licenses and permits of Audio/Video Programs Dissemination via Information Networks, Value-added Service Business, Radio and Television Program Production, Internet Culture Operation, together with more than 40 software copyrights and patents.

Safe Harbor Statement

This press release contains certain statements that may include “forward looking statements” in nature within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included herein are “forward-looking statements.” These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

CONTACT:
Jason Finkelstein	Robert Rinderman or Norberto Aja
YOU On Demand	JCIR – Investor Relations/Corporate Communications
212-206-1216	212-835-8500
jason.finkelstein@yod.com	YOD@jcir.com
@youondemand