0000898432-13-001034 Sample Contracts

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • July 19th, 2013 • McMahon Shane • Cable & other pay television services • New York

This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into as of the 5th day of July, 2013 by and among YOU On Demand Holdings, Inc., a Nevada corporation (the “Company”), the stockholders of the Company set forth on the signature page hereto (each a “Key Holder” and collectively the “Key Holders”), and C Media Limited as the holder of the Company’s Series D Preferred Stock (the “Investor”, and together with the Key Holders, the “Major Stockholders”).

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VOTING AGREEMENT
Voting Agreement • July 19th, 2013 • McMahon Shane • Cable & other pay television services • New York

This VOTING AGREEMENT, dated as of [_______ __], 2013 (this “Agreement”), is made by and among C Media Limited (“C Media”), Shane McMahon (“McMahon”) and Weicheng Liu (“Liu”, and collectively with C Media and McMahon, the “Stockholders”).

AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • July 19th, 2013 • McMahon Shane • Cable & other pay television services • New York

This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), dated as of July 18, 2013 between Shane McMahon (“McMahon”), an officer of YOU On Demand Holdings, Inc., a Nevada corporation (the “Company”), and C Media Limited (“C Media”).

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