EXCHANGE AGREEMENTExchange Agreement • February 11th, 2014 • McMahon Shane • Cable & other pay television services • New York
This Exchange Agreement (this “Agreement”) is dated as of January 31, 2014, by and among C Media Limited (“C Media”), Shane McMahon (“McMahon”) and YOU On Demand Holdings, Inc. (the “Company”).
VOTING AGREEMENTVoting Agreement • February 11th, 2014 • McMahon Shane • Cable & other pay television services • New York
This VOTING AGREEMENT, dated as of January 31, 2014 (this “Agreement”), is made by and among C Media Limited (“C Media”), the parties named on the signature pages hereto under the heading “Other Purchasers” (the “Other Purchasers”), Shane McMahon (“McMahon”) and Weicheng Liu (“Liu”, and collectively with C Media, the Other Purchasers and McMahon, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2014 • McMahon Shane • Cable & other pay television services • New York
The Company has entered into a Series E Preferred Stock Purchase Agreement, dated as of January 31, 2014 (the “Purchase Agreement”), with C Media Limited (“C Media”) and certain other purchasers party thereto (the “Other Purchasers” and together with C Media, the “Purchasers”) pursuant to which the Company has agreed to sell and the Purchasers have agreed to purchase 14,285,714 shares of Series E Preferred Stock of the Company, par value $0.001 per share, for an aggregate purchase price of $19 million. The execution and delivery of this Agreement by the Executive and the Company is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement.
YOU ON DEMAND HOLDINGS, INC. AMENDMENT NO. 4 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • February 11th, 2014 • McMahon Shane • Cable & other pay television services • New York
This AMENDMENT NO. 4 TO CONVERTIBLE PROMISSORY NOTE (the “Amendment”), effective as of January 31, 2014 (the “Effective Date”), is by and among YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “Company”), and SHANE MCMAHON (the “Payee”).
