0001140361-13-041399 Sample Contracts

AMENDMENT NO. 1 TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT
Series D Preferred Stock Purchase Agreement • November 8th, 2013 • You on Demand Holdings, Inc. • Cable & other pay television services • New York

This AMENDMENT No. 1 to Series D Preferred Stock Purchase Agreement, dated as of November 4, 2013 (this “Amendment”), amends the Series D Preferred Stock Purchase Agreement, dated as of July 5, 2013, (the “Original Series D SPA,” and together with this Amendment, the “Series D SPA,” as may be hereinafter supplemented, amended or restated), between YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “Company”), and C MEDIA LIMITED (the “Purchaser”), and the exhibits thereto referenced in this Amendment.

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WAIVER AND CONSENT
Waiver and Consent • November 8th, 2013 • You on Demand Holdings, Inc. • Cable & other pay television services

This WAIVER AND CONSENT (this “Waiver and Consent”), dated as of November 4 2013, is being delivered by the undersigned, C Media Limited (“C Media”), in its capacity as holder of all of the issued and outstanding shares of the Series D 4% Convertible Preferred Stock (the “Series D Shares”) of YOU On Demand Holdings, Inc. (the “Company”).

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