0001144204-14-007839 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • February 12th, 2014 • C MEDIA LTD • 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”).

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VOTING AGREEMENT
Voting Agreement • February 12th, 2014 • C MEDIA LTD • 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”).

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