YOU On Demand Holdings, Inc.: Exhibit 10.6 - Filed by newsfilecorp.com






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]