YOU On Demand Holdings, Inc.: Exhibit 10.10 - Filed by newsfilecorp.com






SERIES A PREFERRED STOCK PURCHASE AGREEMENT 

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this
“Agreement”) is made on the 13th day of April, 2016, by and among
Frequency Networks, Inc., a Delaware corporation (the “Company”),
and the investors listed on Exhibit A hereto (each, an
“Investor” and collectively, the “Investors”). 

WITNESSETH: 

WHEREAS, the Company desires to sell to the Investors, and the
Investors desire to purchase from the Company, shares of the Company’s Series A
Preferred Stock (the “Series A Preferred Stock”) on the terms and
conditions set forth in this Agreement; 

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 

1.     Purchase and Sale of Stock.


1.1    Sale and Issuance of Series A
Preferred Stock. 

(a)     The Company shall adopt and file
with the Secretary of State of Delaware on or before the Closing (as defined
below) the Certificate of Amendment to the Amended and Restated Certificate of
Incorporation in the form attached hereto as Exhibit C (the
“Certificate of Amendment”). 

(b)     On or prior to the Closing (as
defined below), the Company shall have authorized (i) the sale and issuance to
the Investors of up to 30,627,957 shares of its Series A Preferred Stock (the
“Shares”) and (ii) the issuance of the shares of Common Stock to
be issued upon conversion of the Shares (the “Conversion Shares”).
The Shares and the Conversion Shares shall have the rights, preferences,
privileges and restrictions set forth in the Amended and Restated Certificate of
Incorporation, as amended by the Certificate of Amendment (the “Restated
Certificate”).

(c)     Subject to the terms and conditions
of this Agreement, each Investor agrees, severally and not jointly, to purchase
at the Closing or pursuant to Section 1.2, and the Company agrees to sell and
issue to each Investor at the Closing or pursuant to Section 1.2, that number of
Shares set forth opposite each Investor’s name on Exhibit A hereto for
$0.42467 per share or $0.141557 per share, as applicable (the “Purchase
Price”). 

1.2    Closing. The purchase, sale and
issuance of the Shares shall take place at one or more closings as described
below (each of which is referred to in this Agreement as a
“Closing”). 

(a)     First Closing. The initial
purchase and sale of the Shares shall take place remotely via the exchange of
documents and signatures on the date hereof, or at such other time and place as
the Company and Investors acquiring in the aggregate at least a majority of the
Shares mutually agree upon orally or in writing (which time and place are
designated as the “First Closing”). At the First Closing, the
Company shall deliver to each Investor a certificate representing the Shares that such Investor is purchasing
against payment of the purchase price therefor by check, wire transfer,
cancellation of indebtedness or any combination thereof. If payment by an
Investor is made, in whole or in part, by conversion of indebtedness, then such
Investor shall surrender to the Company for cancellation at the Closing any
evidence of such indebtedness or shall execute an instrument of cancellation in
form and substance acceptable to the Company. 





(b)     Additional Closings. 

(i)     The Company may sell and issue up
to the balance of the Shares not sold at the First Closing at additional
subsequent Closings occurring within 90 days after the First Closing (the
“Additional Closings”) to additional investors (the
“Additional Closing Investors”) who are approved by the Company.
At each Additional Closing, the Company shall deliver to each Additional Closing
Investor, and to each of the Investors for each Additional Closing in which such
Investors participate, a certificate representing the Shares that such
Additional Closing Investor or Investor is purchasing against payment of the
purchase price therefor by check, wire transfer, cancellation of indebtedness or
a combination thereof.

(ii)    Any such sale and issuance in an
Additional Closing shall be on the same terms and conditions as those contained
herein, and such persons or entities who are new investors shall, upon execution
and delivery of the relevant signature pages, become parties to, and be bound
by, this Agreement and the other Related Agreements (as defined in Section 2.4
hereof), without the need for an amendment to this Agreement or any of the
Related Agreements except to add such new investor’s name, notice information,
and if called for, its investment and/or stockholdings of the Shares, to the
appropriate exhibit or schedule to such agreement (collectively, the
“Informational Amendments”), and shall be deemed an “Investor” for
all intents and purposes and shall have the rights and obligations hereunder and
thereunder, in each case as of the date of the applicable Additional Closing.


(iii)   Notwithstanding the foregoing, if either
entities affiliated with Liberty Global (“Liberty”) or entities
affiliated with Oakmont (“Oakmont”) purchase at least 7,000,000
Shares in an Additional Closing (as adjusted for any stock dividends,
combinations, splits or the like with respect to such shares), the Company and
each Investor that is a party to this Agreement at the time of such Additional
Closing shall enter into and deliver to the Company an amendment to the Voting
Agreement in a form mutually acceptable to the Company, Liberty and Oakmont
providing for the right of Liberty and/or Oakmont (as applicable) to appoint a
member of the Company’s board of directors. 

1.3    Use of Proceeds. The Company shall
use the proceeds from the issuance and sale of the Shares for (a) the purchase
of the shares of Series A Preferred Stock held by Kingdom Capital Market LLC for
an aggregate purchase price of not more than $1,000,000.00 and (b) general
working capital purposes.

2.     Representations and Warranties of
the Company. The Company hereby represents and warrants to each Investor
that, except as set forth on a Schedule of Exceptions (the “Schedule of
Exceptions”) furnished to each Investor prior to execution hereof and
attached hereto as Exhibit B, which exceptions shall be deemed to
be representations and warranties as if made hereunder: 

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2.1    Organization, Good Standing and
Qualification. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Company is
duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on its
business, properties or financial condition (a “Material Adverse
Effect”). The Company has all required corporate power and authority to
own its property and to carry on its business as presently conducted or
contemplated to be conducted. 

2.2    Capitalization and Voting Rights.
The authorized capital of the Company consists of: 


(a)      Preferred Stock.
Sixty-Six Million Seven Hundred Thousand (66,700,000) shares of Preferred Stock,
par value $0.001, all of which have been designated Series A Preferred Stock,
Thirty-Three Million Sixty-Nine Thousand One Hundred Seventy-Three (33,069,173)
of which are issued and outstanding. The rights, privileges and preferences of
the Series A Preferred Stock are as stated in the Restated Certificate. 

(b)     Common Stock. One Hundred
Thirteen Million (113,000,000) shares of Common Stock, par value $0.001 (the
“Common Stock”), of which Nineteen Million Seven Hundred
Sixty-Three Thousand Sixty (19,763,060) shares are issued and outstanding. The
outstanding shares of Common Stock are all duly and validly authorized and
issued, fully paid and nonassessable, and were issued in accordance with the
registration or qualification provisions of the Securities Act of 1933, as
amended (the “Act”) and any relevant state securities laws, or
pursuant to valid exemptions therefrom. 

(c)     Options to purchase an aggregate of
5,237,820 shares of Common Stock are outstanding under the Company’s Stock
Incentive Plan (the “Stock Plan”), duly adopted by the Company’s
Board of Directors and approved by the Company’s stockholders, and 500,000
shares of restricted Common Stock have been issued under the Stock Plan. Options
to purchase an aggregate of 10,066,380 shares are available for grant under the
Stock Plan.

(d)     Except for (i) the conversion
privileges of the Series A Preferred Stock; (ii) the rights provided in Section
2.4 of the Investors’ Rights Agreement; (iii) the currently outstanding warrants
to purchase up to 8,028,533 shares of Common Stock; (iv) the currently
outstanding warrant exercisable for the purchase of 3,000,000 shares of Series A
Preferred Stock; and (v) the securities set forth in Section 2.2(c) above, there
are no outstanding options, warrants, rights (including conversion or preemptive
rights) or agreements for the purchase or acquisition from the Company of any
shares of its capital stock. Other than in connection with the transactions
contemplated hereby, the Company is not a party or subject to any agreement or
understanding, and, to the Company’s knowledge, there is no agreement or
understanding between any persons and/or entities, that affects or relates to
the voting or giving of written consents with respect to any security or by a
director of the Company.

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(e)     All outstanding securities of the
Company, including, without limitation, all outstanding shares of the capital
stock of the Company, all shares of the capital stock of the Company issuable
upon the conversion or exercise of all convertible or exercisable securities and
all other securities that the Company is obligated to issue, are subject to a
“market stand-off” restriction for up to 180 days following an initial public
offering of the Company’s securities pursuant to a registration statement filed
with the Securities and Exchange Commission pursuant to the Act in a form
substantially identical to Section 1.15 of the Investors’ Rights Agreement.

2.3    Subsidiaries. The Company does not
presently own or control, directly or indirectly, any interest in any other
corporation, association or other business entity. The Company is not a
participant in any joint venture, partnership or similar arrangement. 

2.4    Authorization. All corporate
action on the part of the Company, its officers, directors and stockholders
necessary for the authorization, execution and delivery of this Agreement and
the Omnibus Amendment to Series A Financing Documents dated as of the date
hereof (the “Omnibus Amendment”) amending the Investors’ Rights
Agreement dated August 12, 2013, by and among the Company and the other parties
thereto(the “Investors’ Rights Agreement”), the Right of First
Refusal and Co-Sale Agreement dated August 12, 2013 by and among the Company and
the other parties thereto (the “Right of First Refusal and Co-Sale
Agreement”) and the Voting Agreement dated August 12, 2013, as amended
by that certain Amendment to Voting Agreement, dated February 6, 2014, by and
among the Company and the parties thereto (the “Voting Agreement”
and collectively with the Investors’ Rights Agreement and the Right of First
Refusal and Co-Sale Agreement, each as amended by the Omnibus Amendment, the
“Related Agreements”), the performance of all obligations of the
Company hereunder and thereunder and the authorization (or reservation for
issuance), sale and issuance of the Shares being sold hereunder and the
Conversion Shares has been taken or will be taken prior to the Closing. This
Agreement and the Related Agreements constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, and (iii) to the
extent the indemnification provisions contained in the Investors’ Rights
Agreement may be limited by applicable federal or state securities laws. 

2.5    Valid Issuance of Preferred and Common
Stock. The Shares that are being purchased by the Investors hereunder, when
issued, sold and delivered in accordance with the terms of this Agreement and
the Restated Certificate for the consideration expressed herein, will be duly
and validly issued, fully paid and nonassessable and will be free of
restrictions on transfer, other than restrictions on transfer under this
Agreement and under applicable state and federal securities laws. The Conversion
Shares have been duly and validly reserved for issuance and, upon issuance in
accordance with the terms of the Restated Certificate and upon conversion of the
Shares, will be duly and validly issued, fully paid and nonassessable and will
be free of restrictions on transfer, other than restrictions on transfer under
this Agreement and the Related Agreements and under applicable state and federal
securities laws. 

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2.6    Governmental Consents. No consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of the Company is required in connection with
the consummation of the transactions contemplated by this Agreement, except for:
(i) the filing of a Notice of Transaction pursuant to Section 25102(f) of the
California Corporate Securities Law of 1968, as amended, and the rules
thereunder (the “Law”), which filing will be effected within the
time prescribed by law, and (ii) such other filings required pursuant to
applicable federal and state securities laws and blue sky laws, which filings
will be effected within the required statutory period. 

2.7    Offering. Subject in part to the
truth and accuracy of each Investor’s representations set forth in Section 3 of
this Agreement, the offer, sale and issuance of the Shares as contemplated by
this Agreement are exempt from the registration requirements of the Act, and the
qualification or registration requirements of the Law or other applicable blue
sky laws. Neither the Company nor any authorized agent acting on its behalf will
take any action hereafter that would cause the loss of such exemptions. 

2.8    Litigation. There is no action,
suit, proceeding or investigation pending, or to the Company’s knowledge,
currently threatened against the Company including any actions, suits,
proceedings, or investigations, that question the validity of this Agreement or
the Related Agreements or the right of the Company to enter into such agreements
or to consummate the transactions contemplated hereby or thereby, or that might
result, either individually or in the aggregate, in any Material Adverse Effect
or in any material change in the current equity ownership of the Company, nor is
the Company aware of any reasonable basis for the foregoing. The foregoing
includes, without limitation, actions, suits, proceedings or investigations
pending or threatened (or any basis therefor known to the Company) involving the
prior employment of any of the Company’s employees, their use in connection with
the Company’s business of any information or techniques allegedly proprietary to
any of their former employers, or their obligations under any agreements with
prior employers. The Company is not a party or subject to the provisions of any
order, writ, injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Company currently pending or that the Company intends to initiate. 

2.9    Proprietary Information and Inventions
Agreements. Each current employee, officer and consultant of the Company has
executed a Proprietary Information and Inventions Agreement in substantially the
form attached hereto as Exhibit D, or an agreement containing
substantially similar terms. The Company is not aware that any of its employees,
officers or consultants are in violation thereof. 

2.10   Patents and Trademarks. To the
Company’s knowledge, the Company owns patents, patent rights, trademarks and
trademark rights, service marks, service mark rights, trade names, trade name
rights, copyrights, trade secrets, information and other proprietary rights and
processes necessary to conduct its business as now being conducted and as
proposed to be conducted without conflict with or infringement upon any valid
rights of others. There are no outstanding options, licenses or agreements of
any kind relating to the foregoing, nor is the Company bound by or a party to
any options, licenses or agreements of any kind with respect to the patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information, and other proprietary rights and processes of any
other person or entity other than such licenses or agreements arising from the
purchase of “off the shelf” or standard generally commercially available
products. The Company has not received any written communications alleging that
the Company has violated or, by conducting its business as presently proposed,
would violate any of the patents, trademarks, service marks, trade names,
copyrights or trade secrets or other proprietary rights of any other person or
entity and the Company is not aware of any basis for such an allegation. The
Company is not aware that any of its employees is obligated under any contract
(including licenses, covenants or commitments of any nature) or other agreement,
or subject to any judgment, decree or order of any court or administrative
agency, that would interfere with the use of his or her best efforts to promote
the interests of the Company or that would conflict with the Company’s business
as presently conducted or as proposed to be conducted. Neither the execution nor
delivery of this Agreement or the Related Agreements, nor the carrying on of the
Company’s business by the employees of the Company, nor the conduct of the
Company’s business as proposed, will, to the Company’s knowledge, conflict with
or result in a breach of the terms, conditions or provisions of, or constitute a
default under, any contract, covenant or instrument under which any of such
employees is now obligated. The Company does not believe it is or will be
necessary to utilize any inventions of any of its employees made prior to or
outside the scope of their employment by the Company. 

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2.11    Compliance with Other
Instruments. The Company is not in violation of any provision of its
Restated Certificate or Bylaws nor in any material respect of any instrument,
judgment, order, writ, decree or contract, statute, rule or regulation to which
the Company is subject. The execution, delivery and performance of this
Agreement, the Related Agreements and the consummation of the transactions
contemplated hereby or thereby will not result in any such violation, or be in
conflict with or constitute, with or without the passage of time and giving of
notice, either a default under any such provision, instrument, judgment, order,
writ, decree or contract or an event that results in the creation of any lien,
charge or encumbrance upon any assets of the Company or the suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit,
license, authorization or approval applicable to the Company, its business or
operations or any of its assets or properties. 

2.12    Agreements; Action. 

(a)     Except for agreements explicitly
contemplated hereby (including the Related Agreements), there are no agreements,
understandings or proposed transactions between the Company and any of its
officers, directors, affiliates or any affiliate thereof. 

(b) There are no agreements, understandings, instruments,
contracts, proposed transactions, judgments, orders, writs or decrees to which
the Company is a party or by which it is bound that may involve (i) obligations
(contingent or otherwise) of, or payments to the Company, in excess of $20,000,
or (ii) the license of any patent, copyright, trade secret or other proprietary
right to or from the Company, other than licenses arising from the purchase of
“off the shelf” or other standard products, (iii) provisions materially
restricting the development, manufacture or distribution of the Company’s
products or services or (iv) indemnification by the Company with respect to
infringement of proprietary rights. 

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(c)     The Company has not (i) declared or
paid any dividends or authorized or made any distribution upon or with respect
to any class or series of its capital stock, (ii) incurred any indebtedness for
money borrowed or any other liabilities individually in excess of $20,000 or, in
the case of indebtedness and/or liabilities individually less than $50,000, in
excess of $75,000 in the aggregate, (iii) made any loans or advances to any
person, other than ordinary advances for travel expenses, or (iv) sold,
exchanged or otherwise disposed of any of its assets or rights. 

(d)     For the purposes of subsections (b)
and (c) above, all indebtedness, liabilities, agreements, understandings,
instruments, contracts and proposed transactions involving the same person or
entity (including persons or entities the Company has reason to believe are
affiliated therewith) shall be aggregated for the purpose of meeting the
individual minimum dollar amounts of such subsections. 

2.13   Related-Party Transactions. Except as
set forth in the Schedule of Exceptions, no employee, officer or director of the
Company (a “Related Party”) or member of such Related Party’s
immediate family or any corporation, partnership or other entity in which such
Related Party is an officer, director or partner, or in which such Related Party
has significant ownership interest or otherwise controls is indebted to the
Company, nor is the Company indebted (or committed to make loans or extend or
guarantee credit) to any of them. To the Company’s knowledge, none of such
persons has any direct or indirect ownership interest in any firm or corporation
with which the Company is affiliated or with which the Company has a business
relationship, or any firm or corporation that competes with the Company, except
that employees, officers or directors of the Company and members of their
immediate families may own stock in publicly traded companies that may compete
with the Company. No employee, officer or director of the Company nor any member
of the immediate family of any employee, officer or director of the Company is
directly or indirectly interested in any material contract with the Company.


2.14   Financial Statements. The Company has
delivered or made available to each Investor its unaudited financial statements
as of and for the twelve (12) months ended December 31, 2015, and its unaudited
financial statements at and for the month ended January 31, 2016 (together, the
“Financial Statements”). The Financial Statements fairly present, in all
material respects, the financial condition and operating results of the Company
as of the dates, and for the periods, indicated therein, and have been prepared
in accordance with U.S. generally accepted accounting principles applied on a
consistent basis, subject to year-end audit adjustments and except that the
Financial Statements may not contain all footnotes required by U.S. generally
accepted accounting principles. Except as set forth in the Financial Statements,
the Company has no material liabilities, contingent or otherwise, other than (i)
liabilities incurred in the ordinary course of business consistent with past
practices subsequent to January 31, 2016 and (ii) obligations under contracts
and commitments incurred in the ordinary course of business consistent with past
practices and not required under U.S. generally accepted accounting principles
to be reflected in the Financial Statements.

2.15   Changes. Since January 31, 2016, there
has not been: 

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(a)     any change in the assets,
liabilities, financial condition or operating results of the Company, except
changes in the ordinary course of business that have not caused, in the
aggregate, a Material Adverse Effect; 

(b)     any damage, destruction or loss,
whether or not covered by insurance, that has resulted in a Material Adverse
Effect; 

(c)     any waiver or compromise by the
Company of a valuable right or of a material debt owed to it; 

(d)     any loans or guarantees made by the
Company to or for the benefit of its employees, officers or directors, or any
members of their immediate families, other than travel advances and other
advances made in the ordinary course of its business; 

(e)     any sale, assignment or transfer of
any patents, trademarks, copyrights, trade secrets or other intangible assets;


(f)     any declaration, setting aside or
payment or other distribution in respect of any of the Company’s capital stock,
or any direct or indirect redemption, purchase or other acquisition of any of
such stock by the Company; 

(g)     any mortgage, pledge, transfer of a
security interest in, or lien, created by the Company, with respect to any of
its material properties or assets, except liens for taxes not yet due or
payable; 

(h)     any satisfaction or discharge of
any lien, claim or encumbrance or payment of any obligation by the Company,
except in the ordinary course of business and the satisfaction or discharge of
which would not result in a Material Adverse Effect; or 

(i)     any agreement or commitment by the
Company to do any of the things described in this Section 2.15. 

2.16   Permits. The Company has all
franchises, permits, licenses and any similar authority necessary for the
conduct of its business, the lack of which could materially and adversely affect
the business, properties or financial condition of the Company. The Company is
not in default in any material respect under any of such franchises, permits,
licenses or other similar authority. 

2.17   Title to Property and Assets. The
property and assets the Company owns are owned by the Company free and clear of
all mortgages, liens, loans and encumbrances, except (i) for statutory liens for
the payment of current taxes that are not yet delinquent, and (ii) for liens,
encumbrances and security interests that arise in the ordinary course of
business and minor defects in title, none of which, individually or in the
aggregate, materially impair the Company’s ownership or use of such property or
assets. With respect to the property and assets it leases, the Company is in
material compliance with such leases and, to its knowledge, holds a valid
leasehold interest free of any liens, claims or encumbrances, subject to clauses
(i) and (ii) above. 

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2.18   Employee Benefit Plans. The Company
does not have any Employee Benefit Plan as defined in the Employee Retirement
Income Security Act of 1974. 

2.19   Employees. There is no labor union
organizing activity pending, or to the Company’s knowledge, threatened with
respect to the Company. To the Company’s knowledge: (a) no employee of the
Company is in violation of any term of any employment contract, patent or other
proprietary information disclosure agreement or any other contract or agreement
relating to the right of any such employee to be employed by the Company because
of the nature of the business conducted or proposed to be conducted by the
Company or any other reason, and the continued employment by the Company of its
present employees will not result in any such violation; (b) no officer or key
employee of the Company has any present intention of terminating his or her
employment therewith nor does the Company have any present intention of
terminating any such employment; and (c) the Company is in material compliance
with applicable state and federal laws and regulations respecting employment and
employment practices, terms and conditions of employment, wages and hours and
other laws related to employment, and there are no arrears in the payments of
wages, withholding or social security taxes, unemployment insurance premiums or
other similar obligations. The employment of each officer and employee of the
Company is terminable at the will of the Company. The Company is not a party to
or bound by any currently effective employment contract, deferred compensation
agreement, bonus plan, incentive plan, profit sharing plan or retirement
agreement. 

2.20   Corporate Documents. Except for
amendments necessary to satisfy the representations, warranties or conditions
contained in this Agreement (the form of which amendments has been approved by
the Investors), the Restated Certificate and Bylaws of the Company are in the
form previously provided to special counsel for the Investors. 

2.21   Registration Rights. Except as provided
in the Investors’ Rights Agreement, the Company has not granted or agreed to
grant any registration rights, including piggyback rights, to any person or
entity. 

2.22   Section 83(b) Elections. To the
Company’s knowledge, all individuals who have purchased unvested shares of the
Company’s Common Stock have timely filed elections under Section 83(b) of the
Internal Revenue Code of 1986, as amended, (the “Code”) and any
analogous provisions of applicable state tax laws. 

2.23   Qualified Small Business Stock. As of
and immediately following the Closing, to the knowledge of the Company, the
Shares being issued and sold to the Investors hereunder will meet each of the
requirements for qualification as “qualified small business stock” within the
meaning of Sections 1202 and 1045 of the Internal Revenue Code of 1986, as
amended and Section 18152.5 and 18038.5 of the California Revenue and Taxation
Code. 

2.24   Foreign Corrupt Practices Act. Neither
the Company nor any of the Company’s directors, officers, employees or agents
has, directly or indirectly, made, offered, promised or authorized any payment
or gift of any money or anything of value to or for the benefit of any “foreign
official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of
1977, as amended (the “FCPA”)), foreign political party or
official thereof or candidate for foreign political office for the purpose of
(i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official,
party or candidate to use his, her or its influence to affect any act or
decision of a foreign governmental authority, or (iii) securing any improper
advantage, in the case of (i), (ii) and (iii) above in order to assist the
Company or any of its affiliates in obtaining or retaining business for or with,
or directing business to, any person. Neither the Company nor any of its
directors, officers, employees or agents has made or authorized any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment of funds
or received or retained any funds in violation of any law, rule or regulation.
As of immediately prior to the Closing, neither the Company nor any of its
officers, directors or employees were the subject of any allegation, voluntary
disclosure, investigation, prosecution or other enforcement action related to
the FCPA, UK Bribery Act or any other anti-corruption law (collectively,
“Enforcement Action”). 

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2.25   Disclosure. The Company has fully
provided each Investor with all the information that such Investor has requested
for deciding whether to purchase the Shares. Neither this Agreement, the Related
Agreements nor any certificate made or delivered to the Investors in connection
with this Agreement or the Related Agreements contain any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
herein or therein not misleading.

3.     Representations and Warranties of
the Investors. Each Investor, severally and not jointly, hereby represents,
warrants and covenants that: 

 3.1 Authorization. Such Investor has full
power and authority to enter into this Agreement and such agreement constitutes
its valid and legally binding obligation, enforceable in accordance with its
terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief, or other equitable
remedies, and (iii) to the extent the indemnification provisions contained in
the Investors’ Rights Agreement may be limited by applicable federal or state
securities laws. 

3.2    Purchase Entirely for Own Account.
This Agreement is made with such Investor in reliance in part upon such
Investor’s representation to the Company, which by such Investor’s execution of
this Agreement such Investor hereby confirms, that the Shares to be received by
such Investor and the Conversion Shares (collectively, the
“Securities”) will be acquired for investment for such Investor’s
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that such Investor has no present
intention of selling, granting any participation in or otherwise distributing
the same. By executing this Agreement, such Investor further represents that
such Investor does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Securities. 

3.3    Disclosure of Information. Such
Investor believes it has received all the information it considers necessary or
appropriate for deciding whether to purchase the Shares. Such Investor further
represents that it has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the offering of the
Shares and the business, properties, prospects and financial condition of the
Company. The foregoing, however, does not limit or modify the representations and
warranties of the Company in Section 2 of this Agreement or the right of the
Investors to rely thereon. 

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3.4    Investment Experience. Such
Investor is an investor in securities of companies in the development stage and
acknowledges that it is able to fend for itself, can bear the economic risk of
its investment and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment
in the Shares. If other than an individual, such Investor also represents it has
not been organized for the purpose of acquiring the Shares. 

3.5    Accredited Investor. Such Investor
is an “accredited investor” within the meaning of Securities and Exchange
Commission (“SEC”) Rule 501 of Regulation D, as presently in
effect. 

3.6    Restricted Securities. Such
Investor understands that the Securities it is purchasing are characterized as
“restricted securities” under the federal securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such Securities may be
resold without registration under the Act only in certain limited circumstances.
In the absence of an effective registration statement covering the Securities or
an available exemption from registration under the Act, the Shares (and any
Common Stock issued on conversion thereof) must be held indefinitely. In this
connection, such Investor represents that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations imposed thereby and
by the Act, including without limitation the Rule 144 condition that current
information about the Company be available to the public. Such information is
not now available and the Company has no present plans to make such information
available. 

3.7    Further Limitations on
Disposition. Without in any way limiting the representations set forth
above, such Investor further agrees not to make any disposition of all or any
portion of the Securities unless and until: 

(a)     There is then in effect a
registration statement under the Act covering such proposed disposition and such
disposition is made in accordance with such registration statement; or 

(b)     (i) Such Investor shall have
notified the Company of the proposed disposition and shall have furnished the
Company with a detailed statement of the circumstances surrounding the proposed
disposition, and (ii) if requested by the Company, such Investor shall have
furnished the Company with an opinion of counsel, reasonably satisfactory to the
Company that such disposition will not require registration of such shares under
the Act. It is agreed that the Company will not require opinions of counsel for
transactions made pursuant to Rule 144 except in unusual circumstances. 

(c)     Notwithstanding the provisions of
subsections (a) and (b) above, no such registration statement or opinion of
counsel shall be necessary for a transfer by an Investor that is (i) a
partnership to an affiliate, a partner of such partnership or a retired partner
of such partnership who retires after the date hereof, or to the estate of any
such partner or retired partner or the transfer by gift, will or intestate succession
of any partner to his or her spouse or to the siblings, lineal descendants or
ancestors of such partner or his or her spouse; (ii) a corporation, to its
stockholders in accordance with their interest in the corporation; (iii) a
limited liability company, to its members or former members in accordance with
their interest in the limited liability company; (iv) a venture fund to
affiliated funds; or (v) to the Investor’s family member or trust for the
benefit of the individual Investor, if the transferee agrees in writing to be
subject to the terms hereof to the same extent as if he or she were an original
Investor hereunder. 

11 





3.8    Legends. It is understood that the
certificates evidencing the Securities may bear one or all of the following
legends: 

(a)     “THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.” 

(b)     Any legend required by the
securities laws of any state or other governmental or regulatory agency having
authority over the issuance of the Securities. 

3.9    Tax Advisors. Such Investor has
reviewed with such Investor’s own tax advisors the federal, state and local tax
consequences of this investment, where applicable, and the transactions
contemplated by this Agreement. Each such Investor is relying solely on such
advisors and not on any statements or representations of the Company or any of
its agents and understands that each such Investor (and not the Company) shall
be responsible for such Investor’s own tax liability that may arise as a result
of this investment or the transactions contemplated by this Agreement. 

3.10    Exculpation Among Investors. Each
Investor acknowledges that it is not relying upon any person, firm or
corporation, other than the Company and its officers and directors, in making
its investment or decision to invest in the Company. Each Investor agrees that
no Investor nor the respective controlling persons, officers, directors,
partners, agents, or employees of any Investor shall be liable to any other
Investor for any action heretofore or hereafter taken or omitted to be taken by
any of them in connection with the purchase of the
Securities.

4.       California Commissioner of
Corporations. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS
AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR
RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM
QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS
CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION
BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 

12 





5.     Conditions of Investor’s
Obligations at Closing. The obligations of each Investor under subsection
1.2 of this Agreement are subject to the fulfillment of each of the following
conditions, the waiver of which shall not be effective against any Investor who
does not consent in writing thereto: 

5.1    Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall
be true on and as of the First Closing with the same effect as though such
representations and warranties had been made on and as of the date of such First
Closing. 

5.2    Performance. The Company shall
have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with
by it on or before the First Closing. 

5.3    Compliance Certificate. The Chief
Executive Officer of the Company shall deliver to each Investor at the First
Closing a certificate stating that the conditions specified in Sections 5.1 and
5.2 have been fulfilled. 

5.4    Qualifications. All
authorizations, approvals or permits, if any, of any governmental authority or
regulatory body of the United States or of any state that are required in
connection with the lawful issuance and sale of the Securities pursuant to this
Agreement shall be duly obtained and effective as of the Closing. 

5.5    Proceedings and Documents. All
corporate and other proceedings in connection with the transactions contemplated
at the Closing and all documents incident thereto shall be reasonably
satisfactory in form and substance to the Investors, and they shall have
received all such counterpart original and certified or other copies of such
documents as they may reasonably request. 

5.6    Opinion of Company Counsel. The
Investors shall have received an opinion from O’Melveny & Myers LLP, counsel
for the Company, dated as of the First Closing, substantially in the form
attached hereto as Exhibit E. 

5.7    Omnibus Amendment. The Company
shall have entered into the Omnibus Amendment attached as Exhibit F
hereto with the other parties thereto. 

5.8    Secretary’s Certificate. The
Secretary or Assistant Secretary of the Company shall deliver to each Investor
at the First Closing a certificate stating that the copies of the Company’s
Restated Certificate and Bylaws and Board of Directors and stockholder
resolutions relating to the sale of the Shares attached thereto are true and
complete copies of such documents and resolutions. 

5.9    Proprietary Information and Inventions
Agreements. Each employee, officer and consultant of the Company shall have
entered into a Proprietary Information and Inventions Agreement, or an agreement
containing substantially similar terms. 

13 




6.     Conditions of the Company’s
Obligations at Closing. The obligations of the Company to each Investor
under this Agreement are subject to the fulfillment on or before the Closing of
each of the following conditions by that Investor: 

6.1    Representations and Warranties.
The representations and warranties of the Investors contained in Section 3 shall
be true on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the Closing. 

6.2    Payment of Purchase Price. The
Investors shall have delivered the purchase price specified in Section 1. 

6.3    Qualifications. All
authorizations, approvals or permits, if any, of any governmental authority or
regulatory body of the United States or of any state that are required in
connection with the lawful issuance and sale of the Securities pursuant to this
Agreement shall be duly obtained and effective as of the Closing. 

7.     Miscellaneous. 

7.1    Survival. The warranties,
representations and covenants of the Company and Investors contained in or made
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the Closing and shall in no way be affected by any investigation
of the subject matter thereof made by or on behalf of the Investors or the
Company. 

7.2    Successors and Assigns. Except as
otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties (including transferees of any Securities). Nothing in
this Agreement, express or implied, is intended to confer upon any party, other
than the parties hereto or their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. 

7.3    Governing Law. This Agreement
shall be governed by and construed under the laws of the State of Delaware as
applied to agreements among Delaware residents entered into and to be performed
entirely within Delaware, without regard to conflicts of laws principals. 

7.4    Titles and Subtitles. The titles
and subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement. 

7.5    Notices. All notices required or
permitted hereunder shall be in writing and shall be deemed effectively given:
(i) upon personal delivery to the party to be notified, (ii) when sent by
electronic mail or facsimile if sent during normal business hours of the
recipient, if not, then on the next business day; (iii) two days after being
sent by registered or certified mail, return receipt requested, postage prepaid;
or (iv) one day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All
communications shall be sent to the address as set forth on the signature page
hereof or at such other address as such party may designate by ten days’ advance
written notice to the other parties hereto. 

14 




7.6    Finder’s Fee. Each party
represents that it neither is nor will be obligated for any finders’ fee or
commission in connection with this transaction. Each Investor agrees to
indemnify and to hold harmless the Company from any liability for any commission
or compensation in the nature of a finders’ fee (and the costs and expenses of
defending against such liability or asserted liability) for which such Investor
or any of its officers, partners, employees or representatives is responsible.
The Company agrees to indemnify and hold harmless each Investor from any
liability for any commission or compensation in the nature of a finders’ fee
(and the costs and expenses of defending against such liability or asserted
liability) for which the Company or any of its officers, employees or
representatives is responsible. 

7.7    Expenses. Irrespective of whether
the Closing is effected, each party shall pay all costs and expenses that it
incurs with respect to the negotiation, execution, delivery and performance of
this Agreement and the Related Agreements. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the Related
Agreements, or the Restated Certificate, the prevailing party shall be entitled
to reasonable attorneys’ fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled. 

7.8    Amendments and Waivers. Any term
of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the holders of a majority of the Common Stock not previously sold to the
public that is issuable or issued upon conversion of the Shares. Any amendment
or waiver effected in accordance with this paragraph shall be binding upon each
holder of any securities purchased under this Agreement at the time outstanding
(including securities into which such securities are convertible), each future
holder of all such securities and the Company. 

7.9    Severability. If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
such provision shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms. 

7.10   Entire Agreement. This Agreement and
the documents referred to herein constitute the entire agreement among the
parties and no party shall be liable or bound to any other party in any manner
by any warranties, representations or covenants except as specifically set forth
herein or therein. 

7.11   Counterparts. This Agreement may be
executed 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

7.12   Aggregation of Stock. All Shares held
or acquired by affiliated entities or persons shall be aggregated together for
the purpose of determining the availability of any rights under this
Agreement. 

[Signature Pages Follow]

15 




IN WITNESS WHEREOF, the parties have executed this Series A
Preferred Stock Purchase Agreement as of the date first above written. 

COMPANY: 

FREQUENCY NETWORKS, INC. 


	By:	/s/
      Blair Harrison 
	 	Blair Harrison 
	 	Chief Executive Officer






	Address: 	4526 Wilshire Blvd. 
	  	Los Angeles, CA 90010




[SIGNATURE PAGE TO STOCK
PURCHASE AGREEMENT] 




IN WITNESS WHEREOF, the parties have executed this Series A
Preferred Stock Purchase Agreement as of the date first above written. 

INVESTORS: 

YOU ON DEMAND HOLDINGS, INC. 


	By: 	/s/
      Bruno Wu
	 	Name: Bruno Wu 
	 	Title: Chairman 





	
      Address:
	
      375 Greenwich Street, Suite 516 

	
       
	
      New York, NY 10013 




[SIGNATURE PAGE TO STOCK
PURCHASE AGREEMENT] 




IN WITNESS WHEREOF, the parties have executed this Series A
Preferred Stock Purchase Agreement as of the date first above written. 

INVESTORS: 

POINT BLANK CAPITAL, LLC 


	By: 	 /s/ Michael Gordon
	Name: 	 Michael Gordon
	Title: 	 Member / Manager



Address: 

[SIGNATURE PAGE TO STOCK
PURCHASE AGREEMENT] 




IN WITNESS WHEREOF, the parties have executed this Series A
Preferred Stock Purchase Agreement as of the date first above written. 

INVESTORS: 

FRENET HOLDINGS, LLC 


	By: 	/s/ J.P. Nauseef 
	Name: J.P. Nauseef 
	Title: Manager 



Address: 

3025 Ridgeway Rd
Dayton, Ohio 45419 

[SIGNATURE PAGE TO STOCK
PURCHASE AGREEMENT] 




EXHIBIT A 

Schedule of Investors

First Closing, April 13, 2016


	Investor 

	Shares at 
$0.42467 
per
      share 	Cash 
Consideration 
	Conversion of 
Indebtedness
      
	Shares at 
$0.141557
      
per share 	Cash 
Consideration 
	Conversion 
of
      
Indebtedness 	Total 
Shares 
	Total 
Consideration


	You on Demand Holdings, Inc. 	4,208,885 	$1,787,387.34 	$0 	1,501,962 	$212,612.73 	$0 	5,710,847 	$2,000,000.07 
	FreNet Holdings, LLC [1]. 	856,033 	$0 	$363,531.51 	305,480 	$0 	$43,242.69 	1,161,513 	$406,774.19 
	Point Blank Capital LLC 	3,708,762 	$0 	$1,575,000.00 	0 	$0 	$0 	3,708,762 	$1,575,000.00 



[1] The conversion of interest accrued on the principal amount
of the Promissory Note, by and between the Company and FreNet Holdings LLC,
dated February 9, 2016, is calculated through April 11, 2016; FreNet Holdings
LLC agrees that any interest accrued after such date will be paid in cash.

Subsequent Closing, April 2, 2016


	Investor 

	Shares at 
$0.42467 
per
      share 	Cash 
Consideration 
	Shares at 
$0.141557
      
per share 	Cash 
Consideration 
	Total 
Shares 
	Total 
Consideration


	You on Demand Holdings, Inc. 	2,104,443 	$893,693.66 	750,981 	$106,306.36 	2,855,424 	$1,000,000.02