YOU On Demand Holdings, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






___________________________________________________________

Equity Pledge Agreement

___________________________________________________________

by and between 

YOU On Demand (Beijing) Technology Co., Ltd. 

and 

Yang Lan 

and 

Zhu Yun 



 

April 5, 2016 




TABLE OF CONTENTS 

	Article 	  	Page 
	1.
      	DEFINITIONS
      AND INTERPRETATIONS 	2
      
	2.
      	PLEDGE
      	3
      
	3.
      	REGISTRATION
      	3
      
	4.
      	EXERCISE
      OF PLEDGE 	3
      
	5.
      	REPRESENTATIONS
      AND WARRANTIES OF PARTY B AND PARTY C 	3
      
	6.
      	COVENANTS
      OF PARTY B AND PARTY C 	4
      
	7.
      	EVENTS
      OF DEFAULT 	4
      
	8.
      	TERM
      	5
      
	9.
      	BREACH
      OF CONTRACT 	6
      
	10.
      	FEES
      AND EXPENSES 	6
      
	11.
      	CONFIDENTIALITY
      	6
      
	12.
      	FORCE
      MAJEURE 	7
      
	13.
      	GOVERNING
      LAW 	8
      
	14.
      	DISPUTE
      RESOLUTION 	8
      
	15.
      	MISCELLANEOUS
      	8
      






This EQUITY PLEDGE AGREEMENT (“Agreement”) is
entered into on this 5th day of April, 2016 (“Signing Date”) in Beijing,
People’s Republic of China (“PRC”), by and between: 

	(1) 	
      YOU On Demand (Beijing) Technology Co., Ltd., a
      limited liability company incorporated under the laws of the PRC, with its
      registered address at Suite 2603, 26/F, Tower A, 10 Jintongxi Road,
      Chaoyang District, Beijing, PRC (“Party A”);

	 	 
	(2) 	
      Yang Lan, a PRC citizen and holder of identity card
      number 110108196803315727 (“Party B”); and

	 	 
	(3) 	
      Zhu Yun, a PRC citizen and holder of identity card number
      630104197402260543 (“Party C”).



(collectively, the “Parties”, individually, a
“Party”) 

WHEREAS: 

	A. 	
      Party B holds 99% and Party C holds 1% of the equity
      interests (“Equity Interests”) of Tianjin Sevenstarflix Network
      Technology Limited, “Company”), a limited liability company
      incorporated and doing certain business activities in the PRC
      (“Business”). The Equity Interests represent RMB 50 million in the
      registered capital of the Company.

	 	 
	B. 	
      On 1 April 2016, Party A and the Company entered into a
      Technical Services Agreement (“Technical Services Agreement”),
      pursuant to which the Company shall pay service fees to Party A for
      various technical, marketing and management consulting and other services
      in connection with the Business.

	 	 
	C. 	
      On 1 April 2016, Party A, Party B, Party C and the
      Company entered into a Call Option Agreement (“Call Option
      Agreement”), pursuant to which Party B and Party C grant to Party A an
      option to purchase all or any part of their Equity Interests.

	 	 
	D. 	
      As security for a total debts of RMB 20 million: (a) the
      performance by the Company of its obligations under the Technical Services
      Agreement for a security of RMB 10 million; and (b) the performance by
      Party B and Party C of their obligations under the Call Option Agreement
      for a security of RMB 10 million, Party B and Party C have agreed to
      pledge 39.6% of the Equity Interests (representing RMB 19.8 million in the
      registered capital of the Company and 0.4% of the Equity Interests
      (representing RMB 0.2 million in the registered capital of the Company)
      respectively to Party A, and Party A has agreed to accept such a pledge,
      in accordance with the terms and conditions set out in this
    Agreement.



NOW THEREFORE, the Parties agree as follows: 

	Equity Pledge
      Agreement 	- 1 -
    	 







	1. 	
      DEFINITIONS AND
INTERPRETATIONS




	 	1.1 	
      Definitions. Unless otherwise provided in this
      Agreement, the terms below shall have the meanings set out
  below:




		Business Day 	means a day on which commercial banks are open
      for business in the PRC; 
	 	  	  
		Call Option Agreement 	means the Call Option Agreement entered into by
      the Parties and the Company on 1 April 2016, as described in Paragraph C
      of the Recitals; 
	 	  	  
		Confidential Information 	means any information of a confidential nature
      relating to the Parties and the Company, including without limitation any
      confidential information concerning their respective structure, business
      activities (including financial information, client lists and business
      policies), technology, released or unreleased software or hardware
      products, marketing plans, regardless of the format in which such
      information is stored or communicated, and including any excerpts,
      summaries or other derivative forms of the same; 
	 	  	  
		Event of Default 	means an event described in Article 7; 
	 	  	  
		Force Majeure 	means any fire, flood, war, act of government
      or other natural or man-made event which is unforeseen by the Parties (or
      if foreseen, reasonably unavoidable) and which prevents the performance of
      this Agreement by any or all of the Parties, but excluding any shortage of
      credit; 
	 	  	  
		Pledge 	means the pledge created over each of Party B’s
      and Party C’s entire share of the Equity Interests in favor of Party A
      under Article 2.1; 
	 	  	  
		Technical Services
      Agreement 	means the Technical Services Agreement entered
      into by Party A and the Company, as described in Paragraph B of the
      Recitals. 



	 	1.2 	
      Interpretation. All headings used herein are for
      reference purposes only and shall not affect the meaning or interpretation
      of any provision. Any reference to an Article or Appendix is to an article
      or appendix of this Agreement. For purposes of this Agreement, the term “PRC”
refers to Mainland China, and unless explicitly provided herein does not include
the Special Administrative Regions of Hong Kong and Macau or the territory of
Taiwan. References to the masculine shall include the feminine and vice versa. 




	Equity Pledge
    Agreement 	- 2 -
    	 








	2. 	
      PLEDGE




	 	2.1 	
      Pledge. Each of Party B and Party C hereby agrees
      to pledge his share of the Equity Interests to Party A pursuant to the
      terms of this Agreement (“Pledge”).

	 	 	 
	 	2.2 	
      Effective Date. The Pledge shall be effective on
      the date on which it has been duly registered pursuant to Article 3. For
      the avoidance of doubt, until Party A has acquired the Equity Interests by
      means of exercising its option under the Call Option Agreement, the Pledge
      will continue to be effective.




	3. 	
      REGISTRATION

	 	 
		
      Party B and Party C covenant with Party A that, within
      [30] Business Days after the execution of this Agreement, Party B and
      Party C shall complete the registration of the Pledge with the relevant
      local branch of the PRC Administration for Industry and Commerce
      (“AIC”) as instructed by Party A, and Party A shall provide any
      necessary assistance to Party B and Party C to register the Pledge in
      accordance with this Agreement.

	 	 
	4. 	
      EXERCISE OF PLEDGE




	 	4.1 	
      Exercise of Pledge. During the term of this
      Agreement, Party A shall be entitled to exercise the Pledge if the Company
      fails to pay any of the service fees due under the Technical Services
      Agreement, or otherwise breaches the Technical Services Agreement, and
      fails to rectify such breach within 30 days of Party A’s written demand
      for the same.

	 	 	 
	 	4.2 	
      No Hindrance. Party B and Party C shall render
      Party A all necessary assistance in exercising the Pledge, and shall not
      hinder Party A’s exercise thereof hereunder.




	5. 	
      REPRESENTATIONS AND WARRANTIES OF PARTY B AND PARTY
      C



Party B and Party C each hereby
represents and warrants that: 

	 	5.1 	
      he is the legal owner of the Equity Interests;
  and

	 	 	 
	 	5.2 	
      he has not pledged or encumbered his respective share of
  the Equity Interests to any person or entity other than Party A. 




	Equity Pledge
    Agreement 	- 3 -
    	 








	6. 	
      COVENANTS OF PARTY B AND PARTY
C



For the duration of this Agreement,
Party B and Party C each covenants to Party A that he will: 

	 	6.1 	
      not transfer or assign his share of the Equity Interests,
      collect any dividends from the Equity Interests, or create or permit to be
      created any pledge or other encumbrance on the Equity Interests other than
      the Pledge, without the prior written consent of Party A;

	 	 	 
	 	6.2 	
      comply with all laws and regulations governing the
      Pledge;

	 	 	 
	 	6.3 	
      deliver to Party A any notice, order, or opinion with
      respect to the Pledge which is issued by a competent government authority
      within 5 Business Days of receiving the same, and comply with or object to
      such notice, order or opinion at the direction of Party A;

	 	 	 
	 	6.4 	
      notify Party A in a timely manner of any action, omission
      or other event which may adversely affect the Equity Interests or any of
      the Parties’ rights therein, or which may change or preclude his
      performance of any of his obligations under this Agreement;

	 	 	 
	 	6.5 	
      not initiate, nor authorize any other person to initiate,
      any legal procedure or other action which could suspend or hamper Party
      A’s right to exercise the Pledge; and

	 	 	 
	 	6.6 	
      execute in good faith all title certificates and
      contracts, perform any necessary actions, and provide any additional
      assistance necessary to perfect Party A’s rights hereunder as requested by
      Party A.




	7. 	
      EVENTS OF DEFAULT




	 	7.1 	
      Events of Default. Each of the following events
      shall be considered to be an Event of Default:




	 	7.1.1 	
      the Company fails to make full and timely payment of the
      service fees under the Technical Service Agreement, or if Party A incurs
      any economic loss due to the Company’s breach of its obligations under the
      Technical Services Agreement;

	 	 	 
	 	7.1.2 	
      Party B and/or Party C breach(es) this Agreement,
      including by making any material misleading or fraudulent representations,
      warranties or covenants under Articles 5 and 6;

	 	 	 
	 	7.1.3 	
      Party B and/or Party C waive his/their rights in or to
      the Equity Interests, or transfer or assign any portion of the Equity
Interests, without the prior written consent of Party A; 




	Equity Pledge
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	 	7.1.4 	
      any loan, security, compensation, covenant and/or other
      liability of Party B and/or Party C is/are required to be repaid or
      performed prior to the scheduled date, or is/are due but cannot be repaid
      or performed as scheduled, and thereby causes Party A to deem that the
      capacity of Party B and/or Party C to perform his/their obligations under
      this Agreement has been adversely affected;

	 	 	 
	 	7.1.5 	
      Party B and/or Party C is/are incapable of repaying its
      general debt or other debt;

	 	 	 
	 	7.1.6 	
      laws are promulgated which render Party B and/or Party C
      incapable of continuing to perform his/their obligations hereunder without
      violating such laws, or which render this Agreement illegal;

	 	 	 
	 	7.1.7 	
      any approval, permit, license, or authorization from the
      competent government authorities needed to perform or validate this
      Agreement is withdrawn, suspended, invalidated, or materially amended;
      and

	 	 	 
	 	7.1.8 	
      other circumstances occur whereby Party A is incapable of
      exercising the right to dispose of the Pledge in accordance with
      applicable law and the Parties’ intentions
hereunder.




	 	7.2 	
      Notice. Party B and/or Party C shall immediately
      serve Party A with a written notice if either or both of them become aware
      that an Event of Default has occurred.

	 	 	 
	 	7.3 	
      Party A’s Event of Default Rights. Party A may, at
      any time upon the occurrence of an Event of Default: (a) serve a written
      default notice to Party B and/or Party C requiring either or both of them
      immediately to make, or cause to be immediately made, full payment of the
      outstanding payment obligations under the Technical Services Agreement; or
      (b) exercise the Pledge in accordance with Article 4. For the avoidance of
      doubt, Party A’s rights under this Article 7.3 shall be separate from and
      additional to its rights for breach of contract as set out in Article
      9.




	8. 	
      TERM



This Agreement shall take effect on the
date first indicated above and remain in full force and effect until the earlier
of the date on which:

	 	8.1 	
      the Technical Services Agreement and Call Option
      Agreement have been performed in full or otherwise
  terminated;




	Equity Pledge
    Agreement 	- 5 -
    	 







	 	8.2 	
      the Pledge is exercised in accordance with Article 4, and
      all subsequent records and other necessary actions have been undertaken by
      Party B and Party C for purposes of the same; and

	 	 	 
	 	8.3 	
      Party A gives, at its sole discretion, notice of release
      of the Pledge to Party B and Party C or other clear instruction in writing
      to the effect that the Pledge under this Agreement shall no longer
      survive.




	9. 	
      BREACH OF CONTRACT




	 	9.1 	
      Breach. A Party shall be deemed to be in breach of
      this Agreement if:




	 	9.1.1 	
      it fails to perform its obligations under this Agreement
      fully and in a timely manner, and does not rectify any such failure within
      30 days after written demand from any other Party requesting the same;
      or

	 	 	 
	 	9.1.2 	
      any representation or warranty made by such Party
      hereunder is as of the Signing Date or becomes, materially false,
      misleading or untrue.




	 	9.2 	
      Liability for Breach. Any Party that breaches this
      Agreement shall indemnify the other Parties against, and compensate them
      for, any damages or losses incurred as a result, including third party
      claims.




	10. 	
      FEES AND EXPENSES



Party A shall be solely responsible for
all fees and expenses incurred in relation to this Agreement, including, without
limitation, legal fees, taxes and government charges, and shall fully indemnify
Party B and Party C against the payment of any fees or expenses incurred at the
request and upon the instruction of Party A. Notwithstanding the foregoing, each
of the Parties shall be responsible for their own legal fees incurred as a
result of engaging legal counsel for the purpose of entering into this Agreement
and in the event that any dispute arises in connection with this Agreement. 

	11. 	
      CONFIDENTIALITY




	 	11.1 	
      Confidentiality Obligations. Each Party
      (“Receiving Party”) shall maintain the strict confidentiality of
      any and all Confidential Information of any other Party(ies)
      (“Disclosing Party”) to which it may become privy before or during
      the performance of this Agreement, and shall not disclose any such
      Confidential Information to any third party except to its relevant
      employees, affiliates, officers and advisors (as applicable) on a
      “need-to-know” basis and provided that the aforesaid recipients of
      Confidential Information are subject to written
  confidentiality undertakings which are no less strict than the obligations set
out herein. Any Confidential Information of the Disclosing Party which is
received by the Receiving Party hereunder shall be used for the sole purpose of
performing this Agreement and such other purpose as the Disclosing Party shall
have permitted in writing. 




	Equity Pledge
    Agreement 	- 6 -
    	 








	 	11.2 	
      Exceptions. The disclosure of Confidential
      Information by the Receiving Party shall not be deemed a breach of its
      confidentiality obligations under the following
  circumstances;




	 	11.2.1 	
      the Disclosing Party has given its prior written consent
      to the disclosure;

	 	 	 
	 	11.2.2 	
      the Confidential Information has entered the public
      domain through no fault or wrongful act of the Receiving Party;

	 	 	 
	 	11.2.3 	
      the Confidential Information has been rightfully received
      by the Receiving Party from a third party which developed such information
      independently and was not subject to any confidentiality obligation with
      regard to the same;

	 	 	 
	 	11.2.4 	
      the Confidential Information was, prior to this Agreement
      or any other separate non-disclosure agreement previously existing between
      the Parties and independently developed by the Receiving Party without the
      use, directly or indirectly, of the Confidential Information; or

	 	 	 
	 	11.2.5 	
      where the disclosure of Confidential Information is
      required pursuant to law or a court order of competent jurisdiction,
      provided that such disclosure shall be limited to the extent required by
      such applicable law or court order, and provided further that the
      Receiving Party has notified the Disclosing Party of the need to disclose
      the Confidential Information in question, such that the Disclosing Party
      shall have the opportunity to oppose the disclosure thereof by means of
      any available objections or appeals.




	12. 	
      FORCE MAJEURE



A Party who is not able to perform its
obligations hereunder as a direct result of Force Majeure, shall not be deemed
to be in breach of this Agreement, provided that the following conditions are
satisfied simultaneously:

	 	12.1 	
      its failure to perform its obligations hereunder has been
      directly caused by Force Majeure;

	 	 	 
	 	12.2 	
      it has used commercially reasonable efforts to perform
      its obligations hereunder and, has taken necessary precautions to reduce the
losses to the other Parties arising from the Force Majeure; 




	Equity Pledge
    Agreement 	- 7 -
    	 








	 	12.3 	
      it has immediately informed the other Parties in writing
      after the occurrence of Force Majeure; and

	 	 	 
	 	12.4 	
      it has provided written information and supporting
      documentation, including a statement of the reasons for the delay in
      implementing or partially implementing this Agreement, within 15 days
      after the occurrence of Force Majeure.




	13. 	
      GOVERNING LAW



This Agreement shall be governed by and
construed in accordance with the laws of the PRC, without giving either
reference or effect to any principle of conflict of laws or choice of laws. 

	14. 	
      DISPUTE RESOLUTION




	 	14.1 	
      If any dispute arises in connection with this Agreement,
      the Parties shall attempt in the first instance to resolve it through
      friendly consultations or mediation. If any dispute cannot be resolved
      within thirty (30) days after the commencement of discussions, such
      dispute shall be referred to and finally resolved by arbitration in
      Beijing under the auspices of the China International Economic and Trade
      Arbitration Commission in accordance with the Commission’s then-current
      arbitration rules. The arbitration shall be conducted in [both the English
      and Chinese languages] before a tribunal of three (3) arbitrators
      appointed in accordance with the said rules.

	 	 	 
	 	14.2 	
      The arbitral award shall be final and binding on the
      parties. The winning party may, at the cost and expense of the losing
      party(ies), apply to any court of competent jurisdiction for enforcement
      of such arbitral award.

	 	 	 
	 	14.3 	
      During the period when the dispute is being resolved,
      except for the matters under dispute, the Parties shall continue to
      perform this Agreement in all respects.




	15. 	
      MISCELLANEOUS




	 	15.1 	
      Notices. All notices or other communications
      hereunder shall be written in English, and delivered in person (including
      by courier), by first class mail or facsimile, to the addresses set forth
      below. A notice shall be deemed to have been delivered (a) on the date of
      signing of the delivery receipt in the case of delivery in person
      (including by courier); (b) on the 10th day of the mailing date in the
      case of delivery by mail; and (c) on the date recorded in the transmission
      record in the case of facsimile, unless delivery is made after 5 pm on a Business Day or on a
non-Business Day in the place of receipt, in which case delivery shall be deemed
to occur at 9 am on the following Business Day.




	Equity Pledge
    Agreement 	- 8 -
    	 








	 	Party A: 	YOU On Demand (Beijing) Technology Co.,
   Ltd. 
	 	  	  
	 	Address: 	Suite 2603, 26/F, Tower A, 10 Jintongxi Road,
    
	 	  	Chaoyang District, Beijing, PRC 
	 	Tel: 	+86 10 8590 6561 
	 	Fax: 	+86 10 8590 6577 
	 	Attn: 	Grace He 
	 	  	  
	 	Party B: 	Yang Lan 
	 	  	  
	 	Address: 	No. 602 Unit 1 18/F, No. 19 West Third Ring
      North 
	 	  	Road, Haidian District, Beijing, PRC 
	 	Tel: 	+86 10 8776 2856 
	 	  	  
	 	Party C: 	Zhu Yun 
	 	  	  
	 	Address: 	No.501, Room 13, 15th Floor, Liuheyuan, 
	 	  	Shijingshan District, Beijing, PRC. 
	 	Tel: 	+86 138 0111 9910 



	 	15.2 	
      Entire Agreement. This Agreement and any
      appendices attached to it constitutes the entire agreement between the
      Parties in respect of the subject matter hereof and shall supersede any
      previous discussions, negotiations and agreements related
  thereto.

	 	 	 
	 	15.3 	
      Amendment. This Agreement may be amended only by a
      written agreement signed by the Parties, which amendment shall be attached
      to this Agreement as an Appendix. If required by law, the Parties shall
      obtain all requisite approvals from the relevant authorities to give
      effect to the amendment.

	 	 	 
	 	15.4 	
      No Waiver. Unless otherwise agreed upon by the
      Parties in writing, any failure or delay on the part of any Party to
      exercise any right, authority or privilege under this Agreement, or under
      any other related agreement, shall not operate as a waiver thereof; nor
      shall any single or partial exercise of any right, authority or privilege
      preclude any other future exercise thereof.

	 	 	 
	 	15.5 	
      Severability. The provisions of this Agreement are
      severable from each other. The invalidity of any provision of this
      Agreement shall not affect the validity or enforceability of any other
      provision of this Agreement.




	Equity Pledge
    Agreement 	- 9 -
    	 







	 	15.6 	
      Successors. This Agreement shall be valid and
      binding on the Parties, their successors and permitted assigns (if
      any).

	 	 	 
	 	15.7 	
      Assignment. Party B and Party C shall not assign
      any of their rights or obligations hereunder without the prior written
      consent of Party A. Party A shall have the right to assign all or any of
      its rights or obligations under this Agreement to a designated person at
      any time. Party B and Party C shall cooperate fully with Party A to affect
      any such assignment, including without limitation signing any
      documentation.

	 	 	 
	 	15.8 	
      Counterparts. For the convenience of the Parties,
      this Agreement may be executed in any number of counterparts. Each such
      counterpart shall be deemed to be an original instrument, and all such
      counterparts shall together constitute one and the same
  instrument.

	 	 	 
	 	15.9 	
      Languages and Versions. This Agreement is executed
      in four (4) original sets with both English and Chinese language versions.
      Each Party shall retain one (1) original set and the other one (1)
      original set shall be submitted to the AIC. The English and Chinese
      language versions shall have the same legal effect. In the event of any
      inconsistencies between the English and Chinese language versions, the
      English language version shall prevail.



[The space below is intentionally left blank.] 

	Equity Pledge
    Agreement 	- 10 -
    	 






IN WITNESS WHEREOF, the Parties have executed or
have caused this Agreement to be executed by their duly authorized
representatives on the date first indicated above. 

For and on behalf of 
YOU On Demand (Beijing)
Technology Co., Ltd. 
(Company Seal) 


	By: 	/s/
    Wang Baoyun 
	Name: 	Wang Baoyun 
	Title: 	Legal Representative






	Yang Lan 	  
	 	 
	By: 	/s/
    Yang Lan
	  	  
	Zhu Yun 	  
	 	 
	By: 	/s/Zhu
Tun




	Signature Page to
      Equity Pledge Agreement