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






5 April 2016 

Yang Lan
No. 602 Unit 1 18/F, No. 19 West Third Ring North
Road, Haidian District, Beijing, PRC

Dear Yang Lan, 

Re: Indemnification and Release of Claims


We are delighted that you have been assisting YOU On Demand
(Beijing) Technology Co., Ltd. (“WFOE”) with our business plans in the
People’s Republic of China.

For the purpose of clarifying the relationship between you and
the WFOE, this Letter of Indemnification and Release (“Letter”) sets out
below the general terms of the arrangement between you and the WFOE, which is
further described in the relevant documents. 

You have assumed and will continue to assume the role of a
nominee shareholder of Tianjin Seven Starflix Network Technology Limited, a
limited liability company established in Tianjin (“Company”). You agree
to hold 99% of the entire equity interests in the Company, representing RMB
49.50 million in the registered capital of the Company, pursuant to the terms of
a Call Option Agreement and an Equity Pledge Agreement, as well as other related
documents (“Trustee Documents”). 

You agree and accept that you will not assume any liability
that might arise from your role as a registered shareholder of the Company, and
conversely you will not be entitled to dividends or other benefits generated
therefrom, or receive any compensation as a registered shareholder of the
Company.

Indemnification and Release of Claims 

Provided that you fully perform and comply with the Trustee
Documents and all legal instructions, as they relate to the Trustee Documents,
issued by the WFOE, the WFOE hereby agrees to indemnify you against any personal
liability, tax or any other kind of liabilities, incurred in connection with
your role in the equity transfer and as a registered shareholder of the Company.
The WFOE will waive and release you unconditionally from any claims arising
from, or related to, your role as the Company’s shareholder, provided that your
actions to fulfill your responsibilities as a registered shareholder are taken
in good faith. 

Duration

The arrangement described above is deemed to have commenced
automatically as at the time when you become a registered shareholder of the
Company. The arrangement will remain valid until either you or the WFOE
terminates this Letter by giving the other party hereto sixty (60) days’ prior
written notice. 

	- 1 -







Confidentiality 

The confidentiality of this arrangement is of the utmost
importance. Therefore, we request that you agree to keep the contents of this
Letter completely confidential, and refrain from disclosing its contents to
anyone, in words or in substance. Notwithstanding the preceding sentence, you
may, however, disclose the terms and amount of this Letter to: (a) your
immediate family, tax or other financial advisor, and/or lawyer, provided that
you first obtain such person’s agreement to keep any such matters completely
confidential and not to disclose them to anyone; and (b) the extent required by
law or to the extent necessary to enforce your rights under this Letter. 

Entire Agreement 

With the exception of any employment agreement between you and
the WFOE or its affiliates, this Letter supersedes any and all prior or
contemporaneous oral and/or written agreements between you and the WFOE and sets
out the entire agreement between you and the WFOE. No variations or
modifications hereof will be deemed valid unless set out in writing and signed
by the parties hereto. 

Choice of Law and Dispute Resolution 

This Letter is governed exclusively by the laws of the People’s
Republic of China without giving effect to the conflict of laws principles
thereof. The provisions of this Letter are severable, and if for any reason any
part hereof is found to be unenforceable, the remaining portions will be
enforceable in full. If any dispute arises from or in connection with this
Letter, you and the WFOE shall first attempt to reach a resolution through
amiable negotiation. If such dispute cannot be resolved within thirty (30) days
after the commencement of such negotiation, the dispute shall be submitted to
China International Economic and Trade Arbitration Commission (“CIETAC”)
for arbitration which shall be conducted in accordance with the CIETAC’s
arbitration rules in effect at the time of applying for arbitration. The
arbitral award will be final and binding upon both parties. The arbitration
shall be conducted in [both the English and Chinese languages] before a tribunal
of three (3) arbitrators appointed in accordance with the CIETAC’s arbitration
rules in effect at the time of applying for arbitration. 

Again, on behalf of the WFOE, we extend to you
our most sincere thanks and gratitude for your kind assistance.

Please let us know if you have any questions. 

Sincerely, 

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


	By: 	
      /s/ Wang Bao Yun 

	Name: 	Wang Bao Yun 
	Title: 	Legal Representative





	- 2 -







Accepted and Agreed


	By: 	/s/
      Yang Lan 
	Name: 	Yang Lan 




	- 3 -







5 April 2016 

Zhu Yun
No.501, Room 13, 15th Floor, Liuheyuan, Shijingshan
District, Beijing, PRC.

Dear Zhu Yun, 

Re: Indemnification and Release of Claims


We are delighted that you have been assisting YOU On Demand
(Beijing) Technology Co., Ltd. (“WFOE”) with our business plans in the
People’s Republic of China.

For the purpose of clarifying the relationship between you and
the WFOE, this Letter of Indemnification and Release (“Letter”) sets out
below the general terms of the arrangement between you and the WFOE, which is
further described in the relevant documents. 

You have assumed and will continue to assume the role of a
nominee shareholder of Tianjin Sevenstarflix Network Technology Limited, a
limited liability company established in Tianjin (“Company”). You agree
to hold 1% of the entire equity interests in the Company, representing RMB 0.5
million in the registered capital of the Company, pursuant to the terms of a
Call Option Agreement and an Equity Pledge Agreement, as well as other related
documents (“Trustee Documents”). 

You agree and accept that you will not assume any liability
that might arise from your role as a registered shareholder of the Company, and
conversely you will not be entitled to dividends or other benefits generated
therefrom, or receive any compensation as a registered shareholder of the
Company.

Indemnification and Release of Claims 

Provided that you fully perform and comply with the Trustee
Documents and all legal instructions, as they relate to the Trustee Documents,
issued by the WFOE, the WFOE hereby agrees to indemnify you against any personal
liability, tax or any other kind of liabilities, incurred in connection with
your role in the equity transfer and as a registered shareholder of the Company.
The WFOE will waive and release you unconditionally from any claims arising
from, or related to, your role as the Company’s shareholder, provided that your
actions to fulfill your responsibilities as a nominee shareholder are taken in
good faith. 

Duration

The arrangement described above is deemed to have commenced
automatically as at the time when you become a registered shareholder of the
Company. The arrangement will remain valid until either you or the WFOE
terminates this Letter by giving the other party hereto sixty (60) days’ prior
written notice. 

	- 4 -







Confidentiality 

The confidentiality of this arrangement is of the utmost
importance. Therefore, we request that you agree to keep the contents of this
Letter completely confidential, and refrain from disclosing its contents to
anyone, in words or in substance. Notwithstanding the preceding sentence, you
may, however, disclose the terms and amount of this Letter to: (a) your
immediate family, tax or other financial advisor, and/or lawyer, provided that
you first obtain such person’s agreement to keep any such matters completely
confidential and not to disclose them to anyone; and (b) the extent required by
law or to the extent necessary to enforce your rights under this Letter. 

Entire Agreement 

With the exception of any employment agreement between you and
the WFOE or its affiliates, this Letter supersedes any and all prior or
contemporaneous oral and/or written agreements between you and the WFOE and sets
out the entire agreement between you and the WFOE. No variations or
modifications hereof will be deemed valid unless set out in writing and signed
by the parties hereto. 

Choice of Law and Dispute Resolution 

This Letter is governed exclusively by the laws of the People’s
Republic of China without giving effect to the conflict of laws principles
thereof. The provisions of this Letter are severable, and if for any reason any
part hereof is found to be unenforceable, the remaining portions will be
enforceable in full. If any dispute arises from or in connection with this
Letter, you and the WFOE shall first attempt to reach a resolution through
amiable negotiation. If such dispute cannot be resolved within thirty (30) days
after the commencement of such negotiation, the dispute shall be submitted to
China International Economic and Trade Arbitration Commission (“CIETAC”)
for arbitration which shall be conducted in accordance with the CIETAC’s
arbitration rules in effect at the time of applying for arbitration. The
arbitral award will be final and binding upon both parties. The arbitration
shall be conducted in [both the English and Chinese languages] before a tribunal
of three (3) arbitrators appointed in accordance with the CIETAC’s arbitration
rules in effect at the time of applying for arbitration. 

Again, on behalf of the WFOE, we extend to you
our most sincere thanks and gratitude for your kind assistance.

Please let us know if you have any questions. 

Sincerely, 

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


	By: 	
      /s/ Wang Bao Yun 

	Name: 	Wang Bao Yun 
	Title: 	Legal Representative





	- 5 -







Accepted and Agreed


	By: 	/s/
      Zhu Yun 
	Name: 	Zhu Yun 


 



	- 6 -