YOU On Demand Holdings, Inc.: Exhibit 10.7 - Filed by newsfilecorp.com







	 
	Loan 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 	1
      
	2.
      	LOANS
      	3
      
	3.
      	REPAYMENT
      OF LOANS 	4
      
	4.
      	REPRESENTATIONS
      AND WARRANTIES 	4
      
	5.
      	UNDERTAKINGS
      OF PARTY B AND PARTY C 	5
      
	6.
      	PENALTY
      INTEREST 	7
      
	7.
      	CONFIDENTIALITY
      	8
      
	8.
      	BREACH
      	9
      
	9.
      	FORCE
      MAJEURE 	9
      
	10.
      	GOVERNING
      LAW 	10
      
	11.
      	DISPUTE
      RESOLUTION 	10
      
	12.
      	MISCELLANEOUS
      	10
      






This LOAN AGREEMENT (“Agreement”) is entered into
on this April 5, 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, whose residential address is at No. 602 Unit 1
      18/F, No. 19 West Third Ring North Road, Haidian District, Beijing, PRC
      (“Party B”); and

	 	 
	(3) 	
      Zhu Yun, a PRC citizen and holder of identity card number
      630104197402260543, whose residential address is at No.501, Room 13, 15th
      Floor, Liuheyuan, Shijingshan District, Beijing, PRC. (“Party
      C”).



WHEREAS: 

	A. 	
      Party A, through its affiliate, extended loans of RMB
      19,800,000 and RMB 2,000,000 to individual bank accounts designated by
      Party B and Party C (collectively, the “Loans”) for the purpose of
      establishing Tianjin Sevenstarflix Network Technology Limited
      (“Company”) and developing its business.

	 	 
	B. 	
      Party A, Party B and Party C wish to sign a written
      agreement formally setting forth the terms and conditions for the loan
      arrangements among them.



NOW, THEREFORE, the parties agree as follows: 

	1. 	
      DEFINITIONS AND INTERPRETATIONS

	 	 	 
		1.1 	
      Definitions. Unless otherwise provided in this
      Agreement, the following terms shall have the meanings set forth
    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 to be entered into among
      the parties and the Company; 

	
       
	
      
	
      

	
      
	
      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, and marketing plans, regardless of the format in which such
information is stored or communicated, and including any excerpts, summaries or
other derivative products containing the same; 





	Loan Agreement 	- 1 -
    	 








		
      Designated Person 
	
      means any person designated by Party A in writing;
  

	
       
	
       
	
       

	
       
	
      Equity Interests 
	
      means the entire equity interests of the Company
  

	
       
	
       
	
      held by Party B and Party C respectively; 

	
       
	
       
	
       

		
      Equity Pledge Agreement 
	
      means the equity pledge agreement to be entered into
      between the parties; 

	
       
	
       
	
       

	
       
	
      Event of Default 
	
      means any event as described in Article 2.4; 

	
       
	
       
	
       

		
      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 or lack of funding which may affect Party B or Party C’s ability to
      perform repayment of the entire amount or any portion of the Loans;
  

	
       
	
       
	
       

		
      Power of Attorney 
	
      means the irrevocable power of attorney issued by each of
      Party B and Party C on Arpil 1, 2016, pursuant to which Party A or the
      Designated Person(s) shall be authorised to act on behalf of Party B and
      Party C in exercising their rights and obligations as shareholders of the
      Company; 

	
       
	
       
	
       

		
      Repayment Notice 
	
      means a written notice from Party A to either or both of
      Party B and Party C, demanding partial or total repayment of the Loans;
      

	
       
	
       
	
       

		
      Technical Services Agreement 
	
      means the Technical Services Agreement entered into
      between Party A and the Company on April 1, 2016.





	 	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 stated herein does not
refer to 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. 





	Loan Agreement 	- 2 -
    	 








	2. 	
      LOANS

	 	 	 	 
		2.1 	
      Timing and Amount. Party A, through its affiliate,
      extended the Loans to individual bank accounts designated by Party B and
      Party C in full as of [ ], 2016. Each of Party B and Party C confirmed in
      writing to Part A their receipt of the Loans and hereby represents that
      such designation is and was at his own free will, and he will be
      responsible for any liability and consequence resulting from the
    same.

	 	 	 	 
		2.2 	
      Purpose of the Loans. Each of Party B and Party C
      hereby represents that he shall use the Loans solely for the establishment
      of the Company and for the development of the Company’s business. Without
      Party A’s prior written consent, neither Party B nor Party C shall use the
      Loans for any other purpose.

	 	 	 	 
		2.3 	
      Term of the Loans. The term of the Loans shall
      continue indefinitely until the earlier of the following events, at which
      time they shall become immediately due and repayable in full (including
      any applicable interest thereon, in accordance with Article 3):

	 	 	 	 
			2.3.1 	
      the date on which Party B and/or Party C receives a
      Repayment Notice; and

	 	 	 	 
			2.3.2 	
      the date on which an Event of Default occurs.

	 	 	 	 
		2.4 	
      Event of Default. An Event of Default shall be
      deemed to have occurred if either (or both of) Party B or Party
  C:

	 	 	 	 
			2.4.1 	
      makes, or attempts to make, any transfer of his Equity
      Interests in the Company to which Party A has not consented;

	 	 	 	 
			2.4.2 	
      dies, or wholly or partially loses his capacity to
      perform civil or legal acts;

	 	 	 	 
			2.4.3 	
      is charged with a criminal offense; or

	 	 	 	 
			2.4.4 	
      becomes the subject of a third-party claim for an amount
      in excess of RMB 500,000.




	Loan Agreement 	- 3 -
    	 







	3. 	
      REPAYMENT OF LOANS

	 	 	 	 
		3.1 	
      Repayment Method. The parties agree that the Loans
      shall be repaid through an equity transfer transaction pursuant to which
      Party B and Party C each transfers his Equity Interests in the Company to
      Party A and/or the Designated Person (as the case may be), as
    follows:

	 	 	 	 
			3.1.1 	
      Party A has the right, but not the obligation at any time
      to purchase, or authorise the Designated Person to purchase, all or part
      of Party B and/or Party C’s Equity Interests in the Company at such price
      as Party A shall determine (“Transfer Price”);

	 	 	 	 
			3.1.2 	
      All monies received by Party B and Party C through the
      payment of the Transfer Price shall be used solely to repay Party A for
      the Loans, in such manner as designated by Party A in accordance with this
      Agreement; and

	 	 	 	 
			3.1.3 	
      If the Transfer Price exceeds the principal amount of the
      Loans, the amount in excess of the principal amount of the Loans shall be
      deemed as interest payable on the Loans, and shall be payable to Party A
      in cash. Otherwise, the Loans shall be deemed to be
  interest-free.

	 	 	 	 
		3.2 	
      Repayment upon Default. Upon the occurrence of an
      Event of Default, the entire amount of the Loans, together with any
      applicable interest, will become immediately due and payable.

	 	 	 	 
	4. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 	 
		4.1 	
      Party A’s Representations and Warranties. Party A
      represents and warrants as follows:

	 	 	 	 
			4.1.1 	
      it is a company incorporated and validly existing under
      the laws of the PRC;

	 	 	 	 
			4.1.2 	
      it has all due power and authority to enter into and
      perform this Agreement;

	 	 	 	 
			4.1.3 	
      its execution and performance of this Agreement will not
      result in a breach of any law, regulation, authorisation, or agreement to
      which it is subject; and

	 	 	 	 
			4.1.4 	
      this Agreement constitutes legal, valid, and binding
      obligations enforceable against it.

	 	 	 	 
		4.2 	
      Party B and Party C’s Representations and
      Warranties. Each of Party B and Party C represents and warrants as
      follows:




	Loan Agreement 	- 4 -
    	 







			
      4.2.1 
	
      he has contributed to the Company all of the capital
      required to hold his Equity Interests in the Company in accordance with
      the laws of the PRC, and has obtained a corresponding capital verification
      report issued by a qualified accountant, upon the request and at the cost
      of Party A;

			 	
			
      4.2.2 
	
      he has the legal capacity to enter into and perform this
      Agreement;

			 	
			
      4.2.3 
	
      his execution and performance of this Agreement will not
      result in a breach of any law, regulation, authorisation, or agreement to
      which he is subject;

			 	
			
      4.2.4 
	
      this Agreement constitutes legal, valid, and binding
      obligations enforceable against him; and

			 	
			
      4.2.5 
	
      there is no on-going or pending dispute, action,
      arbitration, administrative procedure or other legal proceeding against
      him.

			 	
	
      5. 
	
      UNDERTAKINGS OF PARTY B AND PARTY C

			 	
	
      
      


      
	
      5.1 
	
      Undertakings in Regard to the Company. Each of
      Party B and Party C undertakes to vote in accordance with his Equity
      Interests in the Company and to take all other necessary actions to ensure
      that the Company:

			 	
			
      5.1.1 
	
      obtains or completes each (as appropriate) governmental
      approval, authorisation, licence, registration and filing procedure which
      is necessary to perfect the ownership of its respective assets and to
      engage in the businesses specified in its business licence;

				
			
      5.1.2 
	
      does not supplement or modify its articles of association
      or other constituent documents, increase or reduce its registered capital,
      change its current business activities, or alter its shareholding
      structure, without the prior written consent of Party A;

			 	
			
      5.1.3 
	
      manages its business and handles its financial and
      commercial affairs prudently and in accordance with the relevant laws and
      codes of practice;

			 	
			
      5.1.4 
	
      does not sell, transfer, pledge or otherwise dispose of
      any legal or beneficial interest of its assets, businesses or income, or
      permit creation of such other security interest thereon, without the prior
      written consent of Party A;




	Loan Agreement 	- 5 -
    	 







	 		5.1.5 	
      does not incur, inherit, warrant or permit the existence
      of any debt or encumbrance without the prior written consent of Party
      A;

	 	 	 	 
	 		5.1.6 	
      does not enter into any contract valued in excess of RMB
      10,000 without the prior written consent of Party A, except in the
      ordinary course of business;

	 	 	 	 
	 		5.1.7 	
      does not, under any circumstance, enter into any contract
      valued in excess of RMB 200,000 without the prior written consent of Party
      A;

	 	 	 	 
	 		5.1.8 	
      does not extend any loan or credit to any party, or
      provide any guarantee or assume any obligation of any party, without the
      prior written consent of Party A;

	 	 	 	 
	 		5.1.9 	
      provides all information relating to its operations and
      financial affairs to Party A upon Party A’s request;

	 	 	 	 
	 		5.1.10 	
      obtains and maintains insurance with insurers acceptable
      to Party A, for an amount and on terms and conditions which are comparable
      to the insurance maintained by companies engaging in similar businesses
      with similar assets or properties and in terms satisfactory to meet any
      insurance requirements at law in the jurisdictions in which the Company
      operates;

	 	 	 	 
	 		5.1.11 	
      does not merge or consolidate with any third party or
      acquire or invest in any third party, without the prior written consent of
      Party A;

	 	 	 	 
	 		5.1.12 	
      notifies Party A immediately should any legal action,
      arbitration or administrative procedure relating to his/her assets,
      operations or income arise or become likely to arise;

	 	 	 	 
	 		5.1.13 	
      does not pay dividends or distributions of any kind to
      its shareholders without the prior written consent of Party A;
  and

	 	 	 	 
	 		5.1.14 	
      promptly notifies Party A in writing of the occurrence of
      any event which has or might have a material adverse effect on its assets,
      obligations, rights or operations.

	 	 	 	 
	 	5.2 	
      Personal Undertakings. Each of Party B and Party C
      further undertakes to:

	 	 	 	 
	 		5.2.1 	
      not sell, transfer, pledge or otherwise dispose of any of
      his Equity Interests in the Company, or permit creation of such other
      security interest thereon, without the prior written consent
  of Party A; 





	Loan Agreement 	- 6 -
    	 








		
       
	
      5.2.2
	
      enter into all necessary or appropriate agreements, take
      all necessary or appropriate actions , and make all necessary or
      appropriate defences for the Company for the purpose of maintaining
      ownership of his Equity Interests in the Company (unless requested
      otherwise in writing by Party A) or as requested in writing by Party
    A;

	 	 	
       
	
       

			
      5.2.3 
	
      not cause any action and/or omission which may materially
      and adversely affect the assets, operations or liability of the Company,
      without the prior written consent of Party A;

	 	 	
       
	
       

			
      5.2.4 
	
      appoint only persons nominated by Party A to serve as
      directors of the Company;

	 	 	
       
	
       

			
      5.2.5 
	
      use all proceeds from the Transfer Price solely to repay
      the Loans (including any applicable interest on the same), in accordance
      with this Agreement;

	 	 	
       
	
       

			
      5.2.6 
	
      issue the Power of Attorney within 3 days after the
      establishment of the Company;

	 	 	
       
	
       

			
      5.2.7 
	
      execute the Call Option Agreement and Equity Pledge
      Agreement within 3 days after the establishment of the Company;

	 	 	
       
	
       

			
      5.2.8 
	
      take all actions to ensure that the Equity Pledge
      Agreement, Call Option Agreement, Power of Attorney and Technical Services
      Agreement remain in full effect and free of default for the duration of
      the Loans, and that each relevant filing, registration procedure,
      approval, and governmental proceedings are duly obtained or completed;
      and

	 	 	
       
	
       

			
      5.2.9 
	
      strictly observe all the provisions and perform all of
      his obligations under this Agreement, the Equity Pledge Agreement, the
      Call Option Agreement and the Power of Attorney, and not cause or
      contribute to any action or omission that may impair their validity or
      enforceability.

	 	 	
       
	
       

	6. 	
      PENALTY INTEREST

	 	 	
       
	
       

		6.1 	
      If either Party B or Party C fails to comply with his
      repayment obligations under this Agreement, then interest shall be levied
      at the rate of 0.3% per day (compounded daily) upon the outstanding amount
      of the Loans, beginning on the date on which such amount becomes due and
      payable until the date on which the overdue amount is settled in
    full.




	Loan Agreement 	- 7 -
    	 







		6.2 	
      The aforesaid interest penalty shall be remitted by Party
      B and/or Party C (as the case may be) in cash into a bank account
      designated in writing by Party A within 5 days after such interest is
      levied.

	 	 	 	 
	7. 	
      CONFIDENTIALITY

	 	 	 	 
		7.1 	
      Confidentiality Obligations. Each party
      (“Receiving Party”) shall maintain the strict confidentiality of
      any and all Confidential Information of the other parties (“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, officers,
      affiliates 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.

	 	 	 	 
		7.2 	
      Exceptions. The disclosure of Confidential
      Information by the Receiving Party shall not be deemed a breach of its
      confidentiality obligations under the following circumstances:

	 	 	 	 
			7.2.1 	
      the Disclosing Party has given its prior written consent
      to the disclosure;

	 	 	 	 
			7.2.2 	
      the Confidential Information has entered the public
      domain through no fault or wrongful act of the Receiving Party;

	 	 	 	 
			7.2.3 	
      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;

	 	 	 	 
			7.2.4 	
      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

	 	 	 	 
			7.2.5 	
      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.





	Loan Agreement 	- 8 -
    	 








	8. 	
      BREACH

	 	 	 	 
		8.1 	
      Breach. A party shall be deemed to be in breach of
      this Agreement if:

	 	 	 	 
			8.1.1 	
      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

	 	 	 	 
			8.1.2 	
      any representation or warranty made by such party
      hereunder is as of the Signing Date, or later becomes, materially false,
      misleading or untrue.

	 	 	 	 
		8.2 	
      Liability for Breach. Any party that breaches this
      Agreement shall indemnify the other parties against, and compensate them
      for, any damages or loss of any kind incurred as a result, including third
      party claims.

	 	 	 	 
	9. 	
      FORCE MAJEURE

	 	 	 	 
		9.1 	
      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:

	 	 	 	 
			9.1.1 	
      its failure to perform its obligations hereunder has been
      directly caused by Force Majeure;

	 	 	 	 
			9.1.2 	
      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;

	 	 	 	 
			9.1.3 	
      it has immediately informed the other parties in writing
      after the occurrence of Force Majeure; and

	 	 	 	 
			9.1.4 	
      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.




	
      Loan Agreement 
	- 9 -
    	 







	10. 	
      GOVERNING LAW

	 	 	 
		
      This Agreement shall be governed by and construed in
      accordance with the laws of the PRC.

	 	 	 
	11. 	
      DISPUTE RESOLUTION

	 	 	 
		11.1 	
      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 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 Chinese and English
      languages before a tribunal of 3 arbitrators appointed in accordance with
      the aforesaid rules.

	 	 	 
		11.2 	
      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.

	 	 	 
		11.3 	
      During the period when the dispute is being resolved,
      except for the matters under dispute, the parties shall continue
      performing this Agreement in all respects.

	 	 	 
	12. 	
      MISCELLANEOUS

	 	 	 
		12.1 	
      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.




		
      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 



	Loan Agreement 	- 10 -
    	 







	 	
      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 




	 	12.2 	
      Entire Agreement. This Agreement constitutes the
      entire agreement among the parties in respect of the subject matter hereof
      and shall supersede any previous discussions, negotiations and agreements
      related thereto.

	 	 	 
	 	12.3 	
      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.

	 	 	 
	 	12.4 	
      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.

	 	 	 
	 	12.5 	
      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.

	 	 	 
	 	12.6 	
      Successors. This Agreement shall be valid and
      binding on the parties, their successors and permitted assigns (if
      any).

	 	 	 
	 	12.7 	
      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.

	 	 	 
	 	12.8 	
      Counterparts. 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. 





	Loan Agreement 	- 11 -
    	 








	 	12.9 	
      Languages and Versions. This Agreement is executed
      in three (3) original sets with both Chinese and English language
      versions. Each party shall retain one (1) original set. The Chinese and
      English language versions shall have the same legal
  effect.



[The space below has been intentionally left blank.] 

	Loan Agreement 	- 12 -
    	 






IN WITNESS WHEREOF, the parties have executed or have
caused their duly authorised representatives to execute this Agreement as of the
date first indicated above. 

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

(Company Seal) 


	Signature: 	 
      /s/ Polly Wang
	Name: 	Polly Wang 
	Title: 	Legal Representative 



Yang Lan 


	Signature: 	/s/
      Yang Lan



Zhu Yun 


	Signature: 	/s/
      Zhu Yun


  





	Signature Page to
      Loan Agreement