YOU On Demand Holdings, Inc.: Exhibit 10.9 - Filed by newsfilecorp.com







	JOINT VENTURE
      AGREEMENT 


PARTIES: 

Frequency Networks, Inc., 
a Delaware corporation 

Address (place of business, phone, fax, e-mail) 
4526
Wilshire Blvd, Los Angeles, CA 90010 
Phone +1 323 825 4500

b@frequency.com 

Represented by (name, position, address) 
Blair Harrison,
CEO 

Referred to as “FREQUENCY” 

YOU On Demand Holdings, Inc., 
A Nevada corporation 

Address (place of business, phone, fax, e-mail) 
375
Greenwich Street, Suite 516, New York NY 10013 
Phone +1 212 206 1216 

Represented by (name, position, address) 
Mingcheng Tao, CEO



Referred to as “YOD” 

FREQUENCY and YOD are together referred to as “the Parties” and
individually as a “Party”. 




Background 

A. FREQUENCY and YOD (the “Parties”) have agreed to form a new
jointly owned company (the “JVC”), which shall be established and carry on
business in the manner set out in this agreement (“Agreement”). 

B. The Parties have agreed that their relations as shareholders
in the JVC shall be governed by the terms of this Agreement. 

	1. 	
      INTERPRETATION



1.1.     In this Agreement the following
terms shall have the following meanings: 

1.1.1.     “Board” means the Board of
Directors of the JVC; 

1.1.2.     “Business” means the Business to
be carried on by the JVC as defined in Article 2.1 and in accordance with the
Business Plan as updated by the Board from time to time; 

1.1.3.     “Territory” means Singapore,
Brunei, Malaysia, Thailand, Indonesia, Philippines, Vietnam, Laos, Cambodia,
Myanmar and China, including Hong Kong, Macao and Taiwan; 

1.1.4.     “Closing” means completion of
the establishment of the JVC in accordance with Article 4; 

1.1.5.     “Member of the YOD Group” means
YOD and any direct or indirect subsidiary or parent company of YOD or any entity
controlling, controlled by or under common control with YOD; 

1.1.6.     “Shares” means shares in the
capital of the JVC; 

1.2.     Any reference in this Agreement to
an amount in United States Dollars and Chinese Renminbi shall include its market
rate equivalent at the relevant time in any other currency. 

	2. 	
      BUSINESS OF JVC



2.1.     The Parties wish to establish the
JVC for the purpose of (the “Business”) as follows: 

1)     Launch
FREQUENCY in Territory to deploy MCN, digital networks and OTT content in
Territory, including but not limited to the following business models: a. Direct
To Consumer in one or several branded mobile applications b. Business To
Business integrated with cable and mobile operators 




2)     FREQUENCY
shall undertake 3rd Party Integrations that will include but are not limited to:


a.     ChatTV --
Integration with FREQUENCY platform to facilitate social video commerce services
cross platforms 

b.     RSI --
Integration with FREQUENCY platform to dynamically source goods and facilitate
billing and fulfillment 

3)     Creating
OTT packages and digital networks that will aggregate both Parties’ licensed
content into branded, genre-specific channels, which may include, but are not
limited to, all genre referenced in the FREQUENCY mobile app channel offering,
an example of which is Exhibit A, and as may be changed or updated from time to
time at the discretion of YOD. Furthermore:

	 	 	 	a. 	
      YOD and Frequency will be exclusive partners to create
      Direct to Consumer content channels or network of channels that
      incorporate the following business model:




	 	 	i. 	
      integrates a major brand or anchor content partner;
      and

	 	 	ii. 	
      integrates content licensed by the JV and / or its JV
      partners, where licenses permit; and

	 	 	iii. 	
      integrates original programming; and

	 	 	iv. 	
      integrates JV related 3rd party
      applications




	 	 	 	b. 	
      This will not limit Frequency’s ability
  to:




	 	 	i. 	
      enable its Content or Distribution partners to create
      their own branded channels or networks of channels; or

	 	 	ii. 	
      receive a carried interest in a channel for providing
      services to a content or distribution partner; or

	 	 	iii. 	
      curate its own channels outside of the JV Territory that
      do not conflict with the business model referenced in section (a),
      above.



4)   
 Distribution Rights: 

	 	a. 	JVC will have exclusive distribution
rights for the use of both these channels and content within the Territory. 
	 	 	 
	 	b.	FREQUENCY will have exclusive distribution rights for these
    channels outside the Territory and will be obliged to provide such content
    to 3rd parties and other vendors outside the Territory, provided, however,
    that YOD acknowledges that Frequency can only make such
content available to 3rd parties on Frequency’s platform but
Frequency cannot assure that such 3rd parties will accept such
content.


FREQUENCY will offer all JVC aggregated, created or otherwise
developed content through its operations outside the Territory. When doing so,
FREQUENCY will use commercially reasonable efforts to advance all 3rd Party Integrations with the distribution of all JVC content 





5)     The JVC is
intended to facilitate the aggregation and deployment of YOD and FREQUENCY
technology and platform to maximize advertising revenue opportunities and any
other revenue opportunities that may be applicable. 

2.2     The Parties
will create a three (3) year business plan (“Business Plan”), which shall be
reviewed at least every twelve (12) months. The Business Plan shall define the
business objectives of the Parties with respect to the JVC. 

2.3     Each party
shall act in good faith towards the other in order to promote the JVC’s success.
The Parties confirm their intention to consult on matters materially affecting
the development of the Business and the execution of the Business Plan. 

	3. 	
      Establishment of JVC




	 	3.1. 	
      The Parties shall form the JVC entity in Singapore or
      such other country as determined by the Parties. The JVC shall not trade
      or carry on Business in any manner prior to Closing.

	 	 	 
	 	3.2. 	
      Each party shall use commercially reasonable efforts to
      ensure that the formation of the JVC is accomplished as soon as possible
      and shall notify the other promptly of any difficulties encountered. If
      the formation of the JVC has not occurred by May 31, 2016, this Agreement
      (other than the provisions of Article 12 (confidentiality) and Article 24
      (disputes resolution procedure)) shall, unless otherwise agreed, thereupon
      automatically cease and terminate and neither party shall have any claim
      of any nature whatsoever against the other party, provided, however, that
      in any event YOD shall have the exclusive right to enter into a joint
      venture with Frequency with respect to the Territory for a period of 2
      years from the date hereof.




	4. 	
      Establishment of JVC:
Closing




	 	4.1. 	
      Closing shall take place on May 31, 2016, when the
      following events and matters set out in this Article 4 shall take place.
      If not previously formed under Article 3.1, the Parties shall cause the
      JVC to be incorporated with the following
  characteristics:



4.1.1.     The JVC
shall be formed in Singapore or other country as is determined by YOD with the
consent of Frequency which shall not be unreasonably withheld;


4.1.2.     The
Articles of Association and Bylaws of the JVC shall be in a form acceptable to
YOD. with the consent of Frequency which shall not be unreasonably withheld;





4.1.3.     The
name of the JVC shall be “Frequency Asia”; [YOD to confirm] 

4.1.4.     The
registered office of the JVC shall be determined by YOD with the consent of
Frequency which shall not be unreasonably withheld; 

	5. 	
      Capital and further
finance




	 	5.1. 	
      The JVC shall, in accordance with and following
      completion of the events and transactions referred to in Article 4, have
      an issued share capital of 49% Shares owned by FREQUENCY and 51% Shares
      owned by YOD.

	 	5.2. 	
      The share capital of the JVC may from time to time be
      increased by such sum as shall be mutually agreed but so that in any
      event, unless otherwise agreed, the increased share capital of the JVC
      shall be held in the proportions of 49% by FREQUENCY and 51% by YOD (or
      member(s) of the YOD Group).

	 	5.3. 	
      If the JVC shall in the opinion of the Board require
      further financial investment, the JVC shall first approach its own banking
      sources. Neither party shall be obliged to provide any further financial
      investment to the JVC. Any further financial investment that the Parties
      do agree to provide shall (unless otherwise agreed) be provided by the
      Parties in proportion to their shareholding (whether by way of
      subscription of share capital, loans or otherwise), unless otherwise
      mutually agreed; provided, however, that any such further financial
      investment must be paid back by the JVC to such parties prior to any
      distributions or dividends being made to the parties including pursuant to
      Section 10 contained herein.

	 	5.4. 	
      The Parties shall not be obliged to provide financing or
      guarantees thereof in respect of any borrowings of the JVC.

	 	5.5. 	
      Frequency hereby agrees that upon the execution of this
      Agreement and the closing of the Stock Purchase Agreement pursuant to
      which YOD will invest $3 million in Freqeuncy, the Warrant attached hereto
      as Exhibit B (the “Warrant”) shall be issued to YOD. The Warrant shall be
      fully vested and give YOD the immediate right to purchase up to 3,000,000
      shares of Series A Preferred Stock (as adjusted for any stock dividends,
      combinations, splits or the like with respect to such shares) at an
      exercise price of $0.42467 per share (as adjusted for any stock dividends,
      combinations, splits or the like).




	6. 	
      Directors and
Management




	 	6.1. 	
      The Business and affairs of the JVC shall (subject to the
      Reserved Matters referred to in Article 7) be managed by the Board of the
      JVC. The Board shall consist of five (5) persons of
  which:



6.1.1.    
FREQUENCY shall be entitled to appoint and maintain in office two (2) directors
(“FREQUENCY Directors”) and to remove any director so appointed from office (and
to appoint another in the place of any director so removed); and 




6.1.2.     YOD shall be entitled to
appoint and maintain in office three (3) directors (“YOD Directors”) and to
remove any director so appointed from office (and to appoint another in the
place of any director so removed).

6.1.3.     Should
the JVC be domiciled in Singapore, YOD will appoint the required Singaporean
Director. 

	 	6.2. 	
      Each appointment and removal by FREQUENCY or YOD of a
      director pursuant to its entitlement shall be notified in writing to the
      other party and the JVC. FREQUENCY and YOD shall each use their respective
      votes in the JVC to ensure that persons appointed in the manner set out in
      this Agreement constitute the Board of the JVC.

	 	6.3. 	
      At least 14 days written notice shall be given to each
      member of the Board of any meeting of the Board, provided always that a
      shorter period of notice may be given with the written approval of at
      least one (1) FREQUENCY director and at least one (1) YOD director. Any
      such notice shall include an agenda identifying in reasonable detail the
      matters to be discussed at the meeting and shall be accompanied by copies
      of any relevant papers. The Board shall meet regularly (either
      telephonically, by video conference or in person) and, unless otherwise
      agreed, not less than quarterly.

	 	6.4. 	
      The quorum for the transaction of Business at any meeting
      of the Board shall be at least one (1) FREQUENCY director and at least two
      (2) YOD director present at the time when the relevant Business is
      transacted.

	 	6.5. 	
      The Chairman shall be appointed from among the YOD
      directors. At any meeting of the Board, each director and the Chairman
      shall be entitled to one vote. Any decision of the Board in favor of a
      resolution (“Board Resolution”), to be valid, shall require the positive
      vote of a majority of the directors present at such meeting. Any Board
      Resolution regarding a Reserved Matter, as defined in Section 7 (“Reserved
      Matter Resolution”), shall require at least one (1) FREQUENCY director and
      at least one (1) YOD director to be valid.




	7. 	
      Reserved Matters




	 	7.1. 	
      The following matters (“Reserved Matters”) shall require
      a Reserved Matter Resolution:



7.1.1.     Any
issue of Shares (or securities convertible into Shares) of the JVC; 

7.1.2.     Any
material alteration to the Articles of Association and Bylaws of the JVC; 

7.1.3.     Any
sale of the whole or any substantial part of the JVC; 

7.1.4.     Any
borrowing by the JVC that would result in the aggregate borrowings of the JVC
being in excess of $250,000 or such other amount as the Parties shall from time
to time determine; 

7.1.5.    
Approval of the annual budget and operating plan of the JVC; 

7.1.6.     Any
expansion of the operating and marketing territory of the JVC beyond the
Territory; 




7.1.7.     Any
material reorganization affecting the JVC, including the formation of any
subsidiary of the JVC; 

7.1.8.     Any
agreement or commitment by the JVC having a value or likely to involve
expenditure by the JVC in excess of $250,000 (or such other limit as the Parties
shall from time to time agree); 

7.1.9.     The
appointment (or removal) of the auditors of the JVC or any significant change in
the accounting policies of the JVC; 

7.1.10.    Any change
for a particular year in the dividend policy specified in Article 10; 

7.1.11.    The
commencement, settlement or abandonment of litigation or admission of liability
by the JVC involving a dispute in excess of $250,000; 

7.1.12.    Any payment
by the JVC to FREQUENCY or Member of the YOD Group (whether by way of management
or administrative charges, bonus, license fees, repayment of loan, dividends or
otherwise) unless within permitted limits first approved via Board Resolution;


7.1.13.    Filing by
the JVC for receivership, reorganization, bankruptcy or liquidation under any
insolvency laws or any similar action; and 

7.1.14.    Any
fundamental change to the nature of the business of the JVC.

	 	7.2. 	
      The provisions of Article 7.1 shall apply equally to any
      matters undertaken by a subsidiary of the JVC as if references therein to
      “the JVC” included, where appropriate, any such
  subsidiary.




	8. 	
      General meetings




	 	8.1. 	
      General meetings of the Parties as shareholders in the
      JVC shall take place in accordance with the applicable provisions of the
      Articles of Association and Bylaws which shall include terms
  that:



8.1.1.     The
quorum for transaction of any Business shall require the presence of a duly
authorized representative of Frequency and two authorized representatives of
YOD; and 

8.1.2.     The
notice of meeting shall set out an agenda identifying in reasonable detail the
matters to be discussed (unless the Parties agree otherwise). 

	9. 	
      Additional contributions of the
  Parties




	 	9.1. 	
      It is intended that each party will contribute particular
      knowledge, skills and services to assist the establishment and success of
      the JVC. The responsibilities of each party are set out in this Article 9.
      The responsibilities of the Parties shall include both “General
      Contributions”, which shall be provided to the JVC at no charge, and
      “Services” for which the Parties shall be compensated by the
  JVC.








	 	9.2. 	
      The General Contributions of FREQUENCY to the JVC shall
      initially be as given below, and as amended via Board Resolution from time
      to time:



9.2.1.    
Platform: Exclusive use of the FREQUENCY platform in the Territory 

9.2.2.    
Content: Use of FREQUENCY licensed content as per the commercial agreements with
licensors within the Territory 

	 	9.3. 	
      The General Contributions of YOD to the JVC shall
      initially be as given below, and as amended via Board Resolution from time
      to time:



9.3.1.    
Content: Use of YOD Group content as per the commercial agreements with
licensors 

9.3.2.     Sales
and Marketing: sales and marketing within the Territory 

9.3.3.    
Operating Capital as determined by YOD 

	 	9.4. 	
      The Services that the Parties will provide to the JVC
      will be determined by YOD as part of the Business Plan.

	 	9.5. 	
      Each party will use commercially reasonable efforts to
      provide its contribution to promote the success of the JVC. Each party
      shall provide its contributions towards the JVC using such diligence and
      skill as is reasonable in the circumstances. It is understood that the JVC
      daily operations will be supported by JVC staff and staff from the
      Parties. The JVC will be responsible for costs associated with support
      from the Parties.




	10. 	
      Dividend policy



The Parties agree that (unless
otherwise agreed under Article 7 in relation to a particular financial year) the
JVC shall distribute by way of dividend not less than fifty (50)% of the audited
after tax profit in relation to each financial year.

	11. 	
      Transfer of Shares



11.1.     Unless it
is a transfer made with the prior written consent of the other party, neither
FREQUENCY nor YOD shall sell, transfer, pledge, charge, dispose of or otherwise
deal with any right or interest in any of its Shares in the JVC (including the
grant of any option over or in respect of any Shares). 

11.2.     Consent
shall not unreasonably be withheld for a transfer by a party to a member of its
own group. Each of FREQUENCY and YOD, respectively, undertakes to procure that,
if any member of its group which holds Shares in the JVC ceases at any time to
be a wholly owned subsidiary of that party, that subsidiary shall first transfer
beneficially all its Shares in the JVC back to the relevant party (or another
member of its group).

11.3.     No
transfer of Shares of the JVC shall in any event be registered or become
effective unless the transferee shall first have entered into an agreement
undertaking to be bound by this Agreement (including this Article 11) to the
same extent as the transferor would have been bound had the transfer not been
effected.





	12. 	
      Confidentiality



12.1.     Each of
the Parties shall at all times use all reasonable efforts to keep confidential
(and to ensure that its employees and agents keep confidential) all commercial
and technical information which it may acquire (i) in relation to the JVC or
(ii) in relation to the clients, business or affairs of the other party (or any
member of its respective group). 

Neither party shall use or disclose any
such information except with the consent of the other party or, in the case of
information relating to the JVC, in the ordinary course of advancing the JVC’s
Business. The restriction in this Article 12.1 shall not apply to any
information that is: 

12.1.1.    
Publicly available through no fault of that party;

12.1.2.    
Already in the possession of that party prior to its disclosure without any
obligation of confidentiality; or 

12.1.3.    
Required to be disclosed by that party pursuant to any law, stock exchange
regulation or binding judgment, order or requirement of any court or other
competent authority.

12.2.     Each
party shall cause its respective officers, employees and agents observe a
similar obligation of confidence in favor of the Parties to this Article 12. The
provisions of this Article 12 and Article 3.2 shall survive any termination of
this Agreement. 

	13. 	
      Supremacy of this
Agreement



13.1.     The
Parties agree that the Articles of Association and Bylaws are consistent with
the terms of this Agreement. If there is any conflict between this Agreement and
the Articles of Association and Bylaws, the terms of this Agreement shall
prevail and such changes to the Articles of Association and Bylaws shall be made
to give effect to this Agreement. 

	14. 	
      Force majeure



14.1.     “Force
majeure” means war, emergency, accident, fire, earthquake, flood, storm,
industrial strike or other impediment which the affected party proves was beyond
its control and that it could not reasonably be expected to have taken the
impediment into account at the time of the conclusion of this Agreement or to
have avoided or overcome it or its consequences.

14.2.     A party
affected by force majeure shall not be deemed to be in breach of this Agreement,
or otherwise be liable to the other, by reason of any delay in performance, or
the non-performance, of any of its obligations under this Agreement to the
extent that the delay or non-performance is due to any force majeure of which it
has notified the other party in accordance with Article 14.3. The time for performance
of that obligation shall be extended accordingly, subject to Article 14.4.





14.3.     If any
force majeure occurs in relation to either party which affects or is likely to
affect the performance of any of its obligations under this Agreement, it shall
within a reasonable time notify the other party as to the nature of the
circumstances in question and their effect on its ability to perform.

14.4.     If the
performance by either party of any of its obligations under this Agreement is
prevented or delayed by force majeure for a continuous period in excess of six
months, the Parties shall negotiate in good faith, and use their best endeavors
to agree upon such amendments to this Agreement or alternative arrangements as
may be fair and reasonable with a view to alleviating its effects, but if they
do not agree upon such amendments or arrangements within a further period of 30
days, the other party shall be entitled to terminate this Agreement by giving
written notice to the Party affected by the force majeure. 

	15. 	
      Costs



The costs of, and incidental to, the
incorporation of the JVC shall be borne and paid by the JVC. Each party shall
(unless otherwise agreed) bear its own costs incurred in the preparation,
execution and performance of this Agreement.

	16. 	
      No partnership or agency



Nothing in this Agreement shall (i) be
deemed to constitute a partnership in law between the Parties, (ii) constitute
either party the agent of the other for any purpose or (iii) entitle either
party to commit or bind the other (or any member of its respective group) in any
manner.

	17. 	
      Assignment and
subcontracting



17.1.     This
Agreement is personal to the Parties and neither party shall without the prior
written approval of the other: 

17.1.1.    
Assign, mortgage, charge or otherwise transfer or deal in, or create any trust
over, any of its rights; provided, however, that in the event a Closing does not
occur and YOD is granted rights pursuant to Section 3.2 then it may assign,
mortgage, charge or otherwise transfer or deal in, or create any trust over its
rights; or 

17.1.2.    
Subcontract or otherwise delegate the whole or any part of its rights or
obligations under this Agreement to another person; provided, however, that in
the event a Closing does not occur and YOD is granted rights pursuant to Section
3.2 then it may subcontract or otherwise delegate the whole or any part of its
rights or obligations under this Agreement to another person. 




17.2.    
Notwithstanding the above, any assignment, mortgage, charge, or other such
disposition may be made by either Party without prior written consent if made to
or for the benefit of affiliated companies, subsidiaries, or partner
entities.

	18. 	
      Notices



18.1.     Any
notice under this Agreement shall be in writing (which may include e-mail) and
may be served by leaving it or sending it to the address of the other party as
specified in Article 18 below, in a manner that ensures receipt of the notice
can be proved.

18.2.     For the
purposes of Article 18, notification details are the following, unless other
details have been duly notified in accordance with this Article 18 

18.2.1.    
FREQUENCY: 

18.2.1.1.     if
via email to notices@frequency.com;

18.2.1.2.     if
via mail to Attn: CEO, Frequency Networks, Inc., 4526 Wilshire Blvd, Los
Angeles, CA 90010 

18.2.2.     YOD:
if via email to __________________; 

18.2.3.     If via
mail to YOU on Demand Holdings, Inc., 375 Greenwich Street, Suite 516, New York,
NY 10013; with a copy to 
William N. Haddad, Cooley LLP, 1114 Avenue of the
Americas, New York, NY 10036; whaddad@cooley.com; . 

	19. 	
      Entire
agreement/variations



19.1.     This
Agreement sets out the entire agreement between the Parties with respect to the
JVC. Neither party has entered into this Agreement in reliance upon any
representation, warranty or undertaking of the other party that is not expressly
set out or referred to in this Agreement. This Article shall not exclude any
liability for fraudulent misrepresentation. 

19.2.     This
Agreement may not be varied except by agreement in writing between the Parties.


	20. 	
      Effect of invalid or unenforceable
    provisions



20.1.     If any
provision of this Agreement is held by any court or other competent authority to
be invalid or unenforceable in whole or in part, this Agreement shall continue
to be valid as to its other provisions and the remainder of the affected
provision, unless it can be concluded from the circumstances that (in the
absence of the provision found to be null and void) the Parties would not have
concluded this Agreement. The Parties shall use all reasonable efforts to
replace all provisions found to be null and void by provisions that are valid under the
applicable law and come closest to their original intention. 





	21. 	
      Dispute resolution
procedure



21.1.     If a
dispute arises out of this Agreement, the Parties shall seek to resolve it on an
amicable basis. They shall consider the appointment of a mediator to assist in
that resolution. No party shall commence legal or arbitration proceedings unless
30 days’ notice has been given to the other party.

21.2.     Any
dispute, controversy or claim arising out of or relating to this Agreement,
including its conclusion, interpretation, performance, breach, termination or
invalidity, shall be finally settled by the courts of the State of Delaware in
the United States which will have exclusive jurisdiction.

	22. 	
      Termination



22.1.     In the
event that the JVC does not achieve mutually agreed upon operating objectives,
YOD and FREQUENCY will agree on necessary provisions to terminate the JVC
including but not limited to the wind down of operations, servicing existing
customers, and the distribution of assets; provided, that Section 3.2 herein
shall survive. 

	23. 	
      Applicable law



23.1.     Delaware
law shall apply to this Agreement, without regard to conflicts of law
principles. 

[Signature pages follow.] 




SIGNATURES OF THE PARTIES 

Signed for and on behalf of FREQUENCY 

	 	FREQUENCY NETWORKS, INC. 
	 	  
	 	  
	 	By:  	/s/
      Blair Harrison  
	 		Blair Harrison  
	 		Chief Executive
  Officer  



	 	Address: 	4526 Wilshire Blvd. 
	 	  	Los Angeles, CA 90010 


Signed for and on behalf of YOD 

	 	YOU ON DEMAND HOLDINGS, INC. 
	 	  
	 	  
	 	By:  	/s/ Bruno Wu
	 		Bruno Wu  
	 		Chairman  



	 	Address: 	375 Greenwich Street, Suite 516 
	 	 	New York, NY
  10013  






Exhibit A 

	Animals 
	Animation 
	Apps 
	Arts 
	Automotive 
	Best of Web 
	Business 
	Celebrity 
	Comedy 
	Design 
	Education 
	Fashion 
	Food 
	Gaming 
	Health&Fitness 
	How Tos 
	Ideas 
	Kids 
	Lifestyle 
	Movies 
	Music 
	Nature 
	News 
	News–Local 
	Original Web Shows 
	Politics 
	Reseaux Francais 
	Science 
	Space 
	Sports 
	Sports–Extreme 
	TV 
	Tech 
	Top Vlogs 
	Travel 
	Viral Video 
	Japanese 






Exhibit B 

Form of Warrant 





	
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE
      BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
      WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY
      BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
      AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED. 



Date of Issuance: April __, 2016 

FREQUENCY NETWORKS, INC. 

Warrant to Purchase Series A Preferred Stock


Frequency Networks, Inc., a Delaware corporation (the
“Company”), for value received, hereby certifies that YOU On
Demand Holdings, Inc. or its registered assigns (the “Registered
Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company, at any time after the date hereof and on or before the
Expiration Date (as defined in Section 1 below) the Shares (as defined below) at
the Exercise Price (as defined in Section 1 below).

1.     Certain
Definitions.

(a)     The term “Exercise
Price” shall mean $0.42467 per share (as adjusted from time to time
pursuant to the provisions hereof).

(b)     The term “Expiration
Date” shall mean the six (6) year anniversary of the date of this
Warrant. 

(c)     The term “Shares”
shall mean up to 3,000,000 shares of the Company’s Series A Preferred Stock (the
“Series A Preferred Stock”) issuable upon exercise of this
Warrant.

2.     Exercise. 

(a)     Manner of
Exercise. This Warrant may be exercised by the Registered Holder,
in whole or in part, by surrendering this Warrant, with the purchase/exercise
form appended hereto as Exhibit A duly executed by such Registered Holder
or by such Registered Holder’s duly authorized attorney, at the principal office
of the Company, or at such other office or agency as the Company may designate,
accompanied by payment in full of the Exercise Price payable in respect of the
number of Shares purchased upon such exercise. The Exercise Price may be paid by
cash, check or wire transfer. 

(b)     Effective Time of
Exercise. Each exercise of this Warrant shall be deemed to have
been effected immediately prior to the close of business on the day on which
this Warrant shall have been surrendered to the Company as provided in Section
2(a) above. At such time, the person or persons in whose name or names any
certificates for Shares shall be issuable upon such exercise as provided in
Section 2(d) below shall be deemed to have become the holder or holders of
record of the Shares represented by such certificates. 




(c)     Net Issue
Exercise. 

      (i)     In
lieu of exercising this Warrant in the manner provided above in Section 2(a),
the Registered Holder may elect to receive shares equal to the value of this
Warrant (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Company together with notice of such election on the
purchase/exercise form appended hereto as Exhibit A duly executed by such
Registered Holder or such Registered Holder’s duly authorized attorney, in which
event the Company shall issue to such Registered Holder a number of Shares
computed using the following formula: 

X = Y (A - B) A 

Where          
X =  The number of Shares to be issued to the Registered Holder. 

                      
Y =  The number of Shares purchasable under this Warrant (at the date of
such calculation). 

                       A
=  The fair market value of one Share (at the date of such calculation).


                       B
=  The Exercise Price (as adjusted to the date of such calculation). 

      (ii)    
For purposes of this Section 2(c), the fair market value of a Share on the date
of calculation shall mean: 

(A)     if the exercise is in connection
with an initial public offering of the Company’s Common Stock (an
“IPO”), and if the Company’s Registration Statement relating to
such public offering has been declared effective by the Securities and Exchange
Commission, then the fair market value shall be the product of (x) the initial
“price to public” per share specified in the final prospectus with respect to
the offering and (y) the number of shares of Common Stock into which each Share
is convertible at the date of calculation; 

(B)     if this Warrant is exercised after,
and not in connection with, an IPO, and if the Company’s Common Stock is traded
on a national securities exchange or actively traded over-the-counter: 

(1)     if the Company’s Common Stock is
traded on a national securities exchange, the fair market value shall be deemed
to be the product of (x) the average of the closing prices over a thirty (30)
day period ending three (3) days before date of calculation and (y) the number
of shares of Common Stock into which each Share is convertible on such date;


(2)     if the Company’s Common Stock is
actively traded over-the-counter, the fair market value shall be deemed to be
the product of (x) the average of the closing bid or sales price (whichever is
applicable) over the thirty (30) day period ending three (3) days before the
date of calculation and (y) the number of shares of Common Stock into which each
Share is convertible on such date; or 

(C)     if neither (A) nor (B) is
applicable, the fair market value of a Share shall be at the highest price per
share which the Company could obtain on the date of calculation from a willing
buyer (not a current employee or director) for a Share sold by the Company, from
authorized but unissued shares, as determined in good faith by the Board of
Directors. 

2 




(d)     Delivery to
Holder. As soon as practicable after the exercise of this Warrant
in whole or in part, and in any event within five (5) days thereafter, the
Company at its expense will cause to be issued in the name of, and delivered to,
the Registered Holder, or as such Registered Holder (upon payment by such
Registered Holder of any applicable transfer taxes) may direct: 

     
(i)      a certificate or certificates for the number
of Shares to which such Registered Holder shall be entitled, and

      (ii)    
 in case such exercise is in part only, a new warrant or warrants (dated
the date hereof) of like tenor, calling in the aggregate on the face or faces
thereof for the number of Shares equal (without giving effect to any adjustment
therein) to the number of such shares called for on the face of this Warrant
minus the number of such shares purchased by the Registered Holder upon such
exercise as provided in Section 2(a) or 2(c) above. 

3.     Adjustments.


(a)     Redemption or Conversion of
Preferred Stock. If all of the Series A Preferred Stock for which
this Warrant is exercisable (the “Warrant Stock”) is redeemed or
converted into shares of Common Stock, then this Warrant shall automatically
become exercisable for that number of shares of Common Stock equal to the number
of shares of Common Stock that would have been received if this Warrant had been
exercised in full and the shares of Warrant Stock received thereupon had been
simultaneously converted into shares of Common Stock immediately prior to such
event, and the Exercise Price shall be automatically adjusted to equal the
number obtained by dividing (i) the aggregate Exercise Price of the shares of
Warrant Stock for which this Warrant was exercisable immediately prior to such
redemption or conversion, by (ii) the number of shares of Common Stock for which
this Warrant is exercisable immediately after such redemption or conversion.

(b)     Stock Splits and
Dividends. If the outstanding shares of the Warrant Stock (or
Common Stock issued upon conversion thereof) shall be subdivided into a greater
number of shares or a dividend in securities of the Company shall be paid in
respect of shares of Warrant Stock (or Common Stock issued upon conversion
thereof), the Exercise Price in effect immediately prior to such subdivision or
at the record date of such dividend shall simultaneously with the effectiveness
of such subdivision or immediately after the record date of such dividend be
proportionately reduced. If the outstanding shares of Warrant Stock (or Common
Stock issued upon conversion thereof) shall be combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in the
Exercise Price in accordance with this Section 3, the number of Shares
purchasable upon the exercise of this Warrant shall be changed to the number
determined by dividing (i) an amount equal to the number of shares issuable upon
the exercise of this Warrant immediately prior to such adjustment, multiplied by
the Exercise Price in effect immediately prior to such adjustment, by (ii) the
Exercise Price in effect immediately after such adjustment. 

(c)     Replacement of Securities
upon Reorganization, etc. In the event of any reorganization or
reclassification of the securities of Company (other than a change in par value
or from no par value to par value, or from par value to no par value, or as a
result of a subdivision or combination), or in the event of any consolidation or
merger of the Company with or into another entity, or in the event of a sale of
all or substantially all of the Company’s assets to another person or entity, at
any time prior to the expiration of this Warrant, upon subsequent exercise of
this Warrant the Registered Holder shall have the right to receive the same kind
and number of shares of common stock and other securities, cash or other
property as would have been distributed to the Registered Holder upon such
reorganization, reclassification, consolidation or merger had the Registered
Holder exercised this Warrant immediately prior to such reorganization, reclassification,
consolidation, merger, or asset sale appropriately adjusted for any subsequent
event described in this Section 3. The Registered Holder shall pay upon such
exercise the Exercise Price that otherwise would have been payable pursuant to
the terms of this Warrant. If any such reorganization, reclassification,
consolidation or merger results in a cash distribution in excess of the then
applicable Exercise Price, the holder may, at the Registered Holder’s option,
exercise this Warrant under Section 2(c) of this Warrant. If any such
reorganization, reclassification, consolidation or merger results in a cash
distribution equal to or less than the then applicable Exercise Price (an
“Out-of-the-Money Change of Control”), the Warrant (and the right
to purchase securities upon exercise hereof) shall automatically terminate upon
the closing of such Out of the Money Change of Control. In the event of any such
reorganization, merger or consolidation (other than an Out-of-the-Money Change
of Control), the corporation formed by such consolidation or merger or the
corporation which shall have acquired the assets of the Company shall execute
and deliver a supplement hereto to the foregoing effect, which supplement shall
also provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided in this Warrant. 

3 





(d)     Adjustment
Certificate. When any adjustment is required to be made in the
number of Shares or the Exercise Price pursuant to this Section 3, the Company
shall promptly mail to the Registered Holder a certificate setting forth (i) a
brief statement of the facts requiring such adjustment, (ii) the Exercise Price
after such adjustment and (iii) the kind and amount of stock or other securities
or property into which this Warrant shall be exercisable after such adjustment.


(e)     Acknowledgement.
In order to avoid doubt, it is acknowledged that, for so long as this
Warrant is exercisable for Warrant Stock, the holder of this Warrant shall be
entitled to the benefit of all adjustments in the number of shares of Common
Stock of the Company issuable upon conversion of the Warrant Stock of the
Company which occur prior to the exercise of this Warrant, including without
limitation, any increase in the number of shares of Common Stock issuable upon
conversion as a result of a dilutive issuance of capital stock. 

4.    
Transfers. 

(a)     Unregistered
Security. Each holder of this Warrant acknowledges that this
Warrant, the Shares and the Common Stock of the Company have not been registered
under the Securities Act of 1933, as amended (the “Securities
Act”), and agrees not to sell, pledge, distribute, offer for sale,
transfer or otherwise dispose of this Warrant, any Shares issued upon its
exercise or any Common Stock issued upon conversion of the Shares in the absence
of (i) an effective registration statement under the Securities Act as to this
Warrant, such Shares or such Common Stock and registration or qualification of
this Warrant, such Shares or such Common Stock under any applicable U.S. federal
or state securities law then in effect, or (ii) an opinion of counsel,
reasonably satisfactory to the Company, that such registration and qualification
are not required. Each certificate or other instrument for Shares issued upon
the exercise of this Warrant shall bear a legend substantially to the foregoing
effect. 

(b)     Transferability.
Except as expressly provided in this Warrant, this Warrant shall not be
transferred, assigned, pledged, encumbered, hypothecated, conveyed in trust,
gifted, transferred by bequest, devise or descent, or otherwise disposed of
(collectively, a “Transfer”); provided, however, that the
Registered Holder may Transfer this Warrant to an Affiliate only upon prior
written notice to the Company and upon a properly executed assignment (in the
form of Exhibit B hereto) delivered to the principal office of the
Company, and, provided further that the permitted transferee agrees in writing
to be bound by the terms hereof in a manner reasonably acceptable to the
Company. For purposes of this Warrant, “Affiliate” means, with
respect to Registered Holder, any individual, corporation, partnership, trust,
limited liability company, association or other entity (a
“Person”) who, directly or indirectly, controls, is controlled by,
or is under common control with such Person, including without limitation any general partner, managing member,
officer or director of such Person or any venture capital fund now or hereafter
existing that is controlled by one or more general partners or managing members
of, or shares the same management company with, such Person. Any purported
Transfer by the Registered Holder of this Warrant in violation of this Section 4
hereof shall be voidable by the Company. The Company need not register a
transfer of legended Warrant stock, and may also instruct its transfer agent not
to register the transfer of the Warrant stock, unless the conditions specified
in each of the foregoing legends are satisfied.

4 





(c)     Warrant Register.
The Company will maintain a register containing the names and addresses of
the Registered Holders of the Warrants. Until any transfer of this Warrant is
made in the warrant register, the Company may treat the Registered Holder of
this Warrant as the absolute owner hereof for all purposes; provided,
however, that if this Warrant is properly assigned in blank, the Company
may (but shall not be required to) treat the bearer hereof as the absolute owner
hereof for all purposes, notwithstanding any notice to the contrary. Any
Registered Holder may change such Registered Holder’s address as shown on the
warrant register by written notice to the Company requesting such change. 

5.     No
Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment. 

6.     Stock Fully
Paid. The Company covenants and agrees to take all actions within
its control to assure that all Shares which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable and free from all preemptive rights
of any stockholder and free of all taxes, liens and charges with respect to the
issue thereof. The Company will take all such actions as may be reasonably
necessary that are within its control to assure that such Shares may be issued
as provided herein without violation of any applicable law or regulation;
provided, however, that the Company shall not be required to effect a
registration under Federal or State securities laws with respect to such
exercise. 

7.     Early
Termination. In the event of, at any time prior to the Expiration
Date, an IPO, the Company shall provide to the registered Holder forty-five (45)
days advance written notice of such IPO and this Warrant shall be deemed
exercised pursuant to Section 2(c) immediately prior to the date such IPO is
closed. The Warrant (and the right to purchase securities upon exercise hereof)
shall automatically terminate upon the closing of an Out-of-the-Money Change of
Control. 

8.     Notices of Certain
Transactions. In case: 

(a)     the Company shall take a record of
the holders of its Preferred Stock (or other stock or securities at the time
deliverable upon the exercise of this Warrant) for the purpose of entitling or
enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right, to subscribe for or purchase any
shares of stock of any class or any other securities, or to receive any other
right, or 

(b)     of any capital reorganization of
the Company, any reclassification of the capital stock of the Company, any
consolidation or merger of the Company, any consolidation or merger of the
Company with or into another corporation (other than a consolidation or merger
in which the Company is the surviving entity), or any transfer of all or
substantially all of the assets of the Company, or

5 




(c)     of the voluntary or involuntary
dissolution, liquidation or winding-up of the Company, or 

(d)     of any redemption of the Warrant
Stock or mandatory conversion of the Preferred Stock into Common Stock of the
Company, 

then, and in each such case, the Company will mail or cause to be
mailed to the Registered Holder of this Warrant a notice specifying, as the case
may be, (i) the date on which a record is to be taken for the purpose of such
dividend, distribution or right, and stating the amount and character of such
dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation, winding-up, redemption or conversion is to take place, and the
time, if any is to be fixed, as of which the holders of record of Warrant Stock
(or such other stock or securities at the time deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation, winding-up, redemption or conversion) are to be determined. Such
notice shall be mailed at least twenty (20) days prior to the record date or
effective date for the event specified in such notice. 

9.     Reservation of
Stock. The Company will at all times reserve and keep available,
solely for the issuance and delivery upon the exercise of this Warrant, such
Shares and other stock, securities and property, as from time to time shall be
issuable upon the exercise of this Warrant. 

10.     Exchange of
Warrants. Upon the surrender by the Registered Holder of any
Warrant or Warrants, properly endorsed, to the Company at the principal office
of the Company, the Company will, subject to the provisions of Section 4 hereof,
issue and deliver to or upon the order of such Registered Holder, at the
Company’s expense, a new Warrant or Warrants of like tenor, in the name of such
Registered Holder or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of Shares called for on the face or
faces of the Warrant or Warrants so surrendered. 

11.     Replacement of
Warrants. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and (in
the case of loss, theft or destruction) upon delivery of an indemnity agreement
(with surety if reasonably required) in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.


12.     Mailing of
Notices. Any notice required or permitted pursuant hereto shall
be made in accordance with the terms of the Purchase Agreement. 

13.     No Rights or
Liabilities as Stockholder. Until the exercise of this Warrant,
the Registered Holder of this Warrant shall not have or exercise any rights, or
be subject to any liability, by virtue hereof as a stockholder of the Company
with respect to the Shares. 

14.     No Fractional
Shares. No fractional Shares will be issued in connection with
any exercise hereunder. In lieu of any fractional Shares which would otherwise
be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the fair market value of one Share on the date of exercise, as
determined in good faith by the Company’s Board of Directors. 

15.     Amendment or
Waiver. Any term of this Warrant may be amended or waived only by
an instrument in writing signed by the Company and the Registered Holder. Any
such amendment or waiver shall be enforceable against the Registered Holder, and
the Company. 

6 




17.     Headings.
The headings in this Warrant are for purposes of reference only and shall
not limit or otherwise affect the meaning of any provision of this Warrant. 

18.     Governing
Law. This Warrant shall be governed, construed and interpreted in
accordance with the laws of the State of Delaware, without giving effect to
principles of conflicts of law.

[Signature Page Follows] 

7 




This Warrant was executed as of the date first set forth above.


	 	FREQUENCY NETWORKS, INC.

	 	 
	 	 
	 	By: 	 
	 	 
	 	Name: Blair Harrison 
	 	 
	 	Title: Chief Executive Officer
  



	 	Address: 	4526 Wilshire Blvd. 
	 	  	Los Angeles, CA 90010 


SIGNATURE PAGE TO WARRANT 




EXHIBIT A 

PURCHASE/EXERCISE FORM 

	To: Frequency Networks, Inc. 	Dated: 	 


The undersigned, pursuant to the provisions set forth in the
attached Warrant, hereby irrevocably elects to (circle one): 

(a) purchase _____________ shares of the Series A Preferred
Stock covered by such Warrant and herewith makes payment of $ _________ ,
representing the full purchase price for such shares at the price per share
provided for in such Warrant, or 

(b) exercise such Warrant for ___________ shares purchasable
under the Warrant pursuant to the Net Issue Exercise provisions of Section 2(c)
of such Warrant. 

	 	YOU ON DEMAND HOLDINGS, INC. 
	 	 
	 	By: 	 
	 	 
	 	Name: 	 
	 	 
	 	Title: 	 






EXHIBIT B 

ASSIGNMENT FORM 

FOR VALUE RECEIVED, YOU On Demand Holdings, Inc. hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant with respect to the number of shares of Series A Preferred Stock covered
thereby set forth below, unto: 

	 	Name of Assignee 	Address/Facsimile Number 	No. of Shares



Dated: ________________


	 	YOU On Demand Holdings, Inc. 
	 	 
	 	 
	 	By: 	 
	 	 
	 	Name: 	 
	 	 
	 	Title: