YOU On Demand Holdings, Inc.: Exhibit 10.5 - Filed by newsfilecorp.com






Spousal Consent 

The undersigned, Bruno Zheng Wu, a United States of America
(“USA”) citizen with Passport No.: 530914122, is the lawful spouse of
Yang Lan, a PRC citizen with PRC ID Card No.: 110108196803315727. I hereby
unconditionally and irrevocably agree to the execution of the following
documents by Yang Lan on April 1, 2016, and the disposal of the equity interests
of Tianjin Sevenstarflix Network Technology Limited (“Company”) held by
Yang Lan and registered inhername according to the following documents: 

	(a) 	
      The Equity Pledge Agreement entered into between the
      YOU On Demand (Beijing) Technology Co., Ltd. (“WFOE”), Yang Lan and
      Zhu Yun;

	 	 
	(b) 	
      The Call Option Agreement entered into between the WFOE,
      Yang Lan, Zhu Yun and the Company; and

	 	 
	(c) 	
      The Power of Attorney executed by Yang
  Lan.



(collectively, “Transaction Documents”). 

I hereby undertake not to make any assertions in connection
with the equity interests of the Company which are held by Yang Lan. I hereby
further confirm that Yang Lan can perform the Transaction Documents and further
amend or terminate the Transaction Documents absent authorization or consent
from me. 

I hereby undertake to execute all necessary documents and take
all necessary actions to ensure appropriate performance of the Transaction
Documents (as amended from time to time) upon the WFOE’s request. 

I hereby agree and undertake that if I obtain any equity
interests of the Company which are held by Yang Lan for any reasons, I shall be
bound by the Transaction Documents, as well as the Technical Services Agreement
entered into between the WFOE and the Company as of April 1, 2016 and comply
with the obligations thereunder as a shareholder of the Company. For this
purpose, upon the WFOE’s request, I shall sign a series of written documents in
substantially the same format and content as the Transaction Documents, as well
as the Technical Services Agreement. 


	Name: 	 Bruno Zheng Wu 
	 	 
	 	 
	By: 	
      /s/ Bruno Zheng Wu 

	 	 
	Date: 	 April 5, 2016








Spousal Consent 

The undersigned, Liang Wen Gang, a People’s Republic of China
(“PRC”) citizen with PRC ID Card No.: 150102196901233038, is the lawful
spouse of Zhu Yun, a PRC citizen with PRC ID Card No.: 630104197402260543. I
hereby unconditionally and irrevocably agree to the execution of the following
documents by Zhu Yun on 1 April 2016, and the disposal of the equity interests
of Tianjin Sevenstarflix Network Technology Limited (“Company”) held by
Zhu Yun and registered in her name according to the following documents: 

	(a) 	
      The Equity Pledge Agreement entered into between the
      YOU On Demand (Beijing) Technology Co., Ltd. (“WFOE”), Yang
      Lan and Zhu Yun;

	 	 
	(b) 	
      The Call Option Agreement entered into between the WFOE,
      Yang Lan, Zhu Yun and the Company; and

	 	 
	(c) 	
      The Power of Attorney executed by Zhu
  Yun.



(collectively, “Transaction Documents”). 

I hereby undertake not to make any assertions in connection
with the equity interests of the Company which are held by Zhu Yun. I hereby
further confirm that Zhu Yun can perform the Transaction Documents and further
amend or terminate the Transaction Documents absent authorization or consent
from me. 

I hereby undertake to execute all necessary documents and take
all necessary actions to ensure appropriate performance of the Transaction
Documents (as amended from time to time) upon the WFOE’s request. 

I hereby agree and undertake that if I obtain any equity
interests of the Company which are held by Zhu Yun for any reasons, I shall be
bound by the Transaction Documents, as well as the Technical Services Agreement
entered into between the WFOE and the Company as of April 1, 2016 and comply
with the obligations thereunder as a shareholder of the Company. For this
purpose, upon the WFOE’s request, I shall sign a series of written documents in
substantially the same format and content as the Transaction Documents, as well
as the Technical Services Agreement. 


	Name: 	 Liang Wen Gang 
	 	 
	  	  
	By: 	
      /s/ Liang Wen Gang 

	 	 
	Date: 	 April 5, 2016