Exhibit 10.2


 


FORM OF

CONTENT LICENSE AGREEMENT


 


THIS CONTENT LICENSE AGREEMENT (this “Agreement”),
dated as of ___________, 2015 (the “Effective Date”), is entered into between Beijing Sun Seven Stars Culture Development
Limited, a P.R.C. company with an address at Eastern Fangzheng Road, Southern Dongying Village, Hancunhe Town, Fangshan District,
Beijing City, P.R.C. (“Licensor”), and YOU ON DEMAND HOLDINGS, INC., a Nevada corporation with an address at
375 Greenwich Street, Suite 516, New York, New York 10013 (“Licensee”).


 


WHEREAS, Licensor and Licensee have agreed
to enter into this Agreement, pursuant to which Licensor shall license to Licensee certain video programming on the terms and subject
to the conditions contained in this Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing, the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and incorporating the above recitals with and into this Agreement, the parties hereby agree as
follows:


 


TERMS AND CONDITIONS


 


		1.	Definitions.



 


(a)          “Additional
Title” shall have the meaning specified in Section 5.


 


(b)          “Advertising”
shall have the meaning specified in Section 9.


 


(c)          “Affiliate(s)”
shall mean an entity controlling, controlled by or under common control with a party. "Control," for purposes of this
definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.


 


(d)          “Confidential
Information” shall have the meaning specified in Section 14(a).


 


(e)          “Indemnified
Party” shall have the meaning specified in Section 13.


 


(f)           “Indemnifying
Party” shall have the meaning specified in Section 13.


 


(g)          “Licensor
Marks” shall have the meaning specified in Section 11.


 


(h)          “Materials”
shall have the meaning specified in Section 4(b).


 


(i)           “Mobile
Sites” shall mean any and all versions of the Licensee Sites optimized for delivery and/or distribution via a wireless
network.


 


(j)          “Reports”
shall have the meaning specified in Section 8(b).


 




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(k)          “Share
Consideration” has the meaning specified in Section 10.


 


(l)           “Sites”
shall mean any and all websites, applications, products and other services through which Licensee (itself or through a third party)
delivers content via the public Internet or an IP-based network, regardless of whether the device used to access such websites,
applications, products or other services is a laptop or desktop computer, mobile device, tablet, mobile phone, set-top box, or
other device.


 


(m)         “Term”
shall have the meaning specified in Section 7.


 


(n)          “Territory”
shall mean mainland China.


 


(o)          “Titles”
shall mean the programming listed on Schedule A (as Schedule A may be amended in accordance with Section 5 from time
to time).


 


(p)          “Users”
shall mean all subscribers to Licensee’s services.


 


(q)          “VOD”
shall mean a system that allows for the exhibition of video programming chosen by a subscriber for display on that subscriber’s
video display unit on an on-demand basis, such that a subscriber is able, at his or her discretion, to select the time for commencement
of exhibition, and shall include subscription VOD (“SVOD”), transactional VOD (“TVOD”), ad-supported VOD
(“AVOD”) and free VOD.


 


		2.	Rights Granted.



 


(a)          License
Grant.   In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual
and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule
A1-A5 of Schedule A) to:


 


i.            license,
exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory
in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited
to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can
only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China’s Internet TV license holders or their
OTT Internet-based video partners by VOD (including SVOD, TVOD, AVOD and free VOD). China’s current Internet TV license holders
include: CNTV (中国网络电视台/未来电视),
BesTV (百视通), Wasu (华数),
Southern Media Cooperation (南方传媒),
Hunan TV (芒果TV), China National Radio/Galaxy Internet
TV (GITV) (银河电视), and China Radio International
(中国国际广播电台).


 




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ii.           copy
and dub the Titles, and authorize any person to do the foregoing. Licensee shall also have the right to make (or have made on its
behalf) translations of the Titles.


 


iii.          promote
each Title in any manner or media, including, without limitation, the right to use and license others to use Licensor’s name,
the title of, trailers created for and excerpts from such Title (including but not limited to audio portions only), Materials and
the name, voice and likeness of and any biographical material concerning all persons appearing in or connected with such Title
for the purpose of advertising, promoting and/or publicizing such Title, Licensee and the program service on which the Title is
exhibited;


 


iv.          use
the Titles for (i) audience and marketing testing, (ii) sponsor/advertiser screening, and (iii) reference and file purposes; and


 


v.           include
Licensee’s name, trademark and logo in the Titles to identify Licensee as the exhibitor of the Titles.


 


(b)          Sublicensing.
  Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part,
to third parties exhibiting the Titles in the ordinary course of Licensee’s business with prior written notice to Licensor.
Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without
Licensor’s prior written consent, which shall not be unreasonably withheld or delayed.


 


(c)          Display
of Titles.   Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or
edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the
ability to use the Titles as permitted by law or in a manner for which a license is not required.


 


(d)          Removal
of Titles.   If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee,
Licensee shall use commercially reasonable efforts to remove such Title from Licensee’s services.  Nothing in this
Agreement shall obligate Licensee to distribute, exhibit or otherwise use any Title. In addition, should Licensee deem any aspect
of any Title as either inappropriate or otherwise objectionable or undesirable (whether for editorial, legal, business or other
reasons), Licensee reserves the right, but does not assume the obligation, to discontinue distribution of such Title, without liability
and without limiting any rights or remedies to which Licensee may be entitled, whether under this Agreement, at law, or in equity.


 


(e)          Profit
Participation.   For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation
rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights
or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not
get produced, SSS will


 




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substitute comparable projects, to be mutually approved."
[PRIOR TO EXECUTION OF THIS AGREEMENT, THE PARTIES WILL AGREE UPON APPROPRIATE LANGUAGE AND PROVISONS FOR THE PAYMENT OF PROFIT
INTEREST, AUDIT RIGHTSS AND DISPUTE PROVISIONS.]


 


		3.	Licenses and Clearances.



 


Licensor shall be solely responsible for
the Titles and any and all legal liability resulting from the Titles, excluding any legal liability caused by Licensee’s
breach of this Agreement or gross negligence with regards to the Titles. Without limiting the generality of the foregoing, Licensor
shall be solely responsible for any and all royalties and other fees payable to any applicable licensor(s) or any third party for
distribution of the Titles by Licensee (including, without limitation, residuals and clearances or other payments to guilds or
unions and rights for music clearances, such as performance rights, synchronization rights and mechanical rights), and all other
fees, payments and obligations arising out of the activities contemplated by this Agreement, and Licensee shall have no responsibility
or liability for any such royalties or fees. Licensor acknowledges that Licensee cannot and does not undertake to review, and shall
not be responsible for Users’ unauthorized use or exploitation of, the Titles. Should Licensee become aware of Users’
unauthorized use or exploitation of the Titles, Licensee shall immediately report such use to Licensor.


 


		4.	Delivery Requirements; Customer Service.



 


(a)          Within
fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor’s
sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee
to provide or deliver the Titles from Licensee’s or its third-party vendor’s facilities. Delivery of the Titles shall
be deemed complete if Licensor makes the Titles available in accordance with the previous sentence. If, from time to time, Licensee
requests an alternate delivery method for the Titles and/or the implementation of Licensee’s technical specifications relating
to the online delivery of the Titles, then Licensor will use commercially reasonable efforts to comply with each such request.


 


(b)          When
Licensor delivers each Title to Licensee, Licensor shall provide Licensee (at the place specified by Licensee) with all available
promotional materials for such Title, including, but not limited to, captioned photographs, brochures, a synopsis and description
of such Title, a complete list of cast and credits, biographies of key performers, and any electronic press kits, trailers or featurettes
created for such Title (collectively, the “Materials”).


 


(c)          In
the event of technical problems with any of the Titles, each party shall use commercially reasonable efforts to notify the other
and to remedy any such problems in a timely manner.


 




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(d)          Licensor
will provide Licensee with reasonable assistance in responding to User inquiries regarding the Titles.


 


		5.	Additional Titles.



 


If, during the Term, Licensor develops or
obtains the rights to license any live action or animated feature-length motion picture (each an “Additional Title”),
Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will
promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor
for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each
Additional Title in an amendment to this Agreement. Licensor will deliver each Additional Title in accordance with Section 4(a).
Unless otherwise expressly stated in such an amendment, each Additional Title listed in such an amendment will be deemed a “Title”
and Schedule A will be deemed amended to include such Additional Title.


 


		6.	Expansion of Licensee’s VOD Services.



 


Licensor will use its partners and media
channels to expand distribution of Licensee’s VOD services to more cable MSOs and all other platforms for which Licensee
is permitted to distribute the Titles under Section 2(a)(i).


 


		7.	Term and Termination.



 


		(a)	The Term of this Agreement (the “Term”) shall
commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section
7(b).



 


		(b)	This Agreement may be terminated at any time by either
party, effective immediately upon written notice, if the other party: (i) becomes insolvent; (ii) files a petition in bankruptcy;
or (iii) makes an assignment for the benefit of its creditors. Either party may terminate this Agreement upon written notice if
the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after the date that it
receives written notice of such breach from the non-breaching party.



 


		(c)	Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive
the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section
2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles
for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement. Sections
1, 7, 8(a), 12, 13, 14, 15, 16 and 17 shall survive any expiration or termination of this Agreement in perpetuity.



 




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		8.	Privacy and Data Collection; Reports.



 


(a)          All
User information (including, without limitation, any personally identifiable information and statistical information regarding
Users’ use and viewing of the Titles) generated, collected or created in connection with the display of the Titles through
Licensee’s services shall be considered Confidential Information of Licensee, and all right, title and interest in and to
such information shall be owned by Licensee.


 


(b)          Licensee
will provide Licensor with reports (“Reports”) containing statistical information collected by Licensee on (i) Users’
use of the Titles, (ii) distribution channels used by Licensee for the distribution of the Titles, (iii) sub-licensees to which
the Titles were sub-distributed by Licensee and (if permitted under Licensee’s agreements with the sublicensees) any relevant
reports received by Licensee from those sublicensees, and (iv) any other information that the Licensor may request Licensee to
gather from time to time, subject to mutual approval. The Reports will be delivered in a format that is mutually agreed upon by
the parties. The Reports and all information contained in the Reports shall be considered Confidential Information of Licensee,
and all right, title and interest in and to such Reports and information shall be owned by Licensee.


 


		9.	Advertising.



 


The parties acknowledge and agree that Licensee’s
services may contain advertising, promotions and/or sponsorship material (collectively, “Advertising”). Such Advertising
shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the
sale of Advertising.


 


		10.	Consideration.



 


No royalty or fees of any kind shall be
owed by Licensee under this Agreement. The consideration for the licenses granted by Licensor to Licensee under this Agreement
is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and
among the Licensee and the Licensor (the “Share Consideration”).


 


		11.	Use of Licensor Marks.



 


Licensor hereby grants Licensee a non-exclusive
license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, “Licensor Marks”)
in connection with the use of the Titles as set forth in this Agreement. Licensee acknowledges and agrees that Licensee’s
use of the Licensor Marks shall inure to the benefit of Licensor. Should Licensor find objectionable any use of the Licensor Marks
by Licensee, Licensor shall have the right to revoke, with respect to the objectionable use, the rights granted to Licensee under
this Agreement to use the Licensor Marks, and Licensee shall promptly cease using the Licensor Marks in the manner found objectionable
by Licensor.


 




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		12.	Representations and Warranties.



 


(a)          Licensor
represents and warrants that:


 


i.            The
execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of
Licensor and this Agreement constitutes a valid and legally binding agreement of Licensor enforceable against Licensor in accordance
with its terms;


 


ii.            It
will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be
impaired in any way;


 


iii.           It
has all rights and authority necessary to fully perform its obligations and grant the rights granted under this Agreement and all
rights in and to the Titles and in and to all literary, artistic, dramatic, intellectual property and musical material included
therein required for the exercise of rights granted in this Agreement without liability of any kind to any third party; provided
however, that this representation and warranty shall not apply to non-dramatic performing rights in music to the extent that they
are controlled by SESAC, ASCAP or BMI or to the extent that such music is in the public domain;


 


iv.           Each
Title is and will be protected during the Term by copyright throughout the Territory;


 


v.            There
are no taxes, charges, fees, royalties or other amounts owed to any party other than as set forth in this Agreement for the exercise
of rights granted in this Agreement and Licensor has paid or will pay all charges, taxes, license fees and other amounts that have
been or may become owed in connection with the Titles or the exercise of any rights granted under this Agreement;


 


vi.           Licensor
shall make all payments which may become due to any union or guild and to any third parties who rendered services in connection
with the production of the Titles by virtue of the use made of the Titles hereunder;


 


vii.          No
claim or litigation is pending or threatened and no lien, charge, restriction or encumbrance is in existence with respect to any
Title that would adversely affect or impair any of the rights granted under this Agreement;


 


viii.       
The Titles, Materials and Licensor Marks will not violate or infringe any common law or statutory right of any person or other
entity including, without limitation, any contractual rights, proprietary rights, trademark, service mark, copyright or patent
rights, or any rights of privacy or publicity;


 


ix.          The
Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous; and


 


x.           To
the extent that any Title makes any claims or renders any instruction or advice, such claim, instruction or advice shall comply
with all federal, state and


 




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other applicable laws and regulations
and shall cause no harm to any person or entity following or acting in accordance with such instruction or advice.


 


(b)           Licensee
represents and warrants that:


 


i.             The
execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of
Licensee and this Agreement constitutes a valid and legally binding agreement of Licensee enforceable against Licensee in accordance
with its terms;


 


ii.            It
will use the Titles solely as permitted under this Agreement;


 


iii.           It
has the full right, capacity and authority to enter into this Agreement and to perform all of its obligations hereunder; and


 


iv.          As
of the Effective Date, there is no claim, action, suit, investigation or proceeding relating to or affecting Licensee pending or
threatened, in law or in equity, or any other circumstance which might adversely affect Licensee’s ability to perform all
of its obligations hereunder.


 


		13.	Indemnification.



 


Each party shall defend, indemnify and hold
the other party and its Affiliates, and their respective directors, officers, employees, agents, successors, assigns, licensees
and distributors harmless from and against any and all judgments, settlements, damages, penalties, costs and expenses (including,
but not limited to, reasonable attorneys’ fees) arising out of any third party claims relating to the Indemnifying Party’s
breach or alleged breach of any of its representations, warranties, covenants or obligations hereunder. The party seeking indemnification
(the “Indemnified Party”) will give prompt notice to the indemnifying party (the “Indemnifying Party”)
of any claim for which the Indemnified Party seeks indemnification under this Agreement; provided, however, that failure to give
prompt notice will not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has
suffered actual material prejudice by such failure). The Indemnified Party will reasonably cooperate (at the Indemnifying Party’s
expense) in the defense of any claim for which the Indemnified Party seeks indemnification under this Section 13. The Indemnified
Party shall have the right to employ separate counsel and to participate in (but not control) any such action, but the fees and
expenses of such counsel will be at the expense of the Indemnified Party unless: (i) the employment of counsel by the Indemnified
Party has been authorized by the Indemnifying Party; (ii) the Indemnified Party has been advised by its counsel in writing that
there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of the action
(in which case the Indemnifying Party will not have the right to direct the defense of the action on behalf of the Indemnified
Party); or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense of the action within a reasonable
time following receipt of the notice given pursuant to this Section 13, in each of which cases the fees and expenses of such counsel
will be at the expense of the Indemnifying Party. The Indemnifying Party


 




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will not be liable for any settlement of an action effected
without its written consent (which consent will not be unreasonably withheld or delayed), nor will the Indemnifying Party settle
any such action without the written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed).
The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the
claim.


 


		14.	Confidentiality.



 


(a)          Confidential
Information.   “Confidential Information” means all non-public information about the disclosing party’s business
or activities that is marked or designated by such party as “confidential” or “proprietary” at the time
of disclosure or that reasonably would be understood to be confidential given the circumstances of disclosure. Notwithstanding
the foregoing, Confidential Information does not include information that: (a) is in or enters the public domain without breach
of this Agreement; (b) the receiving party lawfully receives from a third party without restriction on disclosure and without breach
of a nondisclosure obligation; (c) the receiving party rightfully knew prior to receiving such information from the disclosing
party; or (d) the receiving party develops entirely independently of, and without any access or reference to or use of, any Confidential
Information communicated to the receiving party by the disclosing party.


 


(b)          Restrictions.
  Each party agrees that, during the Term and for two (2) years thereafter: (i) it will not disclose to any third party any Confidential
Information disclosed to it by the other party except as expressly permitted in this Agreement; (ii) it will only permit access
to Confidential Information of the disclosing party to those of its employees or authorized representatives or advisors (including,
without limitation, the receiving party’s auditors, accountants, and attorneys) having a need to know and who, prior to obtaining
such access, are legally bound to protect the disclosing party’s Confidential Information at least to the same extent as
set forth herein; (iii) it will use any Confidential Information disclosed to it by the other party only for the purpose of performing
its obligations or exercising its rights under this Agreement and not for any other purpose, whether for such party’s own
benefit or the benefit of any third party; (iv) it will maintain the confidentiality of all Confidential Information of the other
party in its possession or control; and (v) that (x) upon the expiration or termination of this Agreement, or (y) at
any time the disclosing party may so request, it will deliver promptly to the disclosing party, or, at the disclosing party’s
option, it will destroy, all Confidential Information of the disclosing party that it may then possess or have under its control.
Notwithstanding the foregoing, each party may disclose Confidential Information of the other party to the extent required by a
court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that such party will,
as soon as reasonably practicable, provide the disclosing party with written notice of such requirement so that the disclosing


 




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party may seek a protective order or other appropriate remedy.
The receiving party and its representatives will cooperate fully with the disclosing party to obtain any such protective order
or other remedy. If the disclosing party elects not to seek, or is unsuccessful in obtaining, any such protective order or similar
remedy and if the receiving party receives advice from reputable legal counsel confirming that the disclosure of Confidential Information
is required pursuant to applicable law, then the receiving party may disclose such Confidential Information to the extent required;
provided, however, that the receiving party will use commercially reasonable efforts to ensure that such Confidential Information
is treated confidentially by each party to which it is disclosed.


 


		15.	Disclaimers.



 


EXCEPT AS EXPRESSLY STATED IN SECTION 12,
THE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT.


 


		16.	Limitation of Liability.



 


EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS
AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE
DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF
BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


		17.	Miscellaneous.



 


(a)          Governing
Law.   This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York,
without giving effect to any conflicts of laws principles.


 


(b)          Dispute
Resolution.   Any dispute, controversy and/or difference which may arise out of or in connection with or in relation to this
Agreement, shall be solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber
of Commerce. Such arbitration shall be held in New York, New York. The merits of the dispute shall be resolved in accordance with
the laws of the State of New York, without reference to its choice of law rules. The tribunal shall consist of three arbitrators,
each of whom shall be knowledgeable in the subject matter hereof. The arbitration shall be conducted in the English language, and
all documents shall be submitted in English or be accompanied by a certified English translation. The arbitrators will provide
a written explanation to the parties of any arbitration award. The award thereof shall be final and binding upon the parties hereto,
and judgment on such award may be entered in any court or tribunal having jurisdiction, and the parties hereby irrevocably waive
any objection to the jurisdiction of such courts based on any ground,


 




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including without limitation, improper venue or forum non conveniens.
The parties and the arbitration panel shall be bound to maintain the confidentiality of this Agreement, the dispute and any award,
except to the extent necessary to enforce any such award. The prevailing party, if a party is so designated in the arbitration
award, shall be entitled to recover from the other party its costs and fees, including attorneys’ fees, associated with such
arbitration. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and
protections which may otherwise be available if a dispute between the parties were determined by litigation in court, including,
without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to
a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence. Notwithstanding anything
to the contrary herein, each party shall be entitled, at any time, without first resorting to the dispute resolution process set
forth above, to seek injunctive or other equitable relief from any court of competent jurisdiction, wherever such party deems appropriate,
in order to preserve or enforce such party’s rights hereunder.


 


(c)          Non-Exclusivity.
  Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.


 


(d)          Severability.
  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement. In the event that any provision of this Agreement is determined to be invalid, unenforceable or otherwise
illegal, such provision shall be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original
intentions of the parties, and the remainder of the Agreement shall remain in full force and effect.


 


(e)          Waiver.
  No term or condition of this Agreement shall be deemed waived, and no breach shall be deemed excused, unless such waiver or excuse
is in writing and is executed by the party against whom such waiver or excuse is claimed.


 


(f)           Entire
Agreement.   This Agreement contains the entire agreement and understanding between the parties with regard to the subject matter
hereof, and supersedes all prior and contemporaneous oral or written agreements and representations with respect to such subject
matter. This Agreement may be modified or amended only in a writing signed by all parties.


 


(g)          Jury
Trial Waiver.   THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS,
OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE
THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR
DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.


 




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(h)          Assignment.
  Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without
the other party’s prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement
to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights
and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety
to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement
relates or to any Affiliate of the party without the other party’s approval. This Agreement will be binding upon, and inure
to the benefit of, the respective permitted assignees, transferees and successors of each of the parties.


 


(i)           No
Third Party Beneficiaries.   The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.


 


(j)           Interpretation.
  In interpreting the terms and conditions of this Agreement, no presumption shall be interpreted for or against a party as a result
of the role of such party in the drafting of this Agreement. Sections headings are for convenience only and shall not be used to
interpret this Agreement.


 


(k)          Notice.
  Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given
upon receipt or refusal: (i) by overnight courier service; (ii) hand delivery; or (iii) by certified or registered mail, return
receipt requested. Notice shall be sent to the addresses set forth below or to such other address as either party may specify in
a notice given under this Section 17(k).


 


If to Licensee:


 


You On Demand Holdings, Inc.


375 Greenwich Street, Suite 516


New York, New York 10013


Attn: Mr. Xuesong Song


 


With a copy (which shall not constitute notice or
such other communication) to each of:


Cooley LLP


The Grace Building


1114 Avenue of the Americas


New York, New York 10036-7798


Attn: William Haddad


 


and


Cooley LLP


101 California Street, 5th Floor


San Francisco, California 94111-5800


Attn: Garth Osterman


 




    	 	12	 



     

    

  


If to Licensor:


 


Beijing Sun Seven Stars Culture Development Limited


Eastern Fangzheng Road


Southern Dongying Village


Hancunhe Town


Fangshan District


Beijing City, P.R.C.


Attn: Zhang Jie


 


With a copy (which shall not constitute notice or
such other communication) to:


Shanghai Sun Seven Stars Cultural Development Limited


686 WuZhong Road, Tower D, 9th Floor


Shanghai, China 201103


Attn: Polly Wang


 


(l)           Press
Releases.   Unless required by law, neither party will, without the prior written approval of the other party, issue any press
release or similar announcement relating to the existence or terms of this Agreement.


 


(m)         Counterparts.
  This Agreement may be executed in counterparts, all of which when taken together shall be deemed to constitute one and the same
instrument.


 


[Signature Page Follows]


 




    	 	13	 



     

    

 


IN WITNESS WHEREOF and intending to be legally
bound hereby, the parties have executed this Content License Agreement as of the date first set forth above.


 


LICENSOR:


 


BEIJING SUN SEVEN STARS CULTURE DEVELOPMENT LIMITED


 


	By:	 	 
	Name:	Bruno Wu	 
	Title:	Chairman & CEO	 


 


LICENSEE:


 


YOU ON DEMAND HOLDINGS, INC.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


[SIGNATURE PAGE TO CONTENT LICENSE AGREEMENT]


 




    	 	 	 



     

    

 


SCHEDULE A


 


TITLES