Exhibit 10.4


 


VOTING AGREEMENT


 


This VOTING AGREEMENT
(this “Agreement”), dated as of November 23, 2015, is made by and between YOU On Demand Holdings, Inc., a Nevada
corporation (“YOD”), and the undersigned stockholder (the “Stockholder”) of YOD. Capitalized terms
used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreements (as
defined herein).


 


WHEREAS, as
of the date hereof, the Stockholder owns (beneficially or of record) and is entitled to vote the number of shares of common stock,
$0.01 par value per share (“Common Stock”), Series A Preferred Stock (“Series A Stock”) or Series
E Preferred Stock (“Series E Stock”, collectively with the Common Stock, Series A Stock and the Series E Stock, the
“Securities”), of YOD set forth opposite the Stockholder’s name on Schedule A (all such shares set forth
on Schedule A, together with any Securities of YOD that are hereafter issued to or otherwise acquired or owned (beneficially
or of record) by the Stockholder prior to the termination of this Agreement being referred to herein as the “Subject Shares”);
and


 


WHEREAS, YOD
has entered into that certain (i) Securities Purchase Agreement, by and between, YOD and Beijing Sun Seven Stars Culture Development
Limited, a PRC Company (“SSS”), dated as of November 23, 2015 (as it may be amended pursuant to the terms thereof,
the “Pipe Purchase Agreement”) pursuant to which, among other things, YOD will issue to SSS, and SSS will purchase
from YOD, Common Stock of YOD in exchange for cash and, upon closing of the transactions and entry into the Content License agreement
contemplated thereby, certain intellectual property and (ii) that certain Share Purchase Agreement, by and between Tianjin Enternet
Network Technology Limited, a PRC Company (“Tianjin”), and YOD (the “Earnout Purchase Agreement”, together
with the Pipe Purchase Agreement, the “Transaction Agreements”) pursuant to which, among other things, YOD will issue
to Tianjin Common Stock in exchange for the achievement of certain earnout thresholds as set forth in the Earnout Purchase Agreements;
and


 


NOW, THEREFORE,
in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, do hereby agree as follows:


 


ARTICLE I


VOTING AGREEMENT; GRANT OF PROXY; OTHER
COVENANTS


 


The Stockholder hereby covenants and agrees
that during the term of this Agreement:


 


1.1.     Voting
of Subject Shares. At every meeting of the holders of Common Stock of YOD and at any adjournment, recess or postponement
thereof, the Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or
by proxy) and to vote or cause to be voted the Stockholder’s Subject Shares (a) in favor of (i) the authorization of
the issuance of shares as contemplated by the Transaction Agreements, (ii) the approval of any proposal to adjourn or postpone
the meeting to a later date, if there are not sufficient votes for the authorization of the issuance of shares as contemplated
by the Transaction Agreements on the date on which such meeting is held and (iii) any other matter necessary or advisable to consummate
the issuance of the shares as contemplated by the Transaction Agreements that are considered and voted upon by the YOD Stockholders;
and (b) against (i) any agreement, amendment of any agreement, or any other action that is intended or could reasonably be expected
to prevent or impede the transactions contemplated by the Transaction Agreements, other than those specifically contemplated by
this Agreement or the Transaction Agreements.


 


1.2.     No
Inconsistent Arrangements. Except as provided hereunder, the Stockholder shall not, directly or indirectly, (a) create
any lien or restriction other than restrictions imposed by Applicable Law on any Subject Shares, (b) sell or assign or dispose
of (collectively, “Transfer”), (c) grant or permit the grant of any proxy, power of attorney with respect
to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust with respect to the Subject
Shares. Notwithstanding the foregoing, the Stockholder may make Transfers of Subject Shares by will, operation of law, Transfers
for estate planning purposes or Transfers for charitable purposes or as charitable gifts or donations, in which case the Subject
Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms
and conditions of this Agreement.


 


1.3.     Documentation
and Information. The Stockholder shall permit and hereby authorizes YOD to publish and disclose in all documents and schedules
filed with the SEC, and any press release or other disclosure document that YOD or Buyer reasonably determines to be necessary
or advisable in connection with the transactions contemplated by the Transaction Agreements, the Stockholder’s identity and
ownership of the Subject Shares and the nature of the Stockholder’s commitments and obligations under this Agreement. The
Stockholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the
prior written consent of YOD, except as may be required by applicable Law (provided that reasonable notice of any such disclosure
will be provided to YOD).


 




     


     

    

 


ARTICLE II


MISCELLANEOUS


 


2.1.     Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given (a) on the date of delivery if delivered
personally; (b) on the date of transmission if sent via facsimile transmission, and automatic, electronic confirmation of delivery
is received after completion of transmission; (c) on the date after delivery by a reputable nationally recognized overnight courier
service or (d) three days after being mailed by registered or certified mail (return receipt requested), if to YOD, SSS or Tianjin,
in accordance with the provisions of the Transaction Agreements and if to the Stockholder, to the Stockholder’s address or
facsimile number set forth on the signature page hereto (or at such other address or facsimile number for a party as shall be specified
by like notice).


 


2.2.     Termination.
This Agreement shall terminate automatically, without any notice or other action by any Person, upon the earlier of (a) the termination
of the Transaction Agreements in accordance with theirs terms and (b) the closing of the transactions contemplated by the Transaction
Agreements. Upon termination of this Agreement, neither party shall have any further obligations or liabilities under this Agreement;
provided, however, that (x) nothing set forth in this Section 2.2 shall relieve either party from liability for any breach of this
Agreement prior to termination hereof, and (y) the provisions of this Article II shall survive any termination of this Agreement.


 


2.3.     Governing
Law; Venue. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that
may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed
by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed
entirely within the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of New York. With respect to any action or claim arising out of or relating to this Agreement, the parties hereto hereby expressly
and irrevocably (a) agree and consent to be subject to the exclusive jurisdiction of the United States District Court located in
the State of New York (and in the absence of Federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction
of the state courts located in the State of New York), (b) agree not to bring any action related to this Agreement in any other
court (except to enforce the judgment of such courts), (c) agree not to object to venue in such courts or to claim that such forum
is inconvenient and (d) agree that notice or the service of process in any proceeding shall be properly served or delivered if
delivered in the manner contemplated by Section 2.1. Final judgment by such courts shall be conclusive and may be enforced in any
manner permitted by Applicable Law. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


2.4.     Counterparts.
The parties may execute this Agreement in one or more counterparts, each of which will be deemed an original and all of which,
when taken together, will be deemed to constitute one and the same agreement. Any signature page hereto delivered by facsimile
machine or by e-mail (including in portable document format (pdf), as a joint photographic experts group (jpg) file, or otherwise)
shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or
any amendment thereto and may be used in lieu of the original signatures for all purposes. Each party that delivers such a signature
page agrees to later deliver an original counterpart to the other party if requested.


 


2.5.     Capacity
as Stockholder. The Stockholder signs this Agreement solely in the Stockholder’s capacity as a Stockholder of YOD,
and not in the Stockholder’s capacity as a director, officer or employee of YOD or any of its subsidiaries or in the Stockholder’s
capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing
herein shall in any way restrict a director or officer of YOD in the exercise of his or her fiduciary duties as a director or officer
of YOD or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to
create any obligation on the part of any director or officer of YOD or any trustee or fiduciary of any employee benefit plan or
trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.


 


(SIGNATURE PAGE FOLLOWS)


 




     


     

    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Voting Agreement to be duly executed as of the date first written above.


 


	 	YOU ON DEMAND HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Shane McMahon
	 	Name:	Shane McMahon
	 	Title:	Chairman


 


[Signature Page to Voting Agreement]




     


     

    

 


STOCKHOLDER:


 


	 	IF STOCKHOLDER IS AN INDIVIDUAL:
	 	 	 
	 	By:	 
	 	Print Name:


 


	 	IF STOCKHOLDER IS AN ENTITY:
	 	 	 
	 	
        Print Name

        of Entity:
	C Media Group Limited
	 	 	 
	 	By:	/s/ Xuesong Song
	 	Name:	Xuesong Song
	 	Title:	Chairmand and CEO


 


	 	Address:	 
	 	 	 
	 	CN11 Legend Town	 
	 	No. 1 Balizhuangdongli,	 
	 	Chaoyang District	 
	 	Beijing, China	 
	 	 	 
	 	Facsimile No.: (+86) 81 6550 3113


 


[Signature Page to Voting Agreement]




     


     

    

 


STOCKHOLDER:


 


	 	IF STOCKHOLDER IS AN INDIVIDUAL:
	 	 	 
	 	By:	/s/ Shane McMahon
	 	Print Name: Shane McMahon


 


	 	IF STOCKHOLDER IS AN ENTITY:
	 	 	 
	 	
        Print Name

        of Entity:
	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Facsimile No.: (_____) - ______ - ________


 


[Signature Page to Voting Agreement]


 




     


     

    

 


STOCKHOLDER:


 


	 	IF STOCKHOLDER IS AN INDIVIDUAL:
	 	 	 
	 	By:	/s/ Xuechu He
	 	Print Name: Xuechu Hu


 


	 	IF STOCKHOLDER IS AN ENTITY:
	 	 	 
	 	
        Print Name

        of Entity:
	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Facsimile No.: (_____) - ______ - ________


 


[Signature Page to Voting Agreement]


 




     


     

    

 


STOCKHOLDER:


 


	 	IF STOCKHOLDER IS AN INDIVIDUAL:
	 	 	 
	 	By:	 
	 	Print Name:
	 	 	 
	 	IF STOCKHOLDER IS AN ENTITY:


 


	 	
        Print Name

        of Entity:
	Best Ease Holdings Ltd.
	 	 	 
	 	By:	/s/ Xiuzhen Lin
	 	Name:	Xiuzhen Lin
	 	Title:	Sole Director & Shareholder


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Facsimile No.: (_____) - ______ - ________


 


[Signature Page to Voting Agreement]


 




     


     

    

 


STOCKHOLDER:


 


	 	IF STOCKHOLDER IS AN INDIVIDUAL:
	 	 	 
	 	By:	/s/ Teng Zhou
	 	Print Name: Teng Zhou
	 	 	 
	 	IF STOCKHOLDER IS AN ENTITY:


 


	 	
        Print Name

        of Entity:
	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Facsimile No.: (_____) - ______ - ________


 


[Signature Page to Voting Agreement]


 




     


     

    

 


STOCKHOLDER:


 


	 	IF STOCKHOLDER IS AN INDIVIDUAL:
	 	 	 
	 	By:	 
	 	Print Name:
	 	 	 
	 	IF STOCKHOLDER IS AN ENTITY:


 


	 	
        Print Name

        of Entity:
	Venture Link Assets Ltd.
	 	 	 
	 	By:	/s/ Teng Zhou
	 	Name:	Teng Zhou
	 	Title:	Director


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Facsimile No.: (_____) - ______ - ________


 


[Signature Page to Voting Agreement]


 




     


     

    

 


STOCKHOLDER:


 


	 	IF STOCKHOLDER IS AN INDIVIDUAL:
	 	 	 
	 	By:	 
	 	Print Name:
	 	 	 
	 	IF STOCKHOLDER IS AN ENTITY:


 


	 	
        Print Name

        of Entity:
	Fresh Reward Development Ltd.
	 	 	 
	 	By:	/s/ Cong Yan Xue
	 	Name:	Cong Yan Xue
	 	Title:	Director


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Facsimile No.: (_____) - ______ - ________


 


[Signature Page to Voting Agreement]


 




     


     

    

 


Schedule A


 


	Name of Stockholder	 	No.
                                         Shares and

        Corresponding
        Percent

        of
        Shares Outstanding1
	 	Restrictions on
    Voting Power