In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[EX Q]: EXHIBIT 10.17

                        TRANSPORTATION SERVICE AGREEMENT                          UNDER RATE SCHEDULE FTS OR ITS

         THIS AGREEMENT (Agreement), entered into on May 20, 1992, is between Arkansas Western Pipeline Company (Transporter), an Arkansas corporation, and Associated Natural Gas Company, a division of Arkansas Western Gas Company, (Shipper);

                                  WITNESSETH:

         WHEREAS, Shipper has requested natural gas for that Transporter transport Shipper; and

         WHEREAS, Transporter has agreed to provide such transportation for Shipper subject to the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         1.1      Maximum Daily Delivery Obligation (MDDO) means the maximum                   daily quantity of natural gas, expressed in Dekatherms (Dth),                   that Transporter is obligated to deliver from time to time at                   the Point(s) of Delivery specified in Exhibit B to the                   executed Agreement.

         1.2      Maximum Daily Quantity (MDQ)  means the maximum daily                   quantity of natural gas, expressed* in Dth's, that Transporter                   is obligated under the executed Agreement to transport on                   behalf of' Shipper, which shall be 23,000 Dth.

         1.3      Equivalent Quantity means the quantity, expressed in Dth's,                   delivered to Shipper by Transporter at the Point(s) of                   Delivery. Such quantity is equal to the quantity of gas                   received from Shipper at the Point(s) of Receipt less Fuel                   Usage and Applicable Shrinkage.

         1.4      Fuel Usage and Applicable Shrinkage means the quantity of                   natural gas retained by Transporter for fuel usage, leakage,                   blow-down, minor line pack fluctuations, and lost and                   unaccounted for natural gas.

                                   ARTICLE II

                       NATURAL GAS TRANSPORTATION SERVICE

         2.1      Beginning on the date on which deliveries of natural gas are                   commenced hereunder, and thereafter for the remaining term of                   this Agreement, Shipper agrees to tender gas to Transporter at                   the Point(s) of Receipt, and Transporter agrees to transport                   and redeliver and Shipper agrees to accept delivery of the                   Equivalent Quantities of gas at the Point(s) of Delivery, all     &bbsp;             in accordance with the terms of this Agreement.

         2.2      Transportation service rendered hereunder shall be                   firm/interruptible service as described in Section 2 of                   Transporter's X Rate Schedule FTS _____ Rate Schedule ITS.

                                  ARTICLE III

                              POINT(S) OF RECEIPT

         The Point(s) of Receipt at which Transporter shall receive gas for          transportation under this Agreement shall be specified in Exhibit A to          this Agreement.

                                   ARTICLE IV

                              POINT(S) OF DELIVERY

         The Point(s) of Delivery at which Transporter shall redeliver to          Shipper or for the account of Shipper an Equivalent Quantity of gas for          transportation under this Agreement shall be specified in Exhibit B to          this Agreement. Notwithstanding the MDDO at each Point of Delivery,          Shipper shall not nominate a total quantity of natural gas at all          Points of Delivery that exceeds the MDQ set forth in this Agreement.

                                   ARTICLE V

                               TERM OF AGREEMENT

         5.1      Subject to the General Terms and Conditions of Transporter's                   FERC Gas Tariff and Rate Schedule FTS/ITS, this Agreement                   shall be effective as of the date of physical completion of                   and initial deliveries on Transporter's pipeline and shall                   continue for a primary term of ten years. Thereafter, this





                  Agreement shall be effective month to month, until terminated                   by Transporter or Shipper upon the following written notice to                   the other specifying a termination date: sixty (60) days for

                  interruptible transportation under Rate Schedule ITS and 180                   days for firm transportation under Rate Schedule FTS.

         5.2      Any portions of this Agreement necessary to balance receipts                   and deliveries under this Agreement as required by the FTS/ITS                   Rate Schedule, shall survive the other parts of this Agreement                   until such time as such balancing has been accomplished.

                                   ARTICLE VI

                           RATE SCHEDULE AND CHARGES

         6.1      Shipper shall pay Transporter for the service hereunder an                   amount determined in accordance with Transporter's FTS/ITS                   Rate Schedule, and the General Terms and Conditions of                   Transporter's FERC Gas Tariff, all as may be revised from time                   to time. Such FTS/ITS Rate Schedule and General Terms and                   Conditions are incorporated by reference and made a part                   hereof.

         6.2      Transporter may seek authorization from the FERC and/or other                   appropriate body to change any rate(s) and/or term(s) set                   forth herein or in the FTS or ITS Rate Schedule. Nothing                   herein shall be construed to deny Shipper any rights it may                   have under the Natural Gas Act or the Natural Gas Policy Act                   including the right to participate fully in rate proceedings                   by intervention or otherwise to contest increased rates in                   whole or in part.

                                  ARTICLE VII

                             REDUCTION IN CAPACITY

         For firm transportation only, if Transporter's capacity is reduced for          any reason and a reduction of the quantity of gas being transported          hereunder is required, Shipper's MDQ shall be reduced pro rata with the          MDQ's of the other firm Shippers during the period of such capacity          reduction.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1      Amendment. This Agreement shall only be amended, varied or                   modified by an instrument in writing executed by Transporter                   and Shipper. Such amendment will be effective upon compliance                   with Article VIII herein.

         8.2      Applicable Law. This Agreement and the rights and duties of                   Transporter and Shipper hereunder shall be governed by and                   interpreted in accordance with the laws of the State of                   Arkansas, without recourse to the law governing conflict of                   laws.

         8.3      Waiver. No waiver by either Transporter or Shipper of any                   default by the other in the performance of any provision,                   condition or requirement herein shall be deemed a waiver of,                   or in any manner a release from, performance of any other                   provision, condition or requirement herein, nor deemed to be a                   waiver of, or in any manner a release from, future performance                   of the same provision, condition or requirement; nor shall any                   delay or omission by Transporter or Shipper to exercise any                   right hereunder impair the exercise of any such right or any                   like right accruing to it thereafter.

         8.4      Headings. The headings of each of the various sections in this                   Agreement are included for convenience of reference only and                   shall have no effect on, nor be deemed part of the text of,                   this Agreement.

         8.5      Further Assurances. Transporter and Shipper shall execute and                   deliver all instruments and documents and shall do all acts                   necessary to effectuate this Agreement.

         8.6      Entire Agreement. This Agreement constitutes the entire                   agreement between Transporter and Shipper concerning the                   subject matter hereof and supersedes all prior understandings                   and written and oral agreements relative to said matter.

         8.7      Cancellation of Prior Agreement(s). This Agreement, upon its                   effective date, supersedes and cancels any and all other                   agreements between Transporter and Shipper relating to the                   transportation of gas by Transporter for Shipper.

                                   ARTICLE IX

                                    NOTICES





         All notices, requests, statements or other communications provided for          under this Agreement shall be in writing and shall be given by personal          delivery or by United States mail, postage prepaid, and addressed as          follows:

         If to Shipper:

         Arkansas Western Gas Company          1001 Sain Street          P. 0. Box 1288          Fayetteville, AR 72702-1288

         If to Transporter:

         Arkansas Western Pipeline Company          1083 Sain Street          P. O. Box 1408          Fayetteville, AR 72702-1408          Attn: Manager of Transportation Services

         All written notices, requests, statements or other communications shall          be sufficiently given if mailed postage prepaid by registered,          certified, or regular mail and shall be deemed to have been duly          delivered on the third business day following the date on which same          was deposited in the United States mail, addressed in accordance with          this Article VIII. Either Shipper or Transporter may designate a          different address to which notices, requests, statements, payments or          other communications shall be sent upon proper notice as set forth in          this Article VIII.

              IN WITNESS WHEREOF, Transporter and Shipper have caused this Agreement to be duly executed by their duly authorized officers in two (2) original counterparts as of May 20, 1992.

                                      TRANSPORTER

                                      ARKANSAS WESTERN PIPELINE COMPANY                                       an Arkansas Corporation

                                      By /s/ [ILLEGIBLE]                                          ---------------------------------------                                          President

WITNESS: /s/ [ILLEGIBLE]          ------------------------

                                      SHIPPER

                                      ASSOCIATED NATURAL GAS COMPANY,                                       a division of Arkansas Western Company Gas                                       Company

                                      By /s/ [ILLEGIBLE]                                          ---------------------------------------

WITNESS:          ------------------------

                                    EXHIBIT A                                        TO                         TRANSPORTATION SERVICE AGREEMENT                                DATED MAY 20, 1992                      BETWEEN ASSOCIATED NATURAL GAS COMPANY                       AND ARKANSAS WESTERN PIPELINE COMPANY

                                                                              Pressure Psig                                Meter                                   MDQ    -------------      Receipt Point             Number     SEC-TWN-RNG   County   ST   Dth/d    Max     Min      -------------             -------    -----------   ------   --   ------  -----   -----                                                                1.   NOARK Pipeline System     Pending     31-19N-9E     Clay    AR   23,000   685     550

SHIPPER:                                TRANSPORTER: ASSOCIATED NATURAL GAS COMPANY          ARKANSAS WESTERN PIPELINE COMPANY

By: /s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]     --------------------------              -----------------------------





                                    EXHIBIT B                                        TO                         TRANSPORTATION SERVICE AGREEMENT                                DATED MAY 20, 1992                      BETWEEN ASSOCIATED NATURAL GAS COMPANY                       AND ARKANSAS WESTERN PIPELINE COMPANY

                                                                               Pressure Psig                                Meter                                   MDDO    -------------      Delivery Point            Number     SEC-TWN-RNG   County    ST   Dth/d    Max     Min      --------------            -------    -----------   -------   --   ------  -----   -----                                                                 1.   Associated Natural Gas    Pending    28-19N-10E    Dunklin   mo   23,000   500     400

SHIPPER:                                TRANSPORTER: ASSOCIATED NATURAL GAS COMPANY          ARKANSAS WESTERN PIPELINE COMPANY

By: /s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]     --------------------------              -----------------------------     President

                                   SCHEDULE 2

              CONTRACTS BIFURCATED OR PARTIALLY ASSIGNED TO ATMOS

Contract                               Quantity Assigned        Expiration --------                               -----------------        ---------- Transportation & Storage:                                                            AWP FT dated 5/20/92                    13,370 MMBtu/d          07/31/2003 Ozark FT #Z2001 @ AWP                   13,370 MMBtu/d          10/31/2002 Ozark FT #Z2001 @ NGPL                   .2000 MMBtu/d          10/31/2002 TETCO CDS (FT) #800204                   9,826 MMBtu/d          10/31/2012 TETCO SSI #400184                       11,303 DTH/d W/D        04/30/2012                                         .3,876 DTH/d Inj.       04/30/2012 Supply: SEECO Finn Sales dated 10/1/90          15,370 MMBtu/d          09/30/2000

              FORM OF NOTICE OF PERMANENT RELEASE OF FIRM CAPACITY                         AND CONSENT TO PARTIAL ASSIGNMENT

A.       Associated Natural Gas Company, a division of Arkansas Western Gas          Company (Releasing Shipper) is a firm Shipper that is party to an          executed and valid Service Agreement with Arkansas Western Pipeline          Company under Rate Schedule FTS (Transporter). Releasing Shipper          proposes to release capacity as set forth below, and in accordance with          the applicable provisions of Transporter's FERC Gas Tariff. Upon the          satisfaction of all conditions applicable to the proposed release          transaction, including all applicable provisions of Section 14 of the          General Terms and Conditions of Transporter's FERC Gas Tariff,          Releasing Shipper will consent to a partial and permanent assignment of          capacity on Transporter's system. Subject to the satisfaction of such          conditions by the Releasing Shipper and the Replacement Shipper,          Transporter will consent to this partial and permanent assignment of          capacity on its system, and will waive the requirement under Section          14.7 of the General Terms and Conditions of Transporter's FERC Gas          Tariff, providing that Releasing Shipper shall remain the guarantor of          payment to Transporter of all demand charges arising under its Service          Agreement with Transporter for such assigned capacity.

B.       Rate Schedule and contract number pursuant to which capacity is          released, Contract Number: FTS - 0 1

C.       Quantity of capacity to be released: Max 13,370 Dfli/Day,                                Min 13,370 DthDay.

D.       (i) Minimum transportation rate acceptable to Releasing Shipper (if          none, write none; includes commodity component):

         Tariff Rate

         (ii) Bid Requirements:

              (a) _X_ Reservation, __Volumetric

                  or ___ Volumetric with ___ volume commitment

              (b) __ Dollar/Cents or __ Percentage

E.       Receipt Points and Delivery Points (designate primary and/or          secondary):

         Receipt Point: Ozark/AWP Interconnect Meter 00010





         Delivery Point: AWP/ANG Interconnect Meter 00020 MDQ @ 13,370          MMBtu/d.

F.       Bid Evaluation Methodology: i) highest rate, net revenue or present          value

         ii).     If Releasing Shipper chooses to provide weighting factors in                   accordance with Section 14.9 of the General Terms and                   Conditions of Transporter's FERC Gas Tariff, weighting factors                   are as follows: Please provide a range for each factor between                   0 - 1,000. The numbers need not add up to 1,000.

                  _________________ Volume (0 - 1,000)

                  Max Rate ___________________ -1 Rate (0 - 1,000)

G.       i).      Designated Replacement Shipper (if none, write none):

                  United Cities Gas Company a, division of Atmos Energy                   Corporation.

         ii).     Terms and conditions agreed to between Releasing Shipper and                   Designated Replacement Shipper:

                               _________ Demand Rate (MMBtu)

                               13,370 Volume MMBtu/Day

         iii)     Releasing Shipper and Designated Replacement Shipper                   understand Designated Replacement Shipper may not receive the                   released capacity if it fails to match any best bid submitted                   by another potential Shipper as provided in Transporter's FERC                   Gas Tariff.

H.       Other terms and conditions (if none, write none): _________________

This is a maximum tariff rate, permanent assignment of capacity, not subject to bid.

     Date                         Releasing Shipper: Associated Natural Gas Co.                                    Charles V. Stevens, Sr. Vice President

                                     ANY, a division of Atmos Energy Corporation

                                   UNITED CITIES GAS

                                   BY: /s/ [ILLEGIBLE]                                        -----------------------------------------                                        Replacement Shipper*

 -May 24, 2000

     Date

     Date                                         Transporter:

                       ARKANSAS WESTERN PIPELINE COMPANY

To be executed, prior to posting by Transporter, by Replacement Shipper only if Replacement Shipper has been designated by Releasing Shipper in G(i) above.

                      BID ON PERMANENTLY RELEASED CAPACITY                       ON ARKANSAS WESTERN PIPELINE COMPANY

A.       United Cities Gas Company a, division of Atmos Energy Corporation          (Bidder) hereby bids on released capacity (Capacity) on the system          of Arkansas Western Pipeline Company (Transporter). This bid will          remain open until Transporter selects a winning bidder, or notice of          withdrawal is received by Transporter.

B.       The Capacity was released by Associated Natural Gas Company, a division          of Arkansas Western Gas Company.

         (FTS - 01) under Transporter's Rate Schedule FTS,

C.       The transportation rate bid is Maximum Tariff Rate per Dth, not          including commodity charge, fuel, or other applicable fees.

D.       The quantity of Capacity bid for is 13,370 Dth/Day

E.       The term of the Capacity bid for is (Permanent Assignment through          original contract term) Months/Years, beginning June 1, 2000 and ending          at the expiration date of contract FTS - 01.

F.       Receipt and Delivery points (designate primary and/or secondary)

         Receipt Point: Ozark/AWP Interconnect Meter 000 10

         Delivery Point: AWP/ANG Interconnect Meter 00020 MDQ @ 13,370          MMBtu/d.





G.       Other information requested by the Releasing Shipper

         This is a maximum tariff rate, permanent assignment of capacity, not          subject to bid.

H.       Bidder agrees to comply with all terms and conditions of Transporter's          FERC Gas Tariff.

I.       If selected by Transporter as the winning bidder, Bidder will          immediately execute the partial assignment form set forth below.

i        Bidder acknowledges that it has the full authority to make this bid and          bind itself and its agents and/or principals to this bid.

                           UNITED CITIES GAS COMPANY, a division of May 24, 2000

Atmos Energy Corporation ------------------------   -----------------------------------------------------

Date                                             BIDDER

                           By: /s/ GORDON J. ROY

                               Gordon J. Roy                                Vice President

                         PARTIAL ASSIGNMENT OF CAPACITY                       ON ARKANSAS WESTERN PIPELINE COMPANY

A.       United Cities Gas Company a, division of Atmos Energy Corporation          (Replacement Shipper) has submitted the winning bid for firm capacity          on the system of Arkansas Western Pipeline Company (Transporter) for          capacity released by Associated Natural Gas Company, a division of          Arkansas Western Gas Company (Releasing Shipper), and understands          that its bid of (date) June 1, 2000 has been accepted by Transporter.

B.       Replacement Shipper has read and understands the terms and conditions          under which the Releasing Shipper has permanently released such          capacity on Transporter and hereby contracts for such capacity, in          accordance with its bid, subject to terms and conditions set forth on          Transporter's FERC Gas Tariff and the Service Agreement between the          Releasing Shipper and Transporter (copy of bid and release notice          attached). Replacement Shipper adopts such Service Agreement for the          assigned capacity, and from and after the effective date of the          referenced release shall be fully liable to Transporter for all demand          charges, volumetric charges, surcharges, and other charges arising          under the terms of the Service Agreement with Transporter for such          assigned capacity from and after that effective date.

C.       Releasing Shipper hereby makes a partial assignment of its rights and          obligations under contract number FTS - 01 in accordance with the          attached bid and release notice. This assignment is made in accordance          with Transporter's FERC Gas Tariff.

                               Releasing Shipper: Associated Natural Gas Co.                              Charles V. Stevens, Sr. Vice President                              UNITED GAS a division of Atmos Energy Corporation

                             BY:                                         CITIES COMPANY

                               /s/ GORDON J. ROY                                -------------------------------------------------                                Replacement Shipper Gordon J. Roy, Vice President

                             Transporter:

                             Arkansas Western Pipeline Company 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
[EX A]: Any portions of this Agreement necessary to balance receipts                   and deliveries under this Agreement as required by the FTS/ITS                   Rate Schedule, shall survive the other parts of this Agreement                   until such time as such balancing has been accomplished.

[EX Q]: CONTENT LICENSE AGREEMENT

THIS CONTENT LICENSE AGREEMENT (this Agreement), dated as of December 21, 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) [Confidential Information].

(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) [4) For Titles listed in Schedule A5].

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

1

Source: IDEANOMICS, INC., 10-K, 3/30/2016





(j) Reports shall have the meaning specified in Section 8(b) [Privacy and Data Collection; Reports].

(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 and scope, and format limitations for which Licensor has the rights to each Title as specified in Schedule A1-A6 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), subject to these limitations for each of the Title in Schedule A1-A6:

1) For Titles listed in Schedule A1-A2:

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);

2

Source: IDEANOMICS, INC., 10-K, 3/30/2016





2) For Titles listed in Schedule A3:

For 天下女人: No satellite TV broadcasting rights granted. Titles other than 猜 猜女人心, 赏深越慕 ,  职场新女性挑战行动,  杨澜访谈录  (自第192期及以后的节 目),人生相对论 ,  天下女人, and 正青春 cannot be edited in any way;

3) For Titles listed in Schedule A4:

Other than the versions (dubbed or translated) in which the Titles in Schedule A4 already exist in (and were delivered in), no further dubbing, translation, or editing may be performed by any party on Schedule A4's Titles.

4) For Titles listed in Schedule A5 (except Summer in February):

Limitations on Rights Granted: the following distribution methods are permitted: non-theatrical, public video, ship and hotel rights (all not earlier than the US theatrical release); home video rental, home video sell through, and commercial video rights (all not earlier than the US video release); cable TV (pay & free), terrestrial TV (pay & free), satellite pay TV; internet TV (pay & free), residential and non-residential pay-per-view, residential and non-residential internet pay-per-view, VOD, near VOD, and internet VOD (all no earlier than the corresponding exploitation in the USA).

Contents are dubbed and subtitled in Cantonese and Mandarin languages. Exploitation of the Title over the internet must adhere to the following: 1) Distribution is limited to the dubbed or subtitled version, provided the subtitles shall be burnt in with no option to remove them, 2) Licensor must be notified prior to the first exhibition of the Title over the internet, and 3) Authorization to use excerpts, stills, trailers and soundtrack parts of the Title for the 3 promotion of the Title only on Licensor's or Licensor's authorized agent's web site online.

Source: IDEANOMICS, INC., 10-K, 3/30/2016





Rights granted for Summer in February, shall adhere to Section 2, not subject to the limitations in section 2(a)(i)(4).

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 with prior written approval by Licensor and subject to the applicable limitations (if any) in Section 2(a)(i) [License Grant];

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 subject to the applicable limitations (if any) in Section 2(a)(i) [License Grant] ;

iv. use the Titles for (i) audience and marketing testing, (ii) sponsor/advertiser screening, and (iii) reference and file purposes, subject to the applicable limitations (if any) in Section 2(a)(i) [License Grant]; 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 and subject to the applicable limitations (if any) in Section 2(a)(i) [License Grant]. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) [License Grant] 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 make non-material modifications or edits the format of the Titles only for technical purposes with prior written approval by Licensor (such approval not to be unreasonably withheld or delayed) and subject to the applicable limitations (if any) in section 2(a)(i). 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.

4

Source: IDEANOMICS, INC., 10-K, 3/30/2016





(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 (each a Project), 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) [License Grant]- (d). If for any reason the A6 projects do not get produced, SSS will substitute comparable projects, to be mutually approved. Profit Participation means a portion of Profits equal to the amount designated in Schedule A6 of Schedule A. Profits shall be defined and calculated as follows:

i. Profits shall mean Gross Revenue received by Licensor in connection with the Project remaining after the deduction therefrom of Fees, Expenses, and Third Party Royalties (each as defined below).

ii. Gross Revenue shall mean 100% of all sums actually received by or credited to Licensor in connection with the exploitation of the Project, for a period of 5 years from initial release, on a worldwide basis from the distribution and exploitation of the Project or any part thereof, provided that Gross Revenue shall not include (i) expenses in connection with collecting such Gross Revenue; (ii) actual, verifiable, third party, sales agency costs, fees and commissions which are mutually approved by the parties; (iii) customary off the tops, including (without limitation) claims, insurance, accounting or other professional service costs actually paid by Producer or a reasonable reserve therefor.

iii. Fees shall only apply to non-television, non-Internet exploitation of the Project (e.g., DVD, merchandise) and shall mean the actual, verifiable fee charged by a third party licensing agent or distributor, and mutually agreed to by Licensee and Licensor.

iv. Expenses shall mean, collectively, all costs, charges and expenses incurred and/or paid (including without limitation residuals) in connection with the development, production, distribution, marketing, advertising and promotion of the Project. Expenses may include a producer or production fee to Licensor.

5

Source: IDEANOMICS, INC., 10-K, 3/30/2016





v. Third Party Royalties shall mean any and all royalties and payments paid or payable to third parties for rights and/or services in connection with the Project.

vi. Licensee shall have equal rights and access to all financial statements, records and/or data received from any entity in connection with the Project. Licensor shall compile this information (including information regarding approved budgets) on a annual basis and provide to Licensee in summary form, the calculation of Profit Participation for all of the parties, which shall be accompanied by the parties' share thereof, if any. Licensor will keep and maintain accurate books and records with respect to the Project. Until one (1) year after the expiration of the Profit Participation of each Project, the books and records will be available for inspection by a certified accounting firm or CPA once per year upon reasonable advance notice. Such books and records shall be made available at Licensor's normal place of business during normal business hours. If any examination of Licensor's books and records reveals that Licensor has failed to properly account for any Profits owing to the parties, Licensor will promptly pay such past due amounts.

(f) Editing of Titles. Any edits to any Title will require the prior written approval by Licensor.

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.

6

Source: IDEANOMICS, INC., 10-K, 3/30/2016





(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.

(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) [4) For Titles listed in Schedule A5]. 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) [License Grant].

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) [Term and Termination].

7

Source: IDEANOMICS, INC., 10-K, 3/30/2016





(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) [License Grant], 2(b) [Sublicensing], 2(c) [Display of Titles], 2(d) [Removal of Titles], 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) [License Grant] 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) [Privacy and Data Collection; Reports], 12, 13, 14, 15, 16 and 17 shall survive any expiration or termination of this Agreement in perpetuity.

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.

8

Source: IDEANOMICS, INC., 10-K, 3/30/2016





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 Amended and Securities Purchase Agreement, dated as of December 21, 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.

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;

9

Source: IDEANOMICS, INC., 10-K, 3/30/2016





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 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.

10

Source: IDEANOMICS, INC., 10-K, 3/30/2016





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 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.

11

Source: IDEANOMICS, INC., 10-K, 3/30/2016





(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 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.

12

Source: IDEANOMICS, INC., 10-K, 3/30/2016





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, 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.

13

Source: IDEANOMICS, INC., 10-K, 3/30/2016





(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.

(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.

14

Source: IDEANOMICS, INC., 10-K, 3/30/2016





(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) [Notice].

If to Licensee:

You On Demand Holdings, Inc.  375 Greenwich Street, Suite 516  New York, New York 10013  Attn: Board of Directors

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

If to Licensor:

Beijing Sun Seven Stars Culture Development Limited  Eastern Fangzheng Road  Southern Dongying Village

15

Source: IDEANOMICS, INC., 10-K, 3/30/2016





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]

16

Source: IDEANOMICS, INC., 10-K, 3/30/2016





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: /s/ Bruno Wu Name: Bruno Wu Title:Chairman & CEO

LICENSEE:

YOU ON DEMAND HOLDINGS, INC.

By: /s/ Shane McMahon Name: Shane McMahon Title:Chairman

[SIGNATURE PAGE TO CONTENT LICENSE AGREEMENT]

Source: IDEANOMICS, INC., 10-K, 3/30/2016





SCHEDULE A

TITLES

[Attached]

Source: IDEANOMICS, INC., 10-K, 3/30/2016 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[EX A]: 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.

[EX Q]: DISTRIBUTOR AGREEMENT

1. CERTIFICATION AND IDENTIFICATION:

COMWARE TECHNICAL SERVICES OF 17922 SKY PARK CIRCLE, SUITE E, IRVINE, CALIFORNIA 92614-6414  (COMWARE) certifies that the Products furnished under this agreement by INTERNATIONAL TEST SYSTEMS, INC. OF 4703 SHAVANO OAK, SUITE 102, SAN ANTONIO, TEXAS 78249 (ITS) will be incorporated by COMWARE as a part of COMWARE'S systems which  COMWARE  sells or leases to  unaffiliated  third  parties in the  regular course of  COMWARE'S  business  and that  COMWARE'S  own  contribution  to these systems reflect a verifiable value added.  COMWARE also represents that it is an experienced  user of  computer  equipment  and  software  sufficiently  like the Products,  as  defined  below,  and  that it needs  only  minor  support  in the incorporation of the Products into its lines of business.

2. DEFINITIONS:

    INITIAL DISTRIBUTION      PERIOD:                    April 15, 2000 through October 15,                                 2000 (6 Months from the Effective Date)

    PRODUCTS:                   The CircuiTest 2000S In-Circuit Test System

                                The CircuiTest 2100 Scanner Expansion

    EXCLUSIVE TERRITORIES:      The 48 Contiguous United States

    EFFECTIVE DATE:             The earlier of the date Comware orders and                                 pays for a minimum of $22,710 worth of                                 Products, in any combination, or April 15, 2000.

3. EXCLUSIVE RIGHTS: Upon the effective date of this agreement COMWARE shall have the exclusive right to purchase, at the DISCOUNTS described below, and resell Products to potential customers during the Initial Distribution Period, based on the following terms and conditions:

(a)    COMWARE must purchase no less than $22,710.00 worth of Products, in any        combination,  by April 15, 2000.  This initial order shall be evidenced        by valid  purchase  order from  COMWARE to be  received by ITS no later        than 5:00PM April 1, 2000,  with payment to be received by ITS no later        than April 15,  2000.  In the event  either of these dates are not met,        this Agreement will automatically and immediately terminate and neither        of the parties  hereto will have any  further  obligations,  one to the        other.

(b)    Future  Purchase  Orders  and  delivery  will  approximate  the  15 day        delivery schedule (but not the dates), although payment will be made by        COMWARE to ITS no later than thirty (30) days after  receipt of invoice        from ITS.

(c)    Provided  COMWARE  purchases  the  initial  products  as in (a)  above,        COMWARE  shall have the right to purchase  additional  Products up to a        total of $45,420.00 at the following discounts:

                                       1

     INITIAL DISCOUNTS:

         PRODUCT IDENTIFICATION     SUGGESTED RETAIL PRICE       DISCOUNT        PRICE TO COMWARE -------------------------------------------------------------------------------------------------                                                                                          CircuiTest 2000S           $5,995.00                       45%                 $3,297.25          CircuiTest 2100 Scanner    $2,995.00                       56%                 $1,317.80

        (INTERNATIONAL TEST SYSTEMS RESERVES THE RIGHT TO CHANGE THE RETAIL         PRICE AT ANY TIME, WITH NOTICE TO COMWARE.)

(d)      In the event COMWARE purchases  products in excess of $45,420.00 during          the  Initial  Distribution  Period, COMWARE  shall  have  the  right to          purchase additional Products at the following discounts:

     SUBSEQUENT DISCOUNTS:

         PRODUCT IDENTIFICATION     SUGGESTED RETAIL PRICE       DISCOUNT        PRICE TO COMWARE -------------------------------------------------------------------------------------------------                                                                                          CircuiTest 2000S           $5,995.00                       50%                 $2,997.50          CircuiTest 2100 Scanner    $2,995.00                       60%                 $1,198.00

        (INTERNATIONAL TEST SYSTEMS RESERVES THE RIGHT TO CHANGE THE RETAIL         PRICE AT ANY TIME, WITH NOTICE TO COMWARE.)

4.   RENEWAL  PERIOD:  Provided  that COMWARE  purchases a minimum of $45,420.00      worth of  Products,  in any  combination,  during the Initial  Distribution





     Period,  this Agreement will automatically renew for an additional 6 months      (the Renewal  Period).  In the event COMWARE  purchases an amount less than      $45,420.00, than this Agreement will automatically terminate.

5.   MINIMUM ORDERS TO MAINTAIN AGREEMENT: COMWARE must purchase order a minimum      of $4,200 worth of Products per month during the Renewal Period TO maintain      the terms and conditions of this  Agreement.  In the event COMWARE does not      meet these minimum purchase requirements, this Agreement will automatically      and  immediately  terminate and neither of the parties hereto will have any      further obligations, one to the other.

6. OBLIGATIONS OF COMWARE:

     o Use best efforts to market and sell the Products to customers.      o Provide marketing feedback to ITS.      o Train customers on and demonstrate ITS products.      o COMWARE reserves the right to develop and sell value-added services that        support the sales of ITS systems.      o COMWARE reserves the right to develop their own marketing materials,        brochures, and advertisements for ITS' products at no cost to ITS.      o Communicate with and respond to ITS AND ITS inquires.      o Assist ITS in customer feedback.

                                       2

7. OBLIGATIONS OF ITS:

     o    ITS will deliver working systems no later than 30 days after a hard           copy purchase order is received from COMWARE.      o    ITS will provide free technical support to customers who have           purchased ITS systems for a period of 30 days. After the 30 day free           technical support period, ITS reserves the right to charge a           reasonable fee for additional support.      o    ITS will be solely responsible for the production of brochures           describing the products, and will provide COMWARE with ample space for           placement of business card/label and provide COMWARE with as many           brochures as it may from time to time reasonably require, free of           charge.      o    In event of cancellation of a purchase order, or re-scheduling of any           item on a purchase order beyond the discount period, COMWARE may be           liable for bill back or adjustment of discounts based upon actual           quantities of items delivered within the discount period.      o    COMWARE will not be penalized for delays in delivery caused by ITS, or           any agent of ITS.      o    ITS will use its best efforts to provide a swift and complete           resolution of any product-related problems, whether or not such           problems are covered under the terms of the WARRANTY. In the event           that one of COMWARE'S customers has a problem that is beyond the scope           of COMWARE'S capabilities, ITS will address the problem without delay           in the best interest of customer service.

8.   WARRANTY:  ITS  Products  are  warranted  free from  defects of material or      workmanship  for 3 years after  shipment from the  manufacturer.  Equipment      purchased from ITS, which becomes defective within that time period will be      repaired by ITS at its  headquarters  in San  Antonio,  Texas at no cost to      COMWARE  beyond cost of shipping  the  equipment  to ITS. ITS will bear the      cost of returning the item to COMWARE by UPS,  REGULAR  DELIVERY.  priority      shipping costs will be borne by COMWARE.

     This  warranty  is  contingent  upon  proper  use and  installation  of the      Products and does not cover equipment which has been modified  without ITS'      consent or which has been  subjected  to  unusual  physical  or  electrical      stress or on which the original  identification  marks have been removed or      altered.

9.   DOCUMENTATION AND SUPPORT: ITS will supply with each of the Products      ordered one set of user and technical documentation and one set of software      in reproducible form.

     COMWARE may purchase  additional  copies of the  documentation and software disks at then prevailing prices.

     COMWARE will receive  minimal  assistance  and support from ITS  consistent with the certifications in Section 1.

                                       3

TERMINATION:  except as  specifically  described  elsewhere  in this  agreement,      either ITS or COMWARE shall have the right to terminate this Agreement with      30 days written notice from the other party, for any reason whatsoever.

11.  GOVERNMENT SALES:  COMWARE reserves the right to incorporate,  as extension      of this Agreement,  additional  terms and conditions as may be required for      sale of Products to the US Government.  These terms and conditions  will be      expressly quoted in attachments to subject  purchase  orders.  ITS reserves      the right to reject such purchase orders only under those  conditions where      these terms and  conditions are in conflict with stated policy or corporate      condition of ITS at the time the purchase orders are received.





12.  ENTIRE  AGREEMENT:  This  Agreement  supersedes  all prior  agreements  and      understandings  between the parties  relating to the subject  matter and is      intended by the parties as the  complete  and  exclusive  statement  of the      terms of the Agreement. No modification, addition to or waiver of the terms      and conditions of this Agreement  shall be effective  unless in writing and      signed by the party against whom the same is sought to be enforced.

13.  GOVERNED BY THE STATE OF TEXAS: This Agreement shall be interpreted and      governed by the laws of the State of Texas. Comware agrees to submit to the      jurisdiction of the State of Texas, Bexar County, USA.

INTERNATIONAL TEST SYSTEMS, INC.        COMWARE TECHNICAL SERVICES

BY                                      BY   -------------------------------         ---------------------------------

PRINTED                                 PRINTED        --------------------------              ----------------------------

TITLE                                   TITLE      ----------------------------            ------------------------------

DATE                                    DATE     -----------------------------           -------------------------------

                                       4 
Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
[EX A]:
ITS will provide free technical support to customers who have           purchased ITS systems for a period of 30 days.