On May 10, 2012, at the Company's request, the Chairman and Chief Executive Officer of YOU On Demand Holdings, Inc. (the "Company"), Mr. Shane McMahon, made a loan to the Company in the amount of $3,000,000. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3,000,000 (the "Note").

On May 21, 2012, at the Company's request, the Company and Mr. McMahon entered into Amendment No. 1 to the Note (the "Amendment"), pursuant to which the price per share at which this Note, or any convertible Securities into which this Note is converted, may be converted into shares of the Company's common stock, shall not be less than $4.75, which amount represents the closing bid price of the Company's common stock on the trading day immediately prior to the date of the Note in accordance with the rules and regulations of The Nasdaq Stock Market, Inc.

The foregoing description of the Amendment is qualified in its entirety by reference to the actual Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit No.   Description
  10.1        Amendment No. 1 to Convertible Promissory Note, dated
              May 21, 2012, between the Company and Shane McMahon.