INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2007 • Airmedia Group Inc. • New York
This Indemnification Agreement (this “Agreement”) is entered into as of [ ], 2007 by and between AirMedia Group Inc., a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
DEPOSIT AGREEMENTDeposit Agreement • November 2nd, 2007 • Airmedia Group Inc. • American depositary receipts • New York
DEPOSIT AGREEMENT dated as of , 2007 (the “Deposit Agreement”) among AIRMEDIA GROUP INC. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2007 • Airmedia Group Inc. • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of , by and between AirMedia Group Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates (collectively, the “Group”).
AGREEMENT AND PLAN OF MERGER among AIRMEDIA HOLDINGS LTD., AIRMEDIA MERGER COMPANY LIMITED and AIRMEDIA GROUP INC. Dated September 29, 2015Merger Agreement • September 30th, 2015 • Airmedia Group Inc. • Services-advertising agencies • New York
AGREEMENT AND PLAN OF MERGER, dated September 29, 2015 (this “Agreement”), among AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), AirMedia Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
RIGHTS AGREEMENT dated as of August 13, 2020 between AirNet Technology Inc. and American Stock Transfer & Trust Company, LLC as Rights AgentRights Agreement • August 13th, 2020 • Airnet Technology Inc. • Services-advertising agencies • New York
RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of August 13, 2020, between AirNet Technology Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
Supplementary Agreement to the Amended and Restated Technology Support and Service AgreementTechnology Support and Service Agreement • April 30th, 2008 • Airmedia Group Inc. • American depositary receipts
Whereas Party A and Party B have entered into an “Amended and Restated Technology Support and Service Agreement” (hereinafter referred to as the “Original Agreement”) on June 14, 2007 in relation to the engagement of Party A by Party B to provide technology support and technology service, the two parties hereby agree to amend and supplement the Original Agreement by entering into this supplementary agreement (hereinafter referred to as “this Agreement”), with the following specific terms:
Supplementary Agreement to the Amended and Restated Technology Development AgreementTechnology Development Agreement • April 30th, 2008 • Airmedia Group Inc. • American depositary receipts
Whereas Party A and Party B have entered into an “Amended and Restated Technology Development Agreement” (hereinafter referred to as the “Original Agreement”) on June 14, 2007 in relation to the engagement of Party A by Party B to provide technology development service, the two parties hereby agree to amend and supplement the Original Agreement by entering into this supplementary agreement (hereinafter referred to as “this Agreement”), with the following specific terms:
INVESTMENT AGREEMENTInvestment Agreement • April 6th, 2022 • Airnet Technology Inc. • Services-advertising agencies • New York
This INVESTMENT AGREEMENT, dated as of April 6, 2022 (this “Agreement”), by and among (i) AirNet Technology Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), (ii) Mr. Herman Man Guo, a Chinese citizen with passport number E89268785, (iii) Mrs. Dan Shao, a Chinese citizen with passport number E81428582 (together with Mr. Guo, collectively the “Founder”), and (iv) Unistar Group Holdings Ltd., a private company limited by shares incorporated in the British Virgin Islands (the “Investor”).
DATED October 31, 2017 AIRMEDIA HOLDINGS LTD. as Parent AIRMEDIA MERGER COMPANY LIMITED as Merger Sub DAN SHAO as Mortgagor HERMAN MAN GUO as Founder AIRMEDIA GROUP INC. as Company AND AIRMEDIA TECHNOLOGY (BEIJING) CO., LTD. as WFOE REAL PROPERTY...Real Property Mortgage • November 16th, 2017 • Airmedia Group Inc. • Services-advertising agencies
Amended and Restated Technology Support and Service AgreementTechnology Support and Service Agreement • October 19th, 2007 • Airmedia Group Inc.
NOW, THEREFORE, Party A and Party B, through friendly negotiations and abiding by the principle of equality and mutual benefit, hereby agree as follows:
FORM OF WARRANT AGREEMENTWarrant Agreement • April 6th, 2022 • Airnet Technology Inc. • Services-advertising agencies • New York
This Warrant is issued to Unistar Group Holdings Ltd., a private company limited by shares incorporated in the British Virgin Islands (the “Warrantholder”), by AirNet Technology Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), in connection with the investment agreement dated April 6, 2022 entered into by and among Unistar Group Holdings Ltd., Mr. Herman Man Guo, Mrs. Dan Shao and the Company (the “Investment Agreement”), and the warrant agreement dated April 6, 2022 entered into by Norther Shore Group Limited (the “Other Investor”) and the Company (together with the Investment Agreement, the “Transaction Documents”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Investment Agreement.
AIRNET TECHNOLOGY INC. INVESTOR REPURCHASE AGREEMENTInvestor Repurchase Agreement • April 26th, 2024 • Airnet Technology Inc. • Services-advertising agencies • Hong Kong
This Investor Repurchase Agreement (this “Agreement”) is made as of March 19, 2024 by and among the following parties (each a “Party” and collectively, the “Parties”):
34,500,000] ordinary shares AIRMEDIA GROUP INC. ORDINARY SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2007 • Airmedia Group Inc. • American depositary receipts • New York
Amended and Restated Technology Development AgreementTechnology Development Agreement • October 19th, 2007 • Airmedia Group Inc.
NOW, THEREFORE, Party A and Party B, through friendly negotiations and abiding by the principle of equality and mutual benefit, hereby agree as follows:
Business Cooperation ContractBusiness Cooperation Contract • October 19th, 2007 • Airmedia Group Inc.
NOW THEREFORE, Party A and Party B, abiding by the principle of equality and voluntariness and through friendly negotiations, hereby agree as follows:
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • April 26th, 2024 • Airnet Technology Inc. • Services-advertising agencies
This Share Subscription Agreement (this “Agreement”) is made as of February 8, 2024 by and between AirNet Technology Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and Wealthy Environment Limited, a company incorporated in the British Virgin Islands (the “Subscriber”), which is wholly owned by Mr. Herman Man Guo, the chairman of the board of directors and interim chief financial officer of the Company.
Call Option AgreementCall Option Agreement • April 28th, 2009 • Airmedia Group Inc. • American depositary receipts
Equity Interest Transfer Agreement In respect of AirMedia Group Co., Ltd.Equity Interest Transfer Agreement • May 16th, 2016 • Airmedia Group Inc. • Services-advertising agencies
This Equity Interest Transfer Agreement in respect of AirMedia Group Co., Ltd. (hereinafter referred to as the “Agreement”) is entered by the following Parties on June 15th, 2015 in Beijing, PRC.
Equity Pledge AgreementEquity Pledge Agreement • April 28th, 2009 • Airmedia Group Inc. • American depositary receipts
NOW, THEREFORE, Party A, Party B and Party C, through friendly negotiations, hereby agree on and promise to abide by the following terms:
Supplementary Agreement to The Amended and Restated Call Option AgreementSupplementary Agreement to the Amended and Restated Call Option Agreement • April 24th, 2015 • Airmedia Group Inc. • Services-advertising agencies
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 6th, 2008 • Airmedia Group Inc. • American depositary receipts
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, of AirMedia Group Inc., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Supplementary Agreement to the Amended and Restated Equity Pledge AgreementEquity Pledge Agreement • April 28th, 2009 • Airmedia Group Inc. • American depositary receipts
Equity Transfer Agreement Between Beijing Linghang Shengshi Advertising Co.,Ltd. Guo Man Xu Qing and Jiangsu Hongzhou Investment Co., Ltd. on Airmedia Group Co., Ltd. Nov. 1, 2018Equity Transfer Agreement • November 7th, 2018 • Airmedia Group Inc. • Services-advertising agencies
This Equity Transfer Agreement (hereinafter referred to as “the Agreement”) was signed by and between the parties below on Nov. 1, 2018 in Beijing:
ContractSupplementary Agreement • October 17th, 2018 • Airmedia Group Inc. • Services-advertising agencies
Supplementary Agreement for the Memorandum Regarding Continued Implementation of the Agreement on Equity Transfer of AirMedia Group Co., Ltd. and Its Supplementary Agreement
Supplementary Agreement to the Loan AgreementSupplementary Agreement to the Loan Agreement • April 28th, 2009 • Airmedia Group Inc. • American depositary receipts
Exclusive Call Option Agreement With respect to AirMedia Online Network Technology Co., Ltd.Exclusive Call Option Agreement • May 16th, 2016 • Airmedia Group Inc. • Services-advertising agencies
This Exclusive Call Option Agreement (the “Agreement”) is entered into by and among the following Parties on June 5th, 2015 in Beijing, People’s Republic of China (“China”):
Cooperation Agreement for the Establishment of Advertising CompanyCooperation Agreement • April 25th, 2014 • Airmedia Group Inc. • Services-advertising agencies
Equity Pledge AgreementEquity Pledge Agreement • October 19th, 2007 • Airmedia Group Inc.
Supplementary Agreement for the Memorandum Regarding Continued Implementation of the Agreement on Equity Transfer of AirMedia Group Co., Ltd. and Its Supplementary AgreementSupplementary Agreement • April 30th, 2019 • Airmedia Group Inc. • Services-advertising agencies
Equity Transfer AgreementEquity Transfer Agreement • April 26th, 2024 • Airnet Technology Inc. • Services-advertising agencies
This Equity Transfer Agreement (hereinafter referred to as “this Agreement”) is signed by and between the following partis on 02 February 2024 in Chaoyang District Beijing the People’s Republic of China (hereinafter referred to as “China”):
Technology Support and Service AgreementTechnology Support and Service Agreement • October 19th, 2007 • Airmedia Group Inc.
NOW, THEREFORE, Party A and Party B, through friendly negotiations and abiding by the principle of equality and mutual benefit, hereby agree as follows:
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 27th, 2016 • Airmedia Group Inc. • Services-advertising agencies
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 27, 2016, among AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), AirMedia Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”) and AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
Supplementary Agreement to the Call Option AgreementSupplementary Agreement to the Call Option Agreement • April 28th, 2009 • Airmedia Group Inc. • American depositary receipts
Amended and Restated Call Option AgreementCall Option Agreement • October 19th, 2007 • Airmedia Group Inc.
Now therefore, the Parties hereby enter into this Agreement with respect to Party A purchasing the equities held by the Shareholders in Party C, on and subject to the terms and conditions as set forth below:
TERMINATION AGREEMENTTermination Agreement • December 28th, 2017 • Airmedia Group Inc. • Services-advertising agencies
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of December 27, 2017 by and among AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), AirMedia Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
