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.
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”).
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:
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:
Equity Pledge AgreementEquity Pledge Agreement • October 19th, 2007 • Airmedia Group Inc.
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:
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:
Dated the 7 of June 2007 The persons whose names are set out in Schedule 1 Part A and The corporations whose names are set out in Schedule 1 Part B (Vendors) and AirMedia Group Inc. (Purchaser) Share Exchange Agreement relating to Broad Cosmos...Share Exchange Agreement • October 19th, 2007 • Airmedia Group Inc.
Shares of the Purchaser, and the Series B Investors intend to enter into a new Shareholders Agreement with the Purchaser to, among other things, establish certain matters pertaining to the operation and management of the Purchaser and each other Group Company and to regulate certain rights and obligations among the parties thereto, including with respect to the transfer and voting of shares in the Purchaser (the “New Shareholders Agreement”).
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:
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders Agreement • October 19th, 2007 • Airmedia Group Inc. • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2007, and has been amended and restated as of September 27, 2007, by and among:
SERIES A CONVERTIBLE PREFERRED SHARE PURCHASE AGREEMENTSeries a Convertible Preferred Share Purchase Agreement • October 19th, 2007 • Airmedia Group Inc. • New York
THIS SERIES A CONVERTIBLE PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February 28, 2007 by and among:
Call Option AgreementCall Option Agreement • October 19th, 2007 • Airmedia Group Inc.
Guo Man, Wang Zhenyu and Xu Qing are the citizens of the People’s Republic of China (“China”, except Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan), and hold their respective 51.13%, 38.22% and 10.65% equities in Party C.
SERIES B CONVERTIBLE PREFERRED SHARE PURCHASE AGREEMENTSeries B Convertible Preferred Share Purchase Agreement • October 19th, 2007 • Airmedia Group Inc. • New York
THIS SERIES B CONVERTIBLE PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 26, 2007 by and among:
Amended and Restated Equity Pledge AgreementEquity Pledge Agreement • October 19th, 2007 • Airmedia Group Inc.
Amended and Restated Equity Pledge AgreementEquity Pledge Agreement • October 19th, 2007 • Airmedia Group Inc.
Amended and Restated Call Option AgreementCall Option Agreement • October 19th, 2007 • Airmedia Group Inc.
Party B: Guo Man, Wang Zhenyu, Xu Qing and Zhang Xiaoya (hereafter individually a “Shareholder” and collectively the “Shareholders”)
ContractAgreement for the Transfer and Assumption of Various Obligations and Rights Under the Share Purchase Agreement • October 19th, 2007 • Airmedia Group Inc. • New York
WHEREAS, certain of the parties hereto are parties to the Series A Convertible Preferred Share Purchase Agreement and all schedules and exhibits attached thereto, dated 28 February 2007 (the “Share Purchase Agreement”), by and among Broad Cosmos Enterprises Ltd., a company organized and existing under the laws of the British Virgin Islands (“Broad Cosmos”), Global Gateway Investments Limited (“Global Gateway”) an international business company organized under the laws of the British Virgin Islands, Guo Man and the Existing Group Companies as therein defined;
