AGREEMENT AND PLAN OF MERGER among AIRMEDIA HOLDINGS LTD., AIRMEDIA MERGER COMPANY LIMITED and AIRMEDIA GROUP INC. Dated September 29, 2015Agreement and Plan of Merger • 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”).
LIMITED GUARANTEELimited Guarantee • September 30th, 2015 • Airmedia Group Inc. • Services-advertising agencies • New York
Limited Guarantee, dated as of September 29, 2015 (this “Limited Guarantee”), by Mr. Herman Man Guo, Wealthy Environment Limited (“Wealthy Environment”), Ms. Dan Shao and Global Earning Pacific Limited (“Global Earning”, together with Mr. Herman Man Guo, Wealthy Environment and Ms. Dan Shao the “Guarantors”, and each a “Guarantor”), in favor of AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Guaranteed Party, AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and 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”). Capitalized terms used herein but not otherwise
