Exhibit 4.42


 


Technology Development Agreement


 


This Technology Development Agreement (the
“Agreement”) is entered into by and between the following Parties on June 5th, 2015 in Beijing, People’s
Republic of China (“China”):


 


Party
A: AirMedia Technology (Beijing) Co., Ltd.


 


Party B: AirMedia Online Network Technology
Co., Ltd.


 


WHEREAS,


 


(1) Party A is a wholly foreign-owned enterprise
incorporated in accordance with laws with strong technology development capacity and ample experiences in respect of technology
development services;


 


(2) Party B requires a professional technology
company to provide technology development services in the course of its operation and management.


 


NOW, THEREFORE, Party A and Party B, through
friendly negotiation and abiding by the principle of equality and mutual benefit, hereby agree as follows:


 


		1	Technology Development Services



 


		1.1	Subject to the terms and conditions hereof, Party A agrees to provide technology development services
to Party B and Party B agrees to accept the technology development services provided by Party A.



 


		1.2	Party B shall actively assist Party A in fulfilling the abovementioned services, including, but
not limited to, providing related data, technology requirements, explanation, etc.



 


		1.3	The valid term of this Agreement shall be ten (10) years. Both parties agree that the term
of this Agreement shall renewed automatically for ten (10) years upon expiry, unless a party provides notice of termination
to the other party at least twenty (20) days prior to the expiration of this Agreement.



 


		2	Exclusivity



 


Party A is the exclusive provider
providing the technology development services hereunder to Party B. Except with Party A’s prior written consent, Party B
shall not accept identical or similar technology development services provided by any third party.


 


		3	Intellectual Property Rights



 


Any and all intellectual property
rights arising from the performance of this Agreement, including, but not limited to, copyright, patent right and technology know-how
shall belong to Party A. Party B shall not be entitled to any right except those as specified herein. Both parties agree that this
article shall survive the change, cancellation or termination of this Agreement.


 






     


     


    




 


		4	Service Fee



 


		4.1	Both parties agree that as a consideration for the technology development services rendered by
Party A to Party B under Article 1.1 herein, Party B shall pay Party A the service fee pursuant to the stipulations of this Agreement.
The amount of service fee and method of payment are set forth in the annex hereto. This annex may be amended on the basis of implementation
after negotiations between both parties.



 


		4.2	Each party shall bear the taxes payable by it in connection with the execution or performance of
this Agreement in accordance with laws. As requested by Party A, Party B shall endeavor to assist Party A in obtaining the VAT
exemption for all or part of its technology development service fee income under this Agreement, including, but not limited to,
providing related documents and signing written agreements, meeting the format requirements of declaration to competent authority
for science and technology with Party A with respect to the specific service items within the scope of this Agreement from time
to time, but the execution of these documents shall be subject to the following conditions: (1) the terms of such written
agreements shall be consistent with the terms of this Agreement in principle and not in conflict with the terms of this Agreement;
and (2) the execution of such documents shall not violate laws and regulations.



 


		4.3	Party B’s shareholders will provide a pledge security to Party A for the technology development
service fee payable by Party B under this Agreement by pledging their equity interest in Party B.



 


		5	Confidentiality



 


This Agreement itself and all
terms hereof are confidential information. Neither party shall disclose such information to any third party except its senior officers,
directors, employees, agents and professional consultants relating to this project; unless the information about this document
is disclosed to government, the public or shareholders in accordance with laws or this document is filed with related institution
for record.


 


This article shall survive the
change, cancellation or termination of this Agreement.


 


		6	Liabilities for Breach of Contract



 


Where either party fails to
perform any of its obligations hereunder, or any of its representations or warranties hereunder is materially untrue or inaccurate,
such party shall be deemed to have breached this Agreement and shall be held liable for all the losses thus incurred to the other
party.


 


		7	Force Majeure



 


Should either party be prevented
from performing this Agreement due to force majeure, the party prevented shall notify the other party by cable, fax or other electronic
means without any delay and provide any written documentary evidence of such force majeure within fifteen (15) working days.
Both parties may negotiate whether or not to terminate this Agreement or exempt part of the obligations under this Agreement or
delay the performance of this Agreement depending on the effect of such event of force majeure upon the performance of this Agreement.


 






     


     


    




 


		8	Entire Agreement



 


Both parties acknowledge that
once this Agreement becomes effective, it constitutes the entire agreement and understanding between both parties with respect
to the subject matter hereof and supersedes and replaces all prior oral and/or written agreements and understandings between both
parties with respect to the subject matter hereof.


 


		9	Supplementary Provisions



 


		9.1	Any dispute arising from the performance of this Agreement shall be solved by both parties through
amicable negotiations. If the dispute is not resolved, such dispute shall be submitted to Beijing Arbitration Commission for arbitration
in accordance with its arbitration rules. The venue of arbitration shall be in Beijing and the arbitral award shall be final.



 


		9.2	The annex attached hereto shall form an integral part of this Agreement and has the same effect
as the remainder of this Agreement.



 


		9.3	This Agreement shall come into effect on the date of signing by both parties.



 


		9.4	This Agreement may be executed in Chinese in two (2) counterparts, each party shall hold one (1) counterpart.



 


[No text below]


 




     


     


    




 


(Signature
Page)


 


Party A: AirMedia Technology (Beijing)
Co., Ltd.


 


Signature:/s/ Guo
Man



 


Name: Guo Man


 


Title: Legal Representative



 


Common seal: AirMedia Technology (Beijing) Co., Ltd.


 


AirMedia Online Network
Technology Co., Ltd.


 


Signature:/s/ Xu
Qing



 


Name: Xu Qing


 


Title: Legal Representative



 


Common seal: AirMedia Online Network Technology Co., Ltd.


 




     


     


    

  


Annex


 


Service Fee Calculation Standard


 


		1	Party A and Party B agree that Party B shall pay technology development service fee to Party A
according to the following requirements:



 


		1)	In the first month of each year (for the first year, shall refer to the next month after the signing
of this Agreement), Party A and Party B shall determine the annual service fee amount of this year. The annual service fee amount
confirmed by both parties shall be annexed to this Agreement respectively.



 


		2)	When determine annual service fee amount, both parties may fully consider to adjust the technology
development service fee of the year based on the following factors, including, but not limited to:



 


		a)	The number of the employees to be assigned by Party A to render services for Party B and the qualification
of these employees;



 


		b)	The time proposed for Party A’s employees to provide services;



 


		c)	The specific contents and value of the services rendered by Party A;



 


		d)	Whether use licenses are provided to Party B with respect to specific technologies (including patented
and non-patented technologies) during the provision of technology development;



 


		e)	The internal relations between Party A’s technology development and Party B’s operating
income.



 


		3)	Party B shall pay the said annual service fee averagely on a quarterly basis. Party B shall, within
fifteen (15) working days prior to end of each quarter, pay the service fee amount of this quarter to the bank account designated
by Party A.



 


		2	If Party A is of the opinion that the fee as set out in Article 1 of this Annex becomes inappropriate
for the change of objective situation and needs to be adjusted, Party B shall, within seven (7) working days after receiving
the written request about fee adjustment from Party A, negotiate with Party A actively and in good faith so as to determine the
new billing standard or system.