Exhibit 4.39


Equity Interest Transfer Agreement


 


In respect of AirMedia
Group Co., Ltd.


 


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.


 


1. AirMedia Group Inc. (“AirMedia”)
is a company incorporated and lawfully subsists under the laws of the Cayman Islands and listed on NASDAQ, Nasdaq symbol: AMCN.


 


2.
AirMedia Technology (Beijing) Co., Ltd. (the “AirMedia Technology”) is a
company incorporated and lawfully subsists under the laws of the PRC, with Business License number 110000410272072, and the registered
address is Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing, the legal representative is
Guo Man.


 


3. Beijing AirMedia Shengshi Advertising Co.,
Ltd. (the “AirMedia Shengshi” or the “Seller”) is a company incorporated and lawfully subsists
under the laws of the PRC, with Business License number 110104002566818, and the registered address is 1-0361 F1, Building No.
22, Xuanwumen East Avenue, Xuanwu District, Beijing, the legal representative is Guo Man.


 


4.
Guo Man, PRC citizen, ID number                          , address                                       .


 


5. Beijing Londe Wenchuang Investment Fund
Management Co., Ltd. (the Longde Wenchuang”) is a company incorporated and lawfully subsists under the laws of the
PRC, with Business License number 110101017080943, the registered address is No.11116, Building 37, Hepingli Ease Avenue No.11,
Dongcheng District, Beijing, the legal representative is Xing Hongwang.


 


(The above parties are respectively referred
to as a Party, together referred to as Parties under this Agreement, among them, AirMedia, AirMedia Technology, AirMedia Shengshi
and Guo Man are on one side and Longde Wenchuang and Longde Wenchuang Fund are on the other side of this transaction.)


 




     


     


    

 


Definition


 


Unless otherwise defined in this Agreement,
the following words shall have the following meanings:


 


“Target Company” or “AirMedia
Advertising” means AirMedia Group Co., Ltd.


 


“AirMedia Shengshi” means Beijing
AirMedia Shengshi Co., Ltd.


 


“AirMedia” means AirMedia Group
Inc., a company listed on NASDAQ


 


“AM China” means AirMedia (China)
Limited, subsidiary indirectly controlled by AirMedia


 


“Shenzhen AirMedia” means Shenzhen
AirMedia Information Technology Co., Ltd., wholly-owned subsidiary of AM China


 


“AirMedia Jinshi” means Beijing
AirMedia Advertising Co., Ltd., wholly-owned subsidiary of the Target Company


 


“AirMedia Lianhe” means Beijing
AirMedia Lianhe Advertising Co., Ltd., wholly-owned subsidiary of the restructured Target Company


 


“AirMedia Outdoor” means AirMedia
City (Beijing) Outdoor Advertising Co., Ltd., wholly-owned subsidiary of the Target Company


 


“Tianjin Jinshi” means Tianjin
AirMedia Advertising Co., Ltd., grandson company of the Target Company


 


“Guangxi Dingyuan” means Guangxi
Dingyuan Media Limited Liability Company, shareholding company of the Target Company


 


“Qingdao AirMedia” means Qingdao
Airport AirMedia Media Co., Ltd., shareholding company of the Target Company


 


“AirMedia Jinsheng” means Beijing
AirMedia Jinsheng Advertising Co., Ltd., shareholding company of AirMedia Jinshi


 


“AirMedia Technology” means AirMedia
Technology (Beijing) Co., Ltd., wholly-owned subsidiary of AM China


 


“Xi’an AirMedia” means Xi'an
AirMedia Chuangyi Technology Co., Ltd., wholly-owned subsidiary of AM China


 


“AirMedia Yuehang” means Beijing
Yuehang Digital Media Advertising Co., Ltd.


 


“Dayun Culture” means Beijing
Dayun Culture Communication Co., Ltd.


 




     


     


    

 


“Longde Wenchuang” means Beijing
Londe Wenchuang Investment Fund Management Co., Ltd.


 


“Longde Wenchuang Fund” or “the
Buyer” means private investment fund established/ intends to be established/appointed by Longde Wenchuang


 


“Existing Shareholder” means AirMedia
Shengshi, Guo Man, Xu Qing, Zhang Xiaoya collectively


 


“Seller” means AirMedia Shengshi


 


“This Equity Interest Transfer”
or “This Transaction” means a private investment fund established/ intends to be established/appointed by Longde Wenchuang
to purchase the 75% equity interest held by AirMedia Shengshi in AirMedia Advertising by fund actually raised


 


“Target Business” or “New
AirMedia Advertising Business” means AirMedia Advertising’s media business in airports (excluding Digial TV screens
in airports and TV-attached digital frames) and all the billboard and LED media outside of airports (excluding gas station media
network and digital TV screens on airplanes) after the assets, business, equity interest and personnel restructure under this Agreement


 


“New AirMedia Advertising” means
AirMedia Advertising after the assets, business, equity interest and personnel restructure under this Agreement, including its
holding subsidiaries /shareholding companies AirMedia Jinshi, AirMedia Lianhe, AirMedia Outdoor, Tianjin Jinshi, Guangxi Dingyuan,
Qingdao AirMedia


 


“Target Equity” means 75% equity
interest held by AirMedia Shengshi in AirMedia Advertising


 


“Closing of the Transfer of Equity”
means the related registration formality of the transferring the equity to the equity transferee in accordance with the law and
regulations where the Target Company registered, in PRC it means the change in business registration with Administration for Industry
and Commerce


 


“Covered Period” means Year 2015,
2016, 2017 and 2018


 


“Restructuring Audit Cut-off Date”
means the last day of the month on completion of removal of the VIE structure of AirMedia Advertising and the restructure of assets,
equity interest and personnel apart from which set forth in Article 4.1 of this Agreement


 


“Removal of the VIE structure of AirMedia
Advertising” means AirMedia Technology, AirMedia Advertising and its existing shareholders (AirMedia Shengshi, Guo Man, Xu
Qing, Zhang Xiaoya) terminate the VIE agreements controlling AirMedia Advertising, including, but not limited to, Loan Agreement,
Technology Development Agreement, Technology Support and Service Agreement, Equity Pledge Agreement, Call Option Agreement, Power
of Attorney and their amended and restated agreements, and released the equity pledge registration; Shenzhen AirMedia has completed
business registration of enlarging business scope with advertising business, and purchased 25% equity interest AirMedia Shengshi,
Guo Man, Xu Qing, Zhang Xiaoya hold in AirMedia Advertising collectively, and completed all necessary formalities such as permit,
change of business registration


 




     


     


    

 


“VIE Agreements” means agreements
entered by AirMedia Technology, AirMedia Advertising and its existing shareholders (AirMedia Shengshi, Guo Man, Xu Qing, Zhang
Xiaoya) controlling AirMedia Advertising, including, but not limited to, Loan Agreement, Technology Development Agreement, Technology
Support and Service Agreement, Equity Pledge Agreement, Call Option Agreement, Power of Attorney and their amended and restated
agreements


 


“Transition Period” means the
period from the execution date of this Agreement till June 30, 2016


 


“Agreement”
means Equity Interest Transfer Agreement in respect of AirMedia
Group Co., Ltd. and its supplement agreement, annexes attached and ect.


 


“Constitutional Documents”
means the division of authority/power related to the government, governmental requirements of the constitutional documents and
decision making, article of association, business license, permission certificate, shareholder agreement, or the equivalent management
or constitutional documents of the company


 


“Encumbrance” means defect of
ownership such as lien, mortgage, security right and interest, pledge, seal up, freeze or transfer limitation or other right claim,
burden, or flaw in any nature set on any asset or asset right and interest, including any limitation on using, voting, transfer
limiting of obtained revues, and on exercising the ownership in other measures.


 


“Losses” means any and all claim,
deficiency, indebtedness, compensation (including penalty, fine and administrative, criminal or civil verdict or settlement), expenses
and costs (including reasonable legal fees, financial fee and consulting fee)


 


“China” means People’s Republic
of China, shall not including Hong Kong Special Administrative Region, China, Macau Special Administrative Region, China,
and Tai Wan District


 


“Laws of the PRC” means the current
effective laws, Administrative regulations, administrative rules and regulations, and normative documents of China


 


“RMB” means RMB Yuan, the legal
tender in China


 




     


     


    

 


Whereas:


 


		1.	AirMedia
Group Co. Limited (the “AM Advertising “) is a limited liability company incorporated and lawfully subsists
under the laws of the PRC with registered capital of RMB50,000,000.00. As of the execution date of this Agreement, the current
equity structure of AirMedia Advertising is as follows: 96.76%
of the equity interest being held by AirMedia Shengshi; 2.833% by Guo Man; 0.241% by Xu Qing; and 0.166% by Zhang Xiaoya.



 


		2.	AirMedia is a company incorporated and lawfully
subsists under the laws of the Cayman Islands and listed on the
NASDAQ, its actual controller is Mr. Guo Man. AirMedia controls AirMedia Advertising, AirMedia Shengshi and two other PRC-incorporated
companies via its wholly foreign-owned enterprise AirMedia Technology by means of VIE structure. 



 


		3.	AirMedia Advertising intends to take over all AirMedia’s media business in airports (excluding
Digial TV screens in airports and TV-attached digital frames) and all the billboard and LED media outside of airports (excluding
gas station media network and digital TV screens on airplanes) (the “Target Business” or “New AirMedia
Advertising Business”) and the related assets, equity interest and personnel under AirMedia Advertising or its subsidiaries,
and to spin off its business, assets, equity interest and personnel which are non-New AireMedia Advertising Business (the “Internal
Restructuring of AirMedia Advertising”). Furthermore, AirMedia and AirMedia Technology intend to terminate the VIE structure
among them and AirMedia Advertising, and Shenzhen AirMedia will hold 25% equity interest of AirMedia Advertising (the “Removal
of the VIE structure of AirMedia Advertising”).



 


		4.	Longde Wenchuang is a private equity fund
management company registered with the China Securities Investment Fund Association. It has established/ intends to establish or
appoint a private investment fund (the “Longde Wenchuang Fund”) which
will be with the fund actually raised, the transferee of the 75% equity interest held by AirMedia Shengshi in AirMedia Advertising.




 


		5.	Shenzhen AirMedia is a wholly foreign-owned enterprise incorporated and lawfully subsists under the
laws of the PRC with registered capital of RMB700,000,000.00. Its sole shareholder AM China holds 100% equity interest of it. Shenzhen
AirMedia intends to be the transferee of 25% equity interest of AirMedia Advertising.



 


		6.	After the transfer of equity interest of
AirMedia Advertising ito Longde Wenchuang Fund, AirMedia Advertising
will be seeking to, via subsequent capital operation, be acquired by a PRC listed company/ an unlisted public company in National
Equities Exchange and Quotations (the “NEEQ”), or launch an independent IPO/NEEQ listing (the “Capital Operation”).




 


NOW, THEREFORE, Parties, through amicable
negotiations, hereby agree in respect of the transfer of equity interest of AirMedia Advertising and the relevant matters as follows:
1 Transaction and Consideration


 


		1.1	All Parties acknowledge and agree, AirMedia Shengshi
agrees to sell 75% of the equity in AirMedia Advertising to Longde Wenchuang Fund, which reflects AirMedia Advertising’s
registered capital of RMB 37,500,000.00. Before or after the Transaction, Longde Wenchuang is entitled to request AirMedia Shengshi
to complete relevant restructuring under the terms of this Agreement.



 


		1.2	All Parties agree, the consideration of the Transaction
is RMB 2,100,000,000.00, which is calculated on the basis of 2015 year audited net profit before or after adjustment for non-recurring
gains and losses, whichever is less (net profit before restructure audit cut-off date is calculated in accordance with stimulated
profit from amalgamation, net profit after restructure audit cut-off date is calculated in accordance with estimated profit from
amalgamation), in relation to the Target Business, which is RMB 200,000,000.00 and 14 times price earnings ratio.



 


		1.3	After this Transaction, Longde Wenchuang Fund will hold
75% equity of AirMedia Advertising (reflecting AirMedia Advertising’s registered capital of RMB 37,500,000.00).



 


		2	The Payment
for Consideration of Equity Interest Transfer 



 


		2.1	All Parties agree that the consideration will be paid
in following two installments:



 




     


     


    

 


		2.1.1	The first installment payment



 


The first installment payment of
RMB 800,000,000.00 is required to be paid by Longde Wenchuang Fund to AireMedia Shengshi within 15 working days after the execution
of this Agreement and the fulfillment, or the right to waive by Longde Wenchuang Fund, of following conditions precedent:


 


			1)  AirMedia Advertising has completed the equity restructuring in accordance with Article 4.3.1
hereunder.



 


			2)  The key management members of AirMedia Advertising (as set forth in Annex 1) shall each have
entered into an employment contract for a term of five years or more (starting from the execution date of this Agreement), and
a confidentiality and non-competition letter agreement for a term of two years in and after the termination of employment (as set
forth in Annex 2), undertaking that in any time after the execution of this Agreement, they shall not (within and outside of PRC),
directly or indirectly operate, own, purchase, engage in identical or same business or activities of New AirMedia Advertising Business
through other direct or indirect controlling business entities, individuals; they shall not have any position or be employed as
consultant, partner, shareholder, investor, management officer, employee in any company or other business entity which have or
may have competing business with New AirMedia Adverting Business, or have direct economical exchange with AirMedia Advertising,
or obtain any interest; they shall not render in businesses that are identical or same, or that maybe identical or the same with
AirMedia Advertising to the AirMedia Advertising’s current client in a name other than AirMedia Advertising; AirMedia, its
actual controller Guo Man and the related key members have entered into a non-competition agreement (as set forth in Annex 3),
undertaking that in any time after the execution of this Agreement, they shall not, other than in AirMedia Advertising (within
and outside of PRC), directly or indirectly operate, own, purchase, engage in identical or the same business or activities as New
AirMedia Advertising Business through other direct or indirect controlling business entities, individuals; they shall not have
any position or be employed as consultant, partner, shareholder, investor, manage officer, employee in any company or other business
entity which have or may have competing business with New AirMedia Adverting Business, or have direct economical exchange with
AirMedia Advertising, or obtain any interest; they shall not render in businesses that are identical or same, or that maybe identical
or the same as AirMedia Advertising to the AirMedia Advertising’s current client in a name other than AirMedia Advertising



 


			3)   The due diligence report and relevant legal opinions issued by a law firm hired by Longde
Wenchuang after performing due diligence on AirMedia Advertising are acceptable to Longde Wenchuang;



 


			4)   The financial report issued by an accounting firm hired by the Longde Wenchuang after performing
its due diligence on AirMedia Advertising is acceptable to the Longde Wenchuang;



 


			5)  AirMedia, AirMedia Technology, the existing shareholders of AirMedia Advertising and Longde
Wenchuang have completed all necessary internal procedures and obtained approval to enter into and execute the relevant legal documents;



 


			6)  All Parties have signed all the
necessary legal instruments related with the Transaction, including, but not limited to the Capital Contribution Transfer Agreement,
the Amended Article of Association of AirMedia Advertising and
shareholders' resolution of AirMedia Advertising and other documents for change in business registration; 



 


			7)   Each Party undertakes the representation and warranties in this Agreement.



 


2.1.2 The second installment payment


 


Longde Wenchuang shall, subject
to this Agreement, hire accountant to re-audit the restructured AirMedia Advertising. The second installment of RMB 1,300,000,000.00
is required to be paid by Longde Wenchuang Fund within 15 workings days after the recognition of audit report by Longde Wenchuang
and the fulfillment of following conditions precedent:


 




     


     


    

 


			1)  The termination of the equity interest transfer agreement with Shenzhen LianTronics Corp.
("Liantronics") regarding the transfer of 5% equity of AirMedia Advertising to Liantronics;



 


			2)  75% equity of AirMedia Advertising has been transferred to Longde Wenchuang Fund and completed
change in business registration;



 


			3)  The removal of the VIE structure of AirMedia Advertising in accordance with Article 5.2 hereunder
is completed and confirmed by legal and financial consultant hired by Longde Wenchuang;



 


			4)  After the restructuring, AirMedia
Advertising is expected to own and operate all AirMedia's media business in airports (excluding Digital TV screens in airports
and Digital Display Cabinet system) and all the billboard and LED media outside of airports (excluding gas station media network
and digital TV screens on airplanes), including all the media resources, clients resources, team, and
trademark related (collectively, the "Target Business"),
and keep the independence of assets, business, employees and salaries of restructured AirMedia Advertising. After the restructuring,
all AirMedia's businesses other than the Target Businesses, including assets and employees, will be transferred out of AirMedia
Advertising and will not form part of the subject business under the Transaction;



 


			5)  As of the restructure audit cut-off
date, the audited fixed assets net value shall not be less than RMB 150,000,000.00, net cash flow (cash and cash equivalent balance
plus net value of operating activities receivables minus net value of operating activities payables) shall not be less than RMB
350,000,000.00 (monetary fund balance shall not be less than RMB 150,000,000.00 and the composition of net value of operating activities
receivables and net value of operating activities payables shall be determined by management team), the audited net asset shall
not be less than RMB 500,000,000.00; however, the asset as set forth in Article 4.1.3 shall
not be included in the scope of the audit; 



 


			6)  The completion of clearing outstanding receivables and payables among AirMedia Advertising,
AirMedia and other affiliated parties (as set forth in Annex 4), the balance is expected to be zero (the recognition of affiliated
parties shall be subject to the accountant report);



 


			7)  AirMedia Advertising, the Seller and other shareholders confirm and undertake that, as of
restructure audit cut-off date, AirMedia Advertising has no significant violation of laws, regulations or breach of contracts;



 


			8) Each Party undertakes the Representation and Warranties in this Agreement. The Seller undertakes
that the above (1)-(6) conditions precedent shall be fulfilled no later than September 30, 2015.



 


		2.2	All Parties agree to sign the Amended Article of Association
of AirMedia Advertising, resolution of AirMedia Advertising, Capital Contribution Transfer Agreement and other instruments in
order to complete the change in business registration. If it is not regulated in the Capital Contribution Transfer Agreement,
or in case there is any conflicts between this Agreement and the Capital Contribution Transfer Agreement, this Agreement shall
prevail.



 


		3	Closing of the Transfer of Target Equity and Repurchase



 


		3.1	Closing of the Transfer of the Target Equity



 


All Parties acknowledge and agree
to complete the change in business registration of transferring 75% equity AirMedia Advertising to Longde Wenchuang Fund within
10 working days after the agreement to remove the VIE structure of AirMedia Advertising is executed between AirMedia Technology,
AirMedia Advertising and its existing shareholders.


 




     


     


    

 


		3.2	Gains and Losses in Transition Period



 


All Parties agree, from the execution
date of this Agreement till the restructure audit cut-off date set forth in Article 2.1.1 (the “Transition Period”),
day-to-day business shall be operated by the Seller and other existing shareholders. Any gains and losses during Transition Period
shall be assigned to the Seller and other existing shareholders. After restructure audit cut-off date set forth in Article 2.1.1,
Longde Wenchuang Fund and other shareholders are expected to share the equity interests on a pro rata basis.


 


		3.3	Repurchase of the Target Equity



 


3.3.1
In case one of the following circumstance occurs, Longde Wenchuang is
entitled to request Seller to repurchase the 75% equity interest in AirMedia Advertising held by Longde Wenchuang Fund: 


 


		1)	the
audited net profit (before or after adjustment for non-recurring gains and losses, whichever is less,)
in relation to the Target Business (as such net profit is used in Article 1.2 hereof as a reference for the determination of the
purchase price) is less than RMB150 million in 2015, i.e. 75% of committed profit, which is RMB 200 million;



 


		2)	eighty
per cent of the concession right contracts (as calculated based on the contract subject amount) with respect to the Target Business
in the area of the Beijing Capital Airport effective as of the date of this Agreement which were entered into by AirMedia Advertising,
AirMedia and any of its subsidiaries and/or VIE companies (as set forth in detail in Schedule 6 hereto) are not renewed with AirMedia
Advertising as a party to the contract upon the expiration of the respective
contracts.



 


		3)	the internal restructuring as required under the equity
transfer agreement has not been fully completed by June 30, 2016.



 


		3.3.2 	Repurchase
price shall be calculated as follows: 



 


Repurchase price= the Consideration×
- equity compensation received by Longde Wenchuang Fund from other shareholders during the shareholding period “n”
in the above formula means the duration in which Longde Wenchuang Fund holds the target equity, which is calculated from the date
on which the first installment amount is paid by Longde Wenchuang Fund (paying in installments shall be calculated on installment
as well) until the date Longde Wenchuang Fund has received the repurchase price (“n” shall be calculated up to month,
e.g. “one year and three months”, then “n=1.25”).


 


3.3.3
Seller shall, within 30 working days after receiving written notice from Longde
Wenchuang requesting repurchase and related industry and commerce authority documents in respect
to the equity interest transfer signed by Longde Wenchuang Fund, complete the repurchase procedures (including
completion of equity interest transfer registration and payment of repurchase
price). In the event of late payment of repurchase price, Longde Wenchuang Fund is entitled to receive 5 /10,000 of outstanding
repurchase price per day as overdue fees. 


 


3.3.4 To guarantee the repurchase,
Seller is obliged to impel other shareholders other than Longde Wenchuang Fund, within 15 working days after the second installment
paid by Longde Wenchuang Fund, to pledge all their equity in AirMedia Advertising to Longde Wenchuang Fund, details as set forth
in Annex 5, the Equity Interest Pledge Agreement.


 


		4	Internal Restructuring of AirMedia Advertising



 


AirMedia Advertising shall carry
out the following restructuring of its assets, business, equity interest and personnel in accordance with this Agreement:


 




     


     


    

 


		4.1	Restructuring of Business



 


4.1.1 Principles of Business Restructuring


 


Unless otherwise set forth in Article
4.1.3, AirMedia Advertising, Air Media and its subsidiaries/ VIE companies shall, prior to June 30, 2016, transfer all of the Target
Business as of the execution date of this Agreement to AirMedia Advertising, remove the non-Target Business from AirMedia Advertising,
and complete the changes to any related business contracts. All Parties could negotiate for settlement in case of any special circumstances.


 


4.1.2 Transition Period of Business
Restructuring


 


Considering there are some difficulties
in changing the contractual party in relation to some Target Business or non-Target Business, all Parties acknowledge and agree,
the costs and profits in relation to such Target Business or non-Target Business contracts shall, during the transition period
of the business restructuring (namely, from the execution date of this Agreement till June 30, 2016, same below), be transferred
to/from AirMedia Advertising by means of entrusted management. Such contracts shall be renewed by AirMedia Advertising or any other
new entity as a contractual party the transition period.


 


4.1.3 Business at a Loss


 


All
Parties agree that, since the LED, stand-alone digital frame business in Hohhot Airport, Shanghai Pudong Airport, and Dalian Airport
and the traditional media business in Chengdu Airport, Shenyang Airport, and Xi’an airport are currently operated at a loss,
if the aforementioned airport businesses could return to the black during the transition period, the aforementioned businesses
shall remain with AirMedia Advertising; otherwise, the aforementioned business shall be removed
from AirMedia Advertising on the expiry date of the transition period, and AirMedia Advertising reserves the right to acquire those
business with zero consideration once the said businesses generate
profits in the future. 


 


4.1.4
Undertaking


 


Unless otherwise set forth in Article
4.1.3, after the consummation of the business restructuring, Guo Man, AirMedia and any other companies controlled by Guo Man shall
not, other than via AirMedia Advertising, operate or directly or indirectly engage in any identical or similar business, or any
business that competes or is likely to compete with the new AirMedia Advertising Business.


 


		4.2	Restructuring of Assets



 


4.2.1 All Parties acknowledge and
agree that AirMedia Advertising, Air Media and its subsidiaries/VIE companies shall, before the restructuring audit cut-off date,
transfer all of the Target Business-related devices and assets (please refer to Annex 8 for detailed information) as of the execution
date of this Agreement to AirMedia Advertising.


 


4.2.2 All Parties acknowledge and
agree that, AirMedia Technology authorizes AirMedia Advertising to exclusively utilize the following trademarks in relation to
the New AirMedia Advertising Business (please refer to Annex 9 for a list of such trademarks) on a gratuitous and long-term basis:
trademarks with registration number of 6535799, 6535800, 6591339, 6590737, 4937924, 5161459, 5161461, and 5161460. AirMedia Technology
shall apply for renewal of such trademarks prior to their expiry dates in order to keep their validity.


 


Guo Man, AirMedia and AirMedia Technology
agree that, during the course of the capital operation of AirMedia Advertising, the trademarks with registration number of 6535799,
6535800, 5161459, 5161461, and 5161460 in relation to the New AirMedia Advertising Business shall be transferred to AirMedia Advertising
on a gratuitous basis, in order to keep the independence of AirMedia Advertising’s assets.


 


4.2.3 All Parties acknowledge and
agree that all softwares and hardware devices of the advertising broadcasting and controlling system platform (please refer to
Annex 10 for detailed information) owned by AirMedia Technology in relation to the operation of the Target Business shall be transferred
to AirMedia Advertising.


 


4.2.4 AirMedia shall confirm, promise
and undertake that, apart from Articles 4.2.1, 4.2.2 and 4.2.3 above, AirMedia and its subsidiaries/VIE companies do not own any
other asset relating to the Target Business; otherwise such assets shall be transferred to AirMedia Advertising on a gratuitous
basis.


 




     


     


    

 


		4.3	Restructuring of Equity Interest



 


4.3.1 All Parties acknowledge and
agree that, AirMedia Advertising shall, before June 15, 2015, complete the transfer of the equity interests it holds in Beijing
AirMedia Tianyi Information Technology Co., Ltd., Beijing AirMedia Film & TV Culture Co, Ltd., Wenzhou AirMedia Advertising
Co., Ltd., Beijing Air Media UC Advertising Co., Ltd., Beijing Xinghe Union Film & TV Culture Co., Ltd., Flying Dragon Media
Advertising Co., Ltd., Beijing AirMedia Jiaming Film & TV Culture Co., Ltd. , Beijing AirTV United Media & Culture Co.,
Ltd., and the fulfill the formalities in relation to the change in business registration with Administration for Industry and Commerce..
Since the other shareholder of Beijing AirTV United Media & Culture Co., Ltd. has been wound up, the transfer of equity interest
in this regard shall be carried out by bringing litigation. The filing date with the court shall be prior to June 15, 2015.


 


4.3.2 All Parties acknowledge and
agree that AirMedia Advertising shall complete the transfer of the equity interests it holds in Beijing Yunxing Chuangrong Investment
Fund Management Co. Ltd., Zhangshangtong Air Service (Beijing) Co. Ltd. and Beijing Eastern Airlines Media Corp., and fulfill the
formalities in relation to the change in business registration with Administration for Industry and Commerce.


 


4.3.3  All Parties acknowledge
and agree that AirMedia Advertising shall, before July 31, 2015, complete the purchase of 100% equity interest in Beijing AirMedia
Lianhe Advertising Co., Ltd. from Beijing Yuehang Digital Media Advertising Co. Ltd. and Dayun Culture, and fulfill the formalities
in relation to the change in business registration with Administration for Industry and Commerce.


 


4.3.4
 All Parties acknowledge and agree that AirMedia Jinshi shall transfer all equity interest it holds in Tianjin Jinshi to AirMedia
Advertising,. AirMedia Advertising shall newly establish a
wholly owned subsidiary to maintain AirMedia Advertising’s nature
as a group company. 


 


4.3.5
 All Parties acknowledge and agree, that AirMedia Jinshi shall
transfer all equity interest it holds in Beijing AirMedia Jinsheng Advertising Co., Ltd. to a third party which has no affiliated
relationship with Guo Man or any entities that are actually controlled by him; AirMedia shall procure and undertake that Beijing
Air Media UC Advertising Co., Ltd. will transfer all equity interest it holds in Beijing AirMedia Jiacheng Media Advertising to
a third party which has no affiliated relationship with Guo Man or any entities that are actually controlled by him. 


 


		4.4	Restructuring of Personnel



 


4.4.1 All Parties acknowledge and
agree that, in order to maintain the independence of personnel and in consideration of the principle of “personnel following
the business” and costs, AirMedia Advertising shall take over the Target Business-related personnel (please refer to Annex
1 for detailed information), and remove the non- Target Business personnel from AirMedia Advertising. AirMedia shall be responsible
for placing such personnel at other affiliated entities.


 


4.4.2 To maintain the stability of
the key personnel, each key personnel shall enter into an employment contract for a term no less than five years with AirMedia
Advertising which shall include a non-compete clause.


 


		5	The Removal of the VIE Structure of AirMedia Advertising



 


		5.1	AirMedia,
Shenzhen AirMedia, AirMedia Technology, AirMedia Advertising and its existing shareholders shall lawfully remove the VIE control
of AirMedia Advertising, and ensure the removal will not hinder this equity interest transfer and future capital operation of
AirMedia Advertising. AirMedia Advertising and its existing shareholders are obliged to solve and bear the related legal liability
with respect to any obstacle incurred in AirMedia Advertising’s future capital operation due to the legal, tax, and
other defects in the process of VIE removal, AirMedia, Shenzhen AirMedia,
AirMedia Technology.



 




     


     


    

 


		5.2	AirMedia,
Shenzhen AirMedia, AirMedia Technology, AirMedia Advertising and its existing shareholders shall complete the removal of the VIE
structure of AirMedia Advertising within 45 working days from
the payment date of the first installment set forth in Article 2.1.1, i.e., when AirMedia Technology, AirMedia Advertising and
its existing shareholders (AirMedia Shengshi, Guo Man, Xu Qing and Zhang Xiaoya) terminate the VIE agreement controlling AirMedia
Advertising and release the equity pledge registration; and Shenzhen
AirMedia shall complete business registration of enlarging business scope with advertising business, and purchase 25% equity interest
AirMedia Shengshi, Guo Man, Xu Qing, Zhang Xiaoya hold in AirMedia Advertising collectively, and complete all necessary formalities
such as permit, change of business registration and etc.



 


		6	Target Profit, Compensation and Bonus Arrangement



 


		6.1	All Parties acknowledge and agree that the audited net
profit, calculated before or after adjustment for non-recurring gains and losses, whichever is less, of New AirMedia Advertising
in each of the fiscal years of 2015, 2016, 2017, and 2018 (collectively, the "Covered Period") is no less than
RMB 200,000,000.00, RMB 240,000,000.00, RMB 288,000,000.00 and RMB 331,200,000.00 respectively.



 


In the event that net profit exceeds
the abovementioned target net profit in the current year, the exceeding part will be calculated into the target net profit of next
fiscal year automatically.


 


		6.2	Compensation



 


6.2.1 In the event that the net profit
audited by an accounting firm audited by the PRC Securities and Future Intermediaries, which is recognized by all Parties, is less
than the aforementioned target net profit, all shareholders of AirMedia Advertising, excluding the Buyer and AirMedia Shengshi
(hereinafter referred to as "Profit Target Party") shall first compensate the Buyer by transferring their remaining equity
interests in AirMedia Advertising to the Buyer for nil consideration, and the compensation each year is calculated as follows:


 


The accrued compensated equity interest
percentage of any given period = (the aggregate net target profit as of the end of such period - the aggregate net profit gained
as of the end of such period) /10.592 - the equity interest percentage already compensated.


 


In
the event that the accrued compensation equity interest percentage of the period is less than 0, it shall be deemed as 0, i.e.,
the already compensated equity interest percentage will not be
transferred back. 


 


6.2.2 In the event that the equity
interest amount is not enough to make full compensation, the insufficient part of compensation shall be compensated in cash by
Profit Target Party based on the following formula:The accrued compensated amounts in cash of the given period= [(the aggregate
target net profit as of the end of such period - the aggregate net profit gained as of the end of that period)÷10.592-25%]×Consideration
of 100% equity interest of AirMedia Advertising (i.e.. RMB 2,800,000,000.00)- the compensated amount in cash.


 


For the avoidance of any doubt, the
aforementioned “the aggregate target net profit as of the end of such period” and “the aggregate net profit gained
as of the end of such period” shall include the amounts of the aggregate net profit target or actual net profit gained from
1st January, 2015 to 31st December of the year to be compensated.


 


In
the event that the accrued compensated amounts of year is less than 0, it shall be regarded as 0, i.e., the actual compensated
amounts will not be refunded. 


 


6.2.3  All Parties acknowledge
and agree that AirMedia shall bear joint and several liability of the aforementioned compensation obligation of the Profit Target
Party.


 


6.2.4
 In the event that, during Covered Period, AirMedia Advertising is
acquired by a listed company in the Chinese A-share market of the stock exchanges or National Equities Exchange and Quotations
NEEQ , all equity interest compensation, if applicable, shall be rendered in cash after such acquisition. 


 




     


     


    

 


6.2.5 No matter in whichever circumstances,
the amount of the aforementioned compensations by the Profit Target Party is limited to the total amount of the equity interests
held by the Target Party and the Consideration received for the transaction contemplated herein.


 


		6.3	Bonus Arrangements



 


6.3.1 In the event that sum of the
net profit of new AirMedia Advertising in aggregate in the Covered Period exceeds the target net profit in aggregate in the Covered
Period (i.e., RMB 1,059,200,000.00), the net profit in excess will be allocated as follows:


 


New AirMedia Advertising will allocate
50% of the surplus of the net profit in the Covered Period to the members of the management team of the AirMedia Advertising who
are holding offices at the expiration date of last year of Covered Period, detailed bonus standard, scope and allocation measure
within such surplus part, shall be determined by the board of directors of the New AirMedia Advertising.


 


Amount of total bonus=(the aggregate
sum of the actual net profit in each year of the Covered Period- the total target net profit in the Covered Period, i.e., RMB1,059,200,000.00)
×50%.


 


Time of the payment for such bonus:
Longde Wenchuang shall, within 20 working days after the end of each quarter starting from the first quarter of the first year
after of the expiration of Covered Period, verify the collection situation of New AirMedia Advertising’s receivables as of
the said quarter and determine the amount of bonus accordingly. And New AirMedia Advertising shall, within 30 working days after
the end of each quarter, allocate bonus to the management team of the New AirMedia Advertising who are holding offices at the expiration
date of the last year of Covered Period until the total amount of the bonus is fully allocated.


 


Bonus of the quarter=total amounts
of bonus×(the amount of net receivables collected in aggregate as of the end of the quarter which is confirmed by the audit
report made in the last year of the Covered Period- net receivables collected in aggregate as of the end of last quarter which
is confirmed by the audit report made in the last year of the Covered Period) ÷net book value of receivables confirmed by
the audit report confirmed in the last year of the Covered Period.


 


In the event that the accrued bonus
of the current quarter in aggregate exceeds the total amount of bonus, the amount in excess is allocated to New AirMedia Advertising.


 


		7	Corporate Governance



 


		7.1	Board of Directors



 


All Parties agree that, after receiving
the first settlement payment from Longde Wenchuang Fund, the board of directors in AirMedia Advertising shall be composed of five
Directors, three of them will be delegated by Longde Wenchuang, the other two will be delegated by other shareholders, Chairman
of the Board shall elected from the Directors delegated by Longde Wenchuang.


 


		7.2	Senior Management



 


All
Parties agree that, after receiving the first settlement payment from Longde Wenchuang Fund, Longde Wenchuang is entitled to delegate
financial controller to AirMedia Advertising and its subsidiaries,
or the financial controllers of AirMedia Advertising and its subsidiaries shall be accredited by Longde Wenchuang. The recruitment
of other employees of their finance department shall basically be decided through negotiation among Longde Wenchuang and other
shareholders. 


 


During the Covered Period, Longde
Wenchuang shall undertake to maintain the independence of AirMedia Advertising’s daily operation and stability of its senior
management of AirMedia Advertising (other than CFO). Any changes in senior management shall be approved by Longde Wenchuang. All
Parties shall use their best effort to ensure the stability of the management of AirMedia Advertising, in order to achieve the
target profits.


 




     


     


    

 


		7.3	Board of Supervisors



 


All
Parties agree that, after receiving the first settlement payment from Longde Wenchuang Fund, AirMedia Advertising shall establish
Board of Supervisors composing of three supervisors, including one staff representative supervisor selected by worker’s assembly
or worker’s congress, and two supervisors delegated by Longde Wenchuang and other shareholders,
respectively. 


 


		7.4	After the first settlement payment from Longde Wenchuang
Fund, AirMedia Advertising shall, within 10 days after the end of each month, submit an unaudited monthly financial report to
Longde Wenchuang. Such report shall include income statement, balance sheet and cash flow statement of each of the parent company,
branches and subsidiaries, and the consolidated financial statements. AirMedia Advertising shall, within 3 months after the end
of each fiscal year, submit an annual financial report audited by the accounting firm selected by Longde Wenchuang and other shareholders,
and a detailed financial budget and annual business plan for the next fiscal year in the last quarter of each fiscal year.



 


		7.5	The shareholders of AirMedia Advertising undertake and
procure the senior management to undertake that all possible connected transactions will be handled in accordance with the principal
of fairness and the market practice. All shareholders of AirMedia Advertising undertake that in the event of a connected transaction,
price and terms of such transaction shall be determined on an arm’s length basis, and all information in relation to the
connected transaction shall be submit to Board of Directors.



 


		7.6	Longde Wenchuang it not obliged to provide any fund support
for AirMedia Advertising’s operation during the Covered Period. In the event that there is any shortfall in funding, the
Seller shall provide fund support to AirMedia Advertising.



 


		8	Listing Arrangement



 


		8.1	All Parties agree that after this transaction they shall
cooperate with each other and use best efforts to complete the Capital Operation by procuring AirMedia Advertising to be acquired
by a PRC listed company/ an unlisted public company in National Equities Exchange and Quotations (the “NEEQ”), or
launch an independent IPO/NEEQ listing.



 


		8.2	All
Parties agree, that after this transaction, other shareholders
of AirMedia Advertising, excluding the Buyer, and AirMedia Shengshi shall, on top of meeting the net profit target, undertake
all the advertising earnings, media procurement, etc. received from other companies controlled by AirMedia to be maintained on
a reasonable level, and are in compliance with the laws and regulations regarding the management of connected transactions of
the listing companies and the relevant regulations of CSRC and
the Exchanges.



 


		8.3	During
the Capital Operation of AirMedia Advertising, Guo Man and AirMedia
agree to use their best efforts to solve the possible issue in relation to the competition between companies controlled by him/AirMedia
and AirMedia Advertising, and the independence of AirMedia Advertising’s assets. If the equity interest held by Shenzhen
AirMedia/existing shareholders in AirMedia Advertising impedes the future capital operation of AirMedia Advertising, Guo Man,
the Seller, Shenzhen AirMedia shall cooperate to solve the issue
in accordance with the instructions of the working parties by then. In the event that the said problem cannot be solved, Longde
Wenchuang or any third party delegated by it is entitled to purchase the equity interest held by Shenzhen AirMedia/existing shareholders
in AirMedia Advertising at fair market value.



 


		8.4	All
Parties agree that after this
transaction, Longde Wenchuang, other shareholders of AirMedia Advertising and the Directors delegated by it shall support the
Capital Operation plan of AirMedia Advertising, and vote for the plan at board meetings or general meetings.



 


		9	Representations and Warranties



 


		9.1	All Parties represent and warrants as follows:



 


9.1.1  Each party is a legal
entities legally incorporated and exists according to the applicable law, or a PRC citizen with full civil capacity of conduct,
respectively. Each party has the ability and capability to execute and perform this Agreement, and has obtained the authorization
or approval to execute and perform this Agreement.


 




     


     


    

 


9.1.2
 This Agreement has been signed and delivered by all Parties,
and will impose legal, valid, binding and enforceable obligations on them after the effective date. 


 


9.1.3  The execution, delivery,
and performance of this Agreement to consummate the transaction contemplated under this Agreement after it comes into effect will
not:


 


1) cause any breach
of the terms of their constitutional documents;


 


2) conflict with
or cause to violate/conflict with or constitute the breach of any terms/provisions under any binding agreements or instruments
to which they are parties;


 


3) cause any violation
of any applicable law.


 


9.1.4  From the effective date
of this Agreement till the closing date of the target equity interest, there will not be any changes in the operation, financial
status or financial prospect of their businesses which would result in any material adverse effect on a Party’s capabilities
of performing this Agreement;


 


9.1.5  Unless obtaining a written
consent from other Parties to this Agreement, any party will not, from the execution date of this Agreement till the closing date
of the target equity interest, negotiate or execute any agreement, contract, memorandum, summary or any other instruments with
any third party or conduct any activities in relation to the AirMedia Advertising’s equity interest transaction and investment
cooperation;


 


9.1.6
 After the consummation of this transaction, all Parties will use their best efforts to carry out the Capital Operation of
AirMedia Advertising in PRC, fully cooperate on all the work involved
in this investment and the Capital Operation process, employ each party’s competitive advantages, and solve any issues involved
(including, but not limited to, obtaining internal or the relevant administrative authority’s approvals or
authorizations, executing relevant documents, coordinating the
communication with the relevant administrative authority, making amendment to Article of Association, etc.). 


 


		9.2	AirMedia Shengshi makes the following representations
and warranties to Longde Wenchuang



 


In regard to the transfer of equity
interest, AirMedia Shengshi makes the following representations and warranties to Longde Wenchuang. AirMedia Shengshi confirms
that Longde Wenchuang enters into this Agreement with full reliance on the following representations and warranties:


 


9.2.1
 The Seller legally owns the target equity interest and undertakes that it owns the full right of disposal of it from the
time of the consummation of the removal of AirMedia Advertising’s VIE structure till the transfer of equity interest.; and
that the target equity interest is free and clear of any mortgage, pledge, lien, claim, adverse interest, burden of indebtedness
and any other encumbrance whatsoever; 


 


9.2.2  The Seller has paid up
all the contribution to AirMedia Advertising; and no false capital contribution or illegal withdrawal of the contributed capital
exists.


 


9.2.3
 All certificates, instruments, materials and information provided by AirMedia Shengshi to Longde Wenchuang with respect to
the execution and performance of this Agreement are true, accurate and complete as of the date when they are provided and during
the application period. There is no concealment or deliberate deception
exists in this regard. 


 


9.2.4  The execution and performance
of this Agreement does not violate the Articles of Association, or any agreements entered into with any third party, or any applicable
law.


 


9.2.5
 From the restructuring audit cut-off date, Longde Wenchuang will legally own the target equity interest
and the ancilliary rights and liabilities thereto without any flaw. 


 




     


     


    

 


9.2.6  AirMedia Shengshi did
not conduct any actions which are likely to have an adverse effect on the title of the target equity interest or the transfer of
the equity interest, resulting in Longde Wenchuang bearing any liability, or failing to conduct any actions that should have been
done.


 


9.2.7
 The registered capital of AirMedia Advertising is free and clear of any encumbrance. Apart from the VIE agreements and the
fact that all equity interest in AirMedia Advertising were pledged to AirMedia Technology, the following events in respect to the
registered capital of AirMedia Advertising do not exist: (i) any trusts in respect to the shareholder right and interest or any
similar arrangement, or (ii) any preemptive right, option, or right and interest in respect to the convertible securities, or;
(iii) any seal up, distrain, freeze or compulsory transfer measures carried out by judicial or administrative authorities; or
(iv) any mortgage or
any other encumbrance on the registered capital of AirMedia Advertising; or (v)
the shareholders of AirMedia Advertising failing to make timely or full payment of the consideration when acquiring AirMedia Advertising’s
registered capital or equity interest; or (vi) any event that would affect the right and interest of
any existing shareholder in relation to AirMedia Advertising’s registered capital, or is likely to cause any third party
to obtain, directly or indirectly, any shareholder’s right and interest in relation to the registered capital of AirMedia
Advertising; 


 


9.2.8
No any other investment and preemptive rights document. Apart from the VIE agreements,
AirMedia Advertising and its existing shareholders do not have: (i) any investment documents (including but not limited to increase
of capital and transfer of equity interest, etc.) entered into
by any non-registered shareholder with AirMedia Advertising, or any of its existing shareholders, or (ii) any legal instruments
stipulating the rights and obligations between shareholders or between shareholders and AirMedia Advertising, including, but not
limited to, preemptive right, preferential increase of capital, drag-along right, equity redemption , preferential liquidation
equity adjustment and other means of equity or cash compensation, or (iii) any legal instruments which would affect the clarity
and stability of the equity interests held by the existing shareholders
in AirMedia Advertising once implemented or performed, or any legal instruments containing material uncertainty; 


 


9.2.9
 Assets and title of funds. Apart from the VIE agreements, assets of AirMedia Advertising has clear title and full capability
and function, there is clear of any title dispute. And the following events do not exists in regard to AirMedia Advertising’s
assets: (i) any trusts with respect to the said assets or any similar arrangement, or (ii) any means of security, including but
not limited to mortgage or pledge, or (iii) any seal up, distrain , freeze or compulsory transfer carried out by judicial or administrative
authorities; or (iv) any event that prohibits or limits the transfer
in accordance with the law, regulation, rule, policy, administrative response, etc., or (v) any event that would affect the right
and interest of the said assets held by AirMedia Advertising, or (vi) any circumstance which would cause any third party to obtain,
directly or indirectly, any right and interest in relation to the assets of AirMedia Advertising; 


 


9.2.10
 No breach of the existing agreements. Apart from the Disclosure Letter (please refer to Annex 11), AirMedia Advertising has,
in accordance with the law and the agreements, appropriately and timely, performed its obligations as a contractual party. There
is no breach of agreements on the part of AirMedia Advertising that
causes or is likely to cause a material adverse effect. Such breach that has a material adverse effect refers to the one that involves
no less than RMB500,000.00; 


 


9.2.11
No cross default. The provisions under this Agreement do not violate the Articles of Association of AirMedia Advertising or any
AirMedia Advertising instruments in any other forms, or laws, regulations, administrative orders applicable to AirMedia Advertising
and/or any of its existing shareholders, or any other contract/legal instruments to
which the Seller is a party. The provisions under this Agreement would not discharge any obligations from or authorize any rights
to any third party (including any termination rights, preemptive rights or other option rights);


 


9.2.12 No indebtedness. AirMedia
Shengshi undertakes and warrants that, apart from the debts as disclosed in the Disclosure Letter, there is no other debtedness
by AirMedia Advertising. AirMedia Shengshi and other shareholders of AirMedia Advertising shall bear joint and several liability
as to all the debts incurred before the restructuring audit cut-off date.


 


9.2.13
Accounts. The accounts provided by AirMedia Advertising reflect the true
and fair business status of AirMedia Advertising as of the relevant statement date, and include a full, accurate, non-misunderstanding
records. There is no any material adverse change in the financial, business status/prospect
of AirMedia Advertising, or any events that would give rise to
such changes. 


 




     


     


    

 


9.2.14
Finance and taxes. The major financial policy, accounting books, management and use of financial vouchers and invoices, and tax
declaration, authorized tax withholding and collection of AirMedia Advertising are in compliance with the PRC finance and tax laws
and regulations., There is no (threatened) public investigation or penalty against
AirMedia Advertising as a result of delinquent taxes, late payment of tax, tax evasion, tax deception, incomplete or late payment
of authorized tax withholding and collection, or any other conducts that violate the taxation laws and regulations. 


 


9.2.15
Labor and Employment agreements. Apart from the employees hired with the consent of Longde Wenchuang, other employees should be
placed by AirMedia Shengshi and AirMedia. And AirMedia Shengshi and AirMedia shall take all the legal responsibilities and/or
any indemnity liabilities. 


 


9.2.16
Litigation. Apart from what is disclosed in Disclose Letter, there is no pending litigation, administrative penalty, administrative
appeal or other judicial proceedings brought by AirMedia Advertising, against or in relation to AirMedia Advertising. And there
is no sentence/award/decision made by court, arbitration tribunal or any other judicial/administrative authority to cause AirMedia
Advertising to bear legal liabilities
or obligations. 


 


9.2.17 Disclosure. Any instrument,
statement and information in relation to this transaction that is likely to have a material adverse effect on its capability to
fully perform the obligations under this Agreement, or any instrument, statement and information disclosure of which to Longde
Wenchuang is likely to have a material adverse effect on Longde Wenchuang’s willingness to enter into the Agreement, has
been sufficiently disclosed to Longde Wenchuang. Any instrument, statement and information provided by the Seller in respect to
the transaction are true, accurate and complete. The Seller did not possess any transaction-related instrument, statement and information
which would be reasonably considered a material adverse effect on any party to this Agreement, or any instrument, statement and
information that is likely to have a material adverse effect on Longde Wenchuang’ s willingness to enter into this Agreement
once disclosed to Longde Wenchuang.


 


9.2.17
Veracity of other documents and statements. Documents submitted by AirMedia Advertising to
Longde Wenchuang, the lawyers, accountants, valuers and any other third party engaged by Longde Wenchuang’s, are true, and
the copy of such documents are the same as the originals; all the documents are legally authorized, signed and delivered by the
relevant Parties, and all the signatures and seals on them are genuine; all the enuciations, statements, warranties (both oral
and in written form) provided by AirMedia Advertising to Longde Wenchuang, the lawyers, accountants, valuers and any other third
part engaged by Longde Wencuang are true, accurate, complete and reliable. 


 


		10	Exclusivity



 


Unless obtaining written approval
by other Parties of this Agreement, the Seller shall not, from the execution date of this Agreement until the completion date of
the equity interest transfer, unilaterally negotiate or execute any agreement, contract, memo or other instruments with any third
party or conduct any action which is related to the AirMedia Advertising equity purchase transaction and investment cooperation,
except for which Longde Wenchuang is entitled, according to the provisions of this Agreement, to terminate this equity interest
transfer or all Parties otherwise agreed by then. In the event that any party breaches this article, it shall be deemed as default,
and the breaching party shall pay RMB 400,000,000.00 to the counterparty as penalty.


 


		11	Charges and Fees



 


All Parties agree that, any expenses
and tax (including but not limiting to the legal fees, financial due diligence fee and etc.) incurred in the process of completing
the equity interest transfer, internal restructure of AirMedia Advertising, VIE structure removal shall be paid by the relevant
Parties respectively.


 


		12	Performance and Guarantee



 


		12.1	All Parties agree, Longde Wenchuang establishes or delegates,
according to the practice of common fund, related special fund to perform this Agreement, Longde Wenchuang is entitle to transfer
all its rights and obligations hereunder to the said fund, the said transfer will be effective by notifying to all Parties of
this Agreement.



 




     


     


    

 


		12.2	Any agreement in respect to AirMedia Advertising, Shenzhen
AirMedia, AirMedia Jinshi, AirMedia Jiaming, other existing shareholders, the Seller is obliged to impel AirMedia Advertising,
Shenzhen AM, AirMedia Jinshi, AirMedia Jiaming, other existing shareholders to perform the said agreements timely according to
this Agreement, in the event that AirMedia Advertising, Shenzhen AM., AirMedia Jinshi, Jiaming Advertising, other existing shareholders
and other relevant parties did not perform obligations under the Agreement or other default exists, the Seller shall be deemed
as default and bear the liability in accordance with the Agreement.



 


		12.3	AirMedia, AirMedia Technology shall bear joint and several
liability in respect to the obligations of the Seller under this Agreement.



 


		13	Confidentiality



 


		13.1	Unless
as otherwise set forth in Article 13.2 of the Agreement or in accordance with PRC/US laws, or obtained prior written consent by
other Parties, regardless of whether this Agreement is established or not, all Parties and their affiliated party shall not disclose,
leak, discuss or divulge any confident information generated from the execution or performance of this
Agreement. All Parties shall, and shall impel their employees or agencies, to take the aforementioned confident information seriously
as their own assets and confident information, also, all Parties shall assure they and their affiliates shall not use the aforementioned
confident information for any purpose other than the performance of the obligations set forth in the Agreement.



 


		13.2	The obligation as set forth in Article 13.1 shall not
apply to following confidential information:



 


1)   Information disclosed
to the public without violating the obligations set forth in this Agreement;


 


2)   Information disclosed
by the third party;


 


3)   Information received legally
by Parties of this Agreement prior to the disclosure date;


 


4)   Information required to
be disclosed subject to the law, regulation and relevant administrative rules;


 


5)  Parties could, for the
purpose of performing this Agreement, disclose appropriate confident information to the members of Board of Directors, Secretary
of Board of Directors, General Manager, manager of each department, financial and legal consultant reasonably, the parties shall
assure and impel the aforementioned person or their agent comply with the obligation set forth in this article.


 


		13.3	Article
13 shall survive shall survive the termination of the Agreement.



 


		14	Default and Remedy



 


		14.1	A Party shall be held liable for damages it has caused
to another party due to breach of terms under this Agreement.



 


		14.2	Liability for breach of contract of a Party shall not
be terminate upon termination or dissolution of this Agreement.



 


		14.3	Any
Party that terminates this Agreement at its sole discretion after
the execution shall it shall pay RMB 400,000,000.00 as penalty to the other party.



 


		14.4	After
payment of the first installment, if the Seller fails to perform its obligation of change of shareholder for Business Registration,
the Buyer is entitled to receive 5 /10,000 of the Consideration per day for
each overdue day ; the Buyer is entitled to terminate this Agreement if late performance is over 30 working days and has not been
completed within 30 working days after receiving written notice by the Buyer, the Seller shall refund the first installment payment
and pay RMB 400,000,000.00 as penalty; the Seller shall be liable for damages
caused to the Buyer.



 




     


     


    

 


		14.5	After
payment of the first installment in the event that the change of shareholder for Business Registration cannot
be made due to non-approval by the shareholders 'meeting
of Target Company or the administrative regulatory department, the Seller
shall refund the first installment payment and pay 20% of the first installment per year (365 days) for calculating
the fund possession fee to the Buyer.



 


		14.6	If
the Buyer fails to perform its obligation of payment of the Consideration, the Seller is entitled to receive 5 /10,000 of the
of Consideration per day for each overdue day ; the Seller is
entitled to terminate this Agreement if late performance is over 30 working days and has not been completed within 30 working
days after receiving written notice by the Seller, the Buyer shall pay RMB 400,000,000.00 as penalty (which could be set off by
the late fees aforementioned). In the event that the Buyer has partly perform the aforementioned obligation, then the Seller shall
refund the paid Consideration to the Buyer.



 


		15	Governing law and Jurisdiction



 


		15.1	The execution, force, interpretation, enforcement, and
dispute resolution of this Agreement are governed by the laws of PRC.



 


		15.2	Any dispute arising from this agreement shall be settled
by mutual negotiation; in the event where no settlement can be reached between the two Parties, the case under dispute shall be
submitted to the CIETAC, the arbitration shall take place in Beijing. The arbitration award shall be final and binding upon the
parties.



 


		15.3	Apart from the matters submitted to arbitration, all
parties shall, during the arbitration, perform other obligations under this Agreement.



 


		16	Unmentioned Matters



 


All parties agree, to complete any
acts necessary for the fulfillment of the agreed task of the Agreement under the, including, but not limited to, sign or impel
third party to sign any instrument or application, or obtain any relevant approval, consent or permit, or complete any relevant
recording or filling. All parties further agree that, once this Agreement comes into force, any matters unmentioned herein shall
be settled to supplement agreement or memo. The supplementation will have the same force and effect as the Agreement.


 


		17	Entire Agreement



 


Subject to the laws of the PRC, invalidation
of any article in this Agreement by arbitration does not affect the validity of other articles.


 


		18	No Assignment of Rights and Obligations



 


Unless otherwise agreed in this Agreement,
any party shall not, without written consent by other parties, transfer right and obligation arising from this Agreement.


 


		19	Annexes



 


All Parties confirm that the Annexes
are an integral part of this Agreement with same legal force; in the event that the Capital Transfer Agreement is requested to
be amended by relevant administrative department, all parties could, according to the principles agreed in the Agreement, amend
the provisions in the Capital Transfer Agreement to meet the requirement of the administrative department, however, the rights
and obligations shall be interpreted and performed subject to the Agreement.


 




     


     


    

 


		20	Originals



 


The language of this Agreement is
Chinese. This Agreement shall be provided in twenty originals copies, with each party holding two originals and the rest for reporting
and recording. All originals have the same legal force.


 


		21	Miscellaneous



 


		21.1	Any notice made by the Party herein shall be in written
form and delivered to the other Party via personal delivery, letter or facsimile. The actual delivery date shall be deemed by
the following methods: the notices delivered via personal delivery shall be deemed delivered on the date of personal delivery;
notices delivered via facsimile shall be deemed delivered upon receiving the transmission confirmation report; notices g delivered
via letters shall be deemed on the fifth (5) working day after such letter has been sent (shown on a postmarks) via postage prepaid,
or the fifth day after delivery to a reputable overnight courier service.



 


21.1.1 Notices given to Longde Wenchuang
and Longde Wenchuang Fund shall be sent to: F4, No.1 Building, Dongbinhe Road B-1, Dongcheng District, Beijing


 


Zip code: 100013


Contact: Zhaorong Sun


Telephone:


Fax:
 


Email: 


 


21.1.2 Notices
given to AirMedia, AirMedia Shengshi, AirMedia Technology, Guo Man (unless otherwise delegate other contact in writing, the said
parties authorize the following receiver to receive notices) shall be send to: F/15, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng
District, Beijing.


 


Zip code: 100027


Contact:
Wei Wu


Telephone:


Telephone:


Fax:
 


Email: 


 


		21.2	Any amendment to this Agreement is effective only if
agreed and signed in written form by all Parties; any amendment and supplement are integral part of this Agreement.



 


		21.3	Failure to exercise, or delay in exercising any right
and/or interest by any Party to the Agreement shall not be deemed a waiver of such right and/or interest, nor shall any single
or partial exercise preclude any further exercise of the such right and/or interest.



 


		21.4	The right or remedial measures set forth in this Agreement
are additive and shall not preclude the other right or remedial measures endued by current PRC laws, and shall not preclude any
other right or remedial measures endued by PRC law or other legal instruments which are enacted after the effective date of this
Agreement.



 


		21.5	All Parties confirm that this Agreement shall come into
force on the date of execution by each Party. After the effectiveness of this Agreement, this Agreement shall supersede all agreements,
memos and other instruments with respect to this investment entered upon by the Parties, and this Agreement and the Annexes hereunder
shall prevail in all the matters related to the said investment. In the event of any conflicts between the original investment
agreement and this Agreement, this Agreement shall prevail, and such conflicted matters shall be implemented in accordance to
this Agreement.



 


[No text below]


 




     


     


    

 


Annexes 


 


Annex 1: The key management team members
and other employees list


 


Annex 2: Confidentiality and Non-competition
agreement


 


Annex 3: Non-competition agreement


 


Annex 4: Statement on affiliation between
AirMedia Advertising and AirMedia 


 


Annex 5: Equity pledge agreement 


 


Annex 6: Contract list of target business
with Beijing Capital Airport 


 


Annex 7: Contract list in deficit


 


Annex 8: Devices checklist related to the
target business


 


Annex 9: Authorized trade mark checklist



 


Annex 10: Software and hardware of advertising
broadcasting and controlling platform checklist


 


Annex 11: Disclosure letter 


 




     


     


    

 


(Signature Page)


 


IN WITNESS WHEREOF, this Agreement to
be executed by official authorized representative as of the day and year as first above written. 


 


AirMedia Group Inc.
(Cayman)


 


Company seal: /s/ AirMedia Group Inc. (Cayman)


 


/s/ Authorized Signatory Authorized Signatory


 




     


     


    

 


(Signature Page)


 


IN WITNESS WHEREOF, this Agreement to
be executed by official authorized representative as of the day and year as first above written. 


 


AirMedia Technology
(Beijing) Co., Ltd.


 


Company seal: /s/ AirMedia Technology (Beijing)
Co., Ltd.


 


/s/ Authorized Signatory Authorized Signatory


 




     


     


    

 


(Signature Page)


 


IN WITNESS WHEREOF, this Agreement to be
executed by official authorized representative as of the day and year as first above written.


 


Beijing AirMedia Shengshi Advertising Co.,
Ltd.


 


Company seal: /s/ Beijing AirMedia Shengshi
Advertising Co., Ltd.


 


/s/ Authorized Signatory Authorized Signatory


 




     


     


    

 


(Signature Page)


 


IN WITNESS WHEREOF, this Agreement to be
executed by official authorized representative as of the day and year as first above written.


 


/s/ Man Guo


 


Man Guo


 




     


     


    

 


(Signature Page)


 


IN WITNESS WHEREOF, this Agreement to be
executed by official authorized representative as of the day and year as first above written.


 


Beijing Longde Wenchuang Investment Fund Management
Co., Ltd.


 


Company seal: /s/ Beijing Longde Wenchuang Investment Fund Management Co., Ltd.


 


/s/ Authorized Signatory Authorized Signatory