[Page 1.1 Announcement on LTE/4G Digital Cellular Mobile Service Operation Permit dated December 4, 2013 A-1 our business and operating strategies and our ability to successfully execute these strategies; our network expansion and capital expenditure plans; our operations and business prospects; the expected benefit of any acquisitions or other strategic transactions; our financial condition and]
[Joint Filing Agreement [Remainder of this page is intentionally left blank.] Bison Capital Media Limited Bison Capital Holding Company Limited] [Dated: Septe m ber 2, 2013 Global Gateway Investments, Ltd. and Bison Capital Media Limited SHARE TRANSFER AGREEMENT THIS SHARE TRANSFER AGREEMENT RECITALS:- 1. The Seller currently owns a certain number of ADSs (as defined below) of the Company (as defined below). 2. The Buyer has agreed to purchase from the Seller and the Seller has agreed to sell to] [AMENDMENT TO THE SHARE TRANSFER AGREEMENT Amendment Seller Buyer Party Parties THIS AMENDMENT TO THE SHARE TRANSFER AGREEMENT (the “ W I T N E S S E T H nd Agreement WHEREAS, the Seller and the Buyer entered into that certain Share Transfer Agreement dated September 2 WHEREAS, the parties wish to amend certain provisions in the Agreement as] [SCHEDULE 13D AirMedia Group Inc. (Name of Issuer) Ordinary Shares, par value $0.001 (Title of Class of Securities) 1 G0135J109 (CUSIP Number) Jenny Duan 609-610, 21st Century Tower 40 Liangmaqiao Road, Chaoyang District Beijing, People’s Republic of China, 100016 Telephone: +86.18610840084 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Shuang Zhao]
[AGREEMENT OF JOINT FILING Dated: December 4, 2013 Shuipan Lin Shuli Chen Tiancheng Int'l Investment Group Limited Windtech Holdings Limited Wisetech Holdings Limited New Horizon Capital III, L.P. New Horizon Capital Partners III, Ltd. By New Horizon Capital, L.P. New Horizon Capital Partners, Ltd. By New Horizon Capital Partners III, Ltd. New Horizon Capital Partners, Ltd. Victory Summit Investments Limited] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of December 2, 2013 among PAN LONG COMPANY LIMITED PAN LONG INVESTMENT HOLDINGS LIMITED and EXCEED COMPANY LTD. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1.1 Certain Definitions 2 1.2 Other Defined Terms 6 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME 2.1 The Merger 7 2.2 Closing 8 2.3 Effective Time] [EXECUTION VERSION COMMITMENT LETTER December 2, 2013 Pan Long Company Limited 4th Floor, Harbour Centre P O Box 613 George Town, Grand Cayman Cayman Islands, British West Indies Attention: Shuipan Lin Ladies and Gentlemen: Sponsor Parent Merger Agreement Company This letter agreement sets forth the commitment of Mr. Shuipan Lin (the “ Merger Sub Merger British Virgin Islands and a] [EXECUTION VERSION LIMITED GUARANTY Limited Guaranty Limited Guaranty, dated as of December 2, 2013 (this “ 350582196812300519 Guarantor (the “ Guaranteed Party (the “ (as defined below). 1. LIMITED GUARANTY induce Merger Agreement Pan Long Company Limited Parent Pan Long Investment Holdings Limited Merger Sub provided 2,000,000 Maximum Amount 1 Prohibited Defense The parties hereto acknowledge and agree that irreparable] [EXECUTION VERSION CONTRIBUTION AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders This CONTRIBUTION AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, Pan Long Investment Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent (“ Shares Schedule A Rollover Shares] [EXECUTION VERSION VOTING AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders VOTING AGREEMENT, dated as of December 2, 2013 (this “ RECITALS Merger Sub Merger Agreement Effective Time Merger WHEREAS, concurrently herewith, Parent, Pan Long Investment Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“ WHEREAS, as of the date hereof,] []
[AMENDMENT NO. 5 FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENT HOLDINGS, INC. Delaware (State or other jurisdiction of 7832 (Primary Standard Industrial 26-0303916 (I.R.S. Employer One AMC Way Kevin M. Connor, Esq. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of Communications to: Approximate date of commencement of proposed sale to public: o] [AMC Entertainment Holdings, Inc. [ ] Shares(1) Underwriting Agreement New York, New York Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: AMC Entertainment Holdings, Inc., a corporation organized under the laws of Delaware (the Company), proposes to sell to] [Execution Version EMPLOYMENT AGREEMENT Agreement Company Executive THIS EMPLOYMENT AGREEMENT (this RECITALS THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Executive currently is employed as the President and Chief Executive Officer of the Company. B. IPO In connection with the Companys prospective initial public offering of shares of the Companys] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders We consent to the use of our report dated August 27, 2013 with respect to the consolidated balance sheets of AMC Entertainment Holdings, Inc. as of December 31, 2012 and March 29, 2012, and the related consolidated statements of operations, comprehensive earnings (loss), stockholders equity, and cash] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 5 to Registration Statement #333-190904 on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated March 20, 2013 related to the financial statements of National CineMedia, LLC appearing in the Prospectus, which is part of this Registration Statement. We also consent to] [Consent of Independent Auditors We consent to the inclusion in this Amendment No. 5 to Registration Statement No. 333-190904 on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated February 20, 2013, on our audits of the consolidated financial statements of Digital Cinema Implementation Partners, LLC and Subsidiaries as of December 31, 2012 and 2011 and for each] [Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated February 6, 2013, with respect to the consolidated balance sheets of Open Road Releasing, LLC as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in members equity, and cash flows for each of the years in the two-year]
[AMENDMENT NO. 6 FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENT HOLDINGS, INC. Delaware (State or other jurisdiction of 7832 (Primary Standard Industrial 26-0303916 (I.R.S. Employer One AMC Way Kevin M. Connor, Esq. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of Communications to: Approximate date of commencement of proposed sale to public: o] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders We consent to the use of our report dated August 27, 2013 with respect to the consolidated balance sheets of AMC Entertainment Holdings, Inc. as of December 31, 2012 and March 29, 2012, and the related consolidated statements of operations, comprehensive earnings (loss), stockholders equity, and cash] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 6 to Registration Statement #333-190904 on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated March 20, 2013 related to the financial statements of National CineMedia, LLC appearing in the Prospectus, which is part of this Registration Statement. We also consent to] [Consent of Independent Auditors We consent to the inclusion in this Amendment No. 6 to Registration Statement No. 333-190904 on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated February 20, 2013, on our audits of the consolidated financial statements of Digital Cinema Implementation Partners, LLC and Subsidiaries as of December 31, 2012 and 2011 and for each] [Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated February 6, 2013, with respect to the consolidated balance sheets of Open Road Releasing, LLC as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in members equity, and cash flows for each of the years in the two-year]
[AMENDMENT NO. 5 FORMS-1 REGISTRATION STATEMENT AMC ENTERTAINMENTS,INC. Delaware (State or other jurisdiction of 7832 (Primary Standard Industrial 26-0303916 (I.R.S. Employer One AMC Way Kevin M.nnor, Esq. (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies ofmmunications to: Approximatete ofmmencement of proposedle to public:] [AMC Entertainments, [] Shares(1) Underwritingreement New York, New York Citigroup Global Markets and Merrill Lynch, Pierce, Fenner & Smithorporated One Bryant Park New York, New York 10036 Representatives of the several Underwriters Ladies and Gentlemen: 1. . (i) (1) Plus an option to purchase from thempany up to []ditional Securities.] [Execution Version EMPLOYMENTREEMENTreementmpany Executive THIS EMPLOYMENTREEMENT (this RECITALS THE PARTIES ENTER THISREEMENT on the basis of the following facts, understandings and intentions: A. The Executive currently is employed the President and Chief Executive Officer of thempany. B. IPO Innnection with thempanys prospective initial public offering of shares of thempanys ClassAmmon stock (the] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Wensent to the use of our reportted August27, 2013 with respect to thensolidated balance sheets of AMC Entertainments,Inc. of December31, 2012 and March29, 2012, and the relatednsolidated statements of operations,mprehensive earnings (loss), stockholders equity, andsh flows for the August31, 2012 to December31,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Amendment No. 5 to Registration Statement #333-190904 on Form S-1 of AMC Entertainments, of our reportted March20, 2013 related to the financial statements of National CineMedia,LLC appearing in the Prospectus, which is part of this Registration Statement.] [Consent of Independent Auditors Wensent to thelusion in this Amendment No. 5 to Registration Statement No. 333-190904 on Form S-1 of AMC Entertainments, of our reportted February20, 2013, on our audits of thensolidated financial statements of Digital Cinema Implementation Partners, and Subsidiaries of December31, 2012 and 2011 and for each of the years in the] [Consent of Independent Registered Public Accounting Firm Wensent to the use of our reportted February6, 2013, with respect to thensolidated balance sheets of Open Road Releasing, of December31, 2012 and 2011, and the relatednsolidated statements of operations, changes in members equity, andsh flows for each of the years in the two-year period ended December31, 2012,]
[AMENDMENT NO. 6 FORMS-1 REGISTRATION STATEMENT AMC ENTERTAINMENTS,INC. Delaware (State or other jurisdiction of 7832 (Primary Standard Industrial 26-0303916 (I.R.S. Employer One AMC Way Kevin M.nnor, Esq. (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies ofmmunications to: Approximatete ofmmencement of proposedle to public:] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Wensent to the use of our reportted August27, 2013 with respect to thensolidated balance sheets of AMC Entertainments,Inc. of December31, 2012 and March29, 2012, and the relatednsolidated statements of operations,mprehensive earnings (loss), stockholders equity, andsh flows for the August31, 2012 to December31,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Amendment No. 6 to Registration Statement #333-190904 on Form S-1 of AMC Entertainments, of our reportted March20, 2013 related to the financial statements of National CineMedia,LLC appearing in the Prospectus, which is part of this Registration Statement.] [Consent of Independent Auditors Wensent to thelusion in this Amendment No. 6 to Registration Statement No. 333-190904 on Form S-1 of AMC Entertainments, of our reportted February20, 2013, on our audits of thensolidated financial statements of Digital Cinema Implementation Partners, and Subsidiaries of December31, 2012 and 2011 and for each of the years in the] [Consent of Independent Registered Public Accounting Firm Wensent to the use of our reportted February6, 2013, with respect to thensolidated balance sheets of Open Road Releasing, of December31, 2012 and 2011, and the relatednsolidated statements of operations, changes in members equity, andsh flows for each of the years in the two-year period ended December31, 2012,]
