[TABLE OF CONTENTS] [Power of Attorney Xu Qing I, Zhang Xiaoya, a citizen of the People’s Republic of China (“China”), Chinese ID number: 130104196210091519, am a shareholder of Beijing Shengshi Lianhe Advertising Co., Ltd. (“Shengshi Lianhe”) and hold the 8.20% equity of Shengshi Lianhe. I hereby irrevocably authorize Mr. Xu Qing Authorize Mr. Xu Qing Xu Qing The precondition for the said authorization] [Supplementary Agreement to This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing and Zhang Xiaoya Party C: Beijing Shengshi Lianhe Advertising Co., Ltd. WHEREAS: (1) Party A, Party B and Party C signed the Equity Agreement] [Supplementary Agreement to This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing and Zhang Xiaoya (hereafter individually a “Shareholder” and collectively the “Shareholders”) Party C: Beijing Shengshi Lianhe Advertising Co., Ltd. WHEREAS: (1) Parties A, B] [Power of Attorney Guo Man Our company, Beijing Shengshi Lianhe Advertising Co., Ltd., which is a limited liability company registered in Beijing, the People’s Republic of China (“China”) and whose registration number is 1101042256681, is a shareholder of Beijing AirMedia Advertising Co., Ltd. (“AM Advertising”) and holds the 96.76% equity of AM Advertising. Our company hereby irrevocably authorizes Mr. Guo] [Supplementary Agreement No. 1 to the This Supplementary Agreement No. 1 (“this Agreement”) is entered into among the following parties in Beijing on June 19, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya, Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Party A,] [Supplementary Agreement No. 2 to the This Supplementary Agreement No. 2 (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya, Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Party A,] [Supplementary Agreement No. 1 to This Supplementary Agreement No. 1 (“this Agreement”) is entered into among the following parties in Beijing on June 19, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya and Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Parties A,] [Supplementary Agreement No. 2 to This Supplementary Agreement No. 2 (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya and Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Parties A,] [Supplementary Agreement to the Loan Agreement Supplementary Agreement THIS Party A: AirMedia Technology (Beijing) Co., Ltd. Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Party B: Guo Man ID No.: 110102196305041171 WHEREAS, 1. Party A is a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (“PRC”); 2.] [Power of Attorney Guo Man I, Xu Qing, a citizen of the People’s Republic of China (“China”), Chinese ID number: 11010119610220531X, am a shareholder of Beijing AirMedia UC Advertising Co., Ltd. (“AirMedia UC”) and hold the 17.24% equity of AirMedia UC. I hereby irrevocably authorize Mr. Guo Man Authorize Mr. Guo Man Guo Man The precondition for the said authorization] [Supplementary Agreement to the Equity Pledge Agreement This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS: (1) Party A, Party B and Party C signed the Equity] [Supplementary Agreement to the Call Option Agreement This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS: (1) Parties A, B and C signed the Call Option Agreement] [Supplementary Agreement to the Loan Agreement Supplementary Agreement This Party A: AirMedia Technology (Beijing) Co., Ltd. Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Party B: Guo Man ID No.: 110102196305041171 Party C: Xu Qing ID No.: 11010119610220531X WHEREAS, 1. Party A is a wholly foreign-owned enterprise incorporated under the laws of] [Power of Attorney Zhang Xiaoya I, Hong Tao, a citizen of the People’s Republic of China (“China”), Chinese ID number: 110108196210191239, am a shareholder of Beijing Yuehang Digital Media Advertising Co., Ltd. (“Yuehang Digital”) and hold the 20% equity of Yuehang Digital. I hereby irrevocably authorize Mr. Zhang Xiaoya Authorize Mr. Zhang Xiaoya Zhang Xiaoya The precondition for the said] [Technology Development Agreement THIS TECHNOLOGY DEVELOPMENT AGREEMENT (“this Agreement”) is entered into by the parties below in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with law. It has a stronger technology development capacity and] [Technology Support and Service Agreement THIS TECHNOLOGY SUPPORT AND SERVICE AGREEMENT (“this Agreement”) is entered into by the parties below in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with law. It has a strong] [Supplementary Agreement Party A: AirMedia Technology (Beijing) Co., Ltd. Whereas Party A and Party B have entered into an “Technology Support and Service Agreement” (hereinafter referred to as the “Original Agreement”) on April 1, 2008 in relation to the engagement of Party A by Party B to provide technology support and technology service, the two parties hereby agree to amend] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into among the following parties in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Fong Zhonghua, Hong Tao Party C: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS: (1) Party A and Party C signed the Technology Development Agreement and the Technology Support] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into among the following parties in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Fong Zhonghua, Hong Tao (hereafter individually a “Shareholder” and collectively the “Shareholders”) Party C: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS: (1) Fong Zhonghua and Hong Tao are] [EXECUTION VERSION SHARE PURCHASE AGREEMENT AMONG FIRST REACH HOLDINGS LIMITED EXCEL LEAD INTERNATIONAL LIMITED AND AIRMEDIA GROUP INC. dated as of July 4, 2008 Table of Contents ARTICLE I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Other Defined Terms 7 Section 1.3 Other Interpretive Provisions 8 ARTICLE II PURCHASE AND SALE OF SHARES 9 Section 2.1 Transfer] [List of Subsidiaries Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. Air Media International Ltd. British Virgin Islands 3. Excel Lead International Limited British Virgin Islands 4. Air Media (China) Limited Hong Kong 5. Royal Mart Limited Hong Kong 6. Glorious Star Investment Limited Hong Kong 7. AirMedia Technology (Beijing) Co., Ltd. PRC 8.] [Certification by the Chief Executive Officer I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Conor Chiahung Yang, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Herman Man Guo Chief Executive Officer EX-13.1 25 h03282exv13w1.htm EX-13.1] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Conor Chiahung Yang Chief Financial Officer EX-13.2 26 h03282exv13w2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-148352, on Form S-8 of our reports dated April 28, 2009, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities (the “VIE”) and its VIEs’ subsidiaries (collectively, the “Group”) and] [[Letterhead of Commerce & Finance Law Offices] April 28, 2009 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices EX-15.2 28 h03282exv15w2.htm EX-15.2] [[Letterhead of Sinomonitor International Co., Ltd.] 23 April AirMedia Group Inc. Dear Sirs: Report 28 We hereby consent to the use of our name, the reference to our August 2007 report commissioned by AirMedia Group Inc. (the “ Sincerely yours, Sinomonitor International Co., Ltd. 15/F.North Wing.The Central Office Tower Of Beijing Junefield Plaza.No.10 EX-15.3 29 h03282exv15w3.htm EX-15.3] [Our ref Direct tel E-mail AirMedia Group Inc. 28 April 2009 Dear Sirs AirMedia Group Inc. Company SEC Annual Report We have acted as legal advisors as to the laws of the Cayman Islands to AirMedia Group Inc., an exempted limited liability company incorporated in the Cayman Islands (the “ Yours faithfully EX-15.4 30 h03282exv15w4.htm EX-15.4]