[Registration No. 333- __________________________________ FORM S-8 REGISTRATION STATEMENT UNDER AIRMEDIA GROUP INC. Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 17/F, Sky Plaza AirMedia Group Inc. 2012 Share Incentive Plan Copies of Correspondence to: CT Corporation System Louis A. Bevilacqua, Esq. 111 Eighth Avenue Woon-Wah Siu, Esq. New York, New York 10011 Pillsbury] [AIRMEDIA GROUP INC. 2012 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.3 “Award Agreement” means any written agreement, contract, or other instrument] [Our Ref JJH/629535-000001/5890995v1 Direct tel 7 +852 3690 Email jack.huang@maplesandcalder.com th AirMedia Group Inc. 22 March 2013 Dear Sirs AirMedia Group, Inc. Company Registration Statement Shares Plan We have examined the Registration Statement on Form S-8 to be filed by AirMedia Group, Inc., a Cayman Islands exempted company incorporated with limited liability (the " As Cayman Islands counsel to the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu Certified Public Accountants LLP]