[AIRMEDIA GROUP INC. Annual Report on Form 20-F TABLE OF CONTENTS Page] [Equity Interest Transfer Agreement edia Group Co., Ltd. In respect of AirM This Equity Interest Transfer Agreement in respect Agreement th of AirMedia Group Co., Ltd. (hereinafter referred to as the “ AirMedia 1. AirMedia Group Inc. (“ AirMedia Technology 2. AirMedia Technology (Beijing) Co., Ltd. (the “ a company incorporated and lawfully subsists under the laws of the PRC,] [Supplement Agreement of Equity Interest Transfer Agreement This Supplement Agreement of Equity Interest Transfer (the “ AirMedia 1. AirMedia Group Inc. (“ AirMedia Technology 2. AirMedia Technology (Beijing) Co., Ltd. (the “ AirMedia Shengshi 3. Beijing AirMedia Shengshi Advertising Co., Ltd. (the “ 4. Guo Man, PRC citizen, ID number , address is . Longde Wenchuang 5. Beijing Londe Wenchuang] [Exclusive Technology Consulting and Service Agreement Agreement th, China This Exclusive Technology Consulting and Service Agreement (the “ Party A: AirMedia Technology (Beijing) Co., Ltd. Legal Representative: Guo Man Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Party B: AirMedia Online Network Technology Co., Ltd. Legal Representative: Xu Qing Registered address: Room] [Technology Development Agreement Agreement th, China This Technology Development Agreement (the “ Party A: Party B: AirMedia Online Network Technology Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with laws with strong technology development capacity and ample experiences in respect of technology development services; (2) Party B requires a professional technology company to provide] [Technology Support and Service Agreement Agreement China This Technology Support and Service Agreement (the “ Party A: Party B: AirMedia Online Network Technology Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with laws with strong technology development and technology support capacity and ample experiences in respect of technology support and services; (2) Party B] [Loan Agreement Agreement PRC This loan agreement (the “ Lender AirMedia Technology (Beijing) Co., Ltd (hereinafter referred to as the " Party A: Registered address: Room 3088, Building 1, No. 2 Heng Fu Zhong Street, Science Town, Fengtai District, Beijing Legal Representative: Guo Man Borrower Party B: Guo Man (hereinafter referred to as the " 1 ID Number: Party Parties] [Exclusive Call Option Agreement With respect to AirMedia Online Network Technology Co., Ltd. Agreement th, China This Exclusive Call Option Agreement (the “ Party A: Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Legal Representative: Guo Man Party B: Guo Man Address: Rooms No. 1-3, 5/F, Gate No. 2, Building 3, Airport] [Power of Attorney I, Guo Man, a citizen of the People’s Republic of China (“China”), Chinese ID number , am a shareholder of AirMedia Online Network Technology Co., Ltd. (“AirMedia Online”) and holds 80% of the equity interest in AirMedia Online. I hereby irrevocably authorize the representative appointed by AirMedia Technology (Beijing), Co., Ltd. (“AirMedia Technology”), within the term of] [Equity Pledge Agreement This Equity Pledge Agreement (hereinafter, the “Agreement”) is entered into by and among the following parties on 5th June 2015 in Beijing, People’s Republic of China (“China”): Party A: Guo Man Residence: ID Number: Party B: AirMedia Technology (Beijing) Co., Ltd. Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing.] [Supplement Agreement In respect of the related agreement arrangement of Beijing AirMedia Shengshi Advertising Co., Ltd. This Agreement is entered by the following parties on January 21, 2016 in Beijing. Party A: AirMedia Technology (Beijing), Co., Ltd. Party B: Guo Man Xu Qing Party C: Beijing AirMedia Shengshi Advertising Co., Ltd. (formally known as “Beijing Shengshi Lianhe Advertising Co., Ltd.”)] [Supplement Agreement In respect of the related agreement arrangement of Beijing AirMedia Jiaming Advertising Co., Ltd. This Agreement is entered by the following parties on January 20, 2016 in Beijing. Party A: AirMedia Technology (Beijing), Co., Ltd. Party B: Guo Man Xu Qing Party C: Beijing AirMedia Jiaming Advertising Co., Ltd. (formally known as “Beijing AirMedia UC Advertising Co., Ltd.”)] [Supplement Agreement In respect of the related agreement arrangement of AirMedia Online Network Technology Co., Ltd. This Agreement is entered by the following parties on March 15, 2016 in Beijing. Party A: AirMedia Technology (Beijing), Co., Ltd. Party B: Guo Man Xu Qing Hong Tao Party C: AirMedia Online Network Technology Co., Ltd. Whereas: th (1) Party A, Party B,] [Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. AirMedia International Limited British Virgin Islands 3. AirMedia (China) Limited Hong Kong 4. AirMedia Technology (Beijing) Co., Ltd. PRC 5. Shenzhen AirMedia Information Technology Co., Ltd. PRC 6. Xi'an AirMedia Chuangyi Technology Co., Ltd. PRC Place of Incorporation 7. Beijing AirMedia Shengshi Advertising Co., Ltd. (formerly] [I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 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 of the circumstances under which such statements were] [Certification by the Principal Financial Officer I, Richard Peidong Wu, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 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 of the] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Principal 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.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-148352, 333-164219, 333-183448 and 333-187442 on Form S-8 and No. 333-161067 on Form F-3 of our reports dated May 16, 2016, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities] [通 商 律 師 事 務 所 Commerce & Finance Law Offices 中國北京市朝阳区建国门外大街甲12号新华保险大厦6层 邮编: 100022 電話: 8610-65693399 傳真: 8610-65693838, 65693836 www.tongshang.com Website: May 16 , 2016 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices] [Our ref SSY/629535-000001/9562925v2 AirMedia Group Inc. 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District Beijing, 100027 People's Republic of China 16 May 2016 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]