[] [Supplementary Agreement No. 2 to the Call Option Agreement This Supplementary Agreement (this “Agreement”) is made by and among the following parties in Beijing on May 27, 2010: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS (1) Party A, Party B, Party C and Wang Zhenyu] [Supplementary Agreement No. 2 to the Equity Pledge Agreement This Supplementary Agreement (this “Agreement”) is made by and among the following parties in Beijing on May 27, 2010: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS (1) Parties A, Party B and Wang Zhenyu have entered] [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. Dominant City Ltd. British Virgin Islands 5. Air Media (China) Limited Hong Kong 6. Royal Mart Limited Hong Kong 7. Glorious Star Investment Limited Hong Kong 8.] [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, Xiaoya Zhang, 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] [(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] [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. Xiaoya Zhang President and Interim Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-148352, 333-164219 on Form S-8 and No. 333-161067 on Form F-3 of our reports dated May 28, 2010, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities (the “VIE”) and] [[Letterhead of Commerce & Finance Law Offices] May 28, 2010 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices] [Our ref BNM\629535\3234498v2 May 28, 2010 Dear Sirs AirMedia Group Inc. Yours faithfully Maples and Calder]