VOTING AGREEMENTVoting Agreement • October 27th, 2015 • Guo Man • Services-advertising agencies • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 29, 2015 by and among AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • October 27th, 2015 • Guo Man • Services-advertising agencies • New York
This ROLLOVER AGREEMENT (this “Agreement”) is entered into as of September 29, 2015 by and among AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CONSORTIUM AGREEMENT among HERMAN MAN GUO JAMES ZHONGHUA FENG and QING XU Dated as of June 29, 2015Consortium Agreement • June 29th, 2015 • Guo Man • Services-advertising agencies • New York
THIS CONSORTIUM AGREEMENT (the “Agreement”) is made as of June 29, 2015, among (a) Herman Man Guo (“Mr. Guo”), (b) James Zhonghua Feng (“Mr. Feng”), and (c) Qing Xu (“Mr. Xu”). Each of Messrs. Guo, Feng and Xu is referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • August 3rd, 2017 • Guo Man • Services-advertising agencies
AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 28, 2017, among AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), AirMedia Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”) and AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • August 3rd, 2017 • Guo Man • Services-advertising agencies
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of December 19, 2016, among AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), AirMedia Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”) and AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
Joint Filing AgreementJoint Filing Agreement • June 29th, 2015 • Guo Man • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.001 per share, of AirMedia Group Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AMENDED AND RESTATED CONSORTIUM AGREEMENT between HERMAN MAN GUO and QING XU Dated as of September 18, 2015Consortium Agreement • September 18th, 2015 • Guo Man • Services-advertising agencies • New York
THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT (the “Agreement”) is made as of September 18, 2015, between (a) Herman Man Guo (“Mr. Guo”) and (b) Qing Xu (“Mr. Xu”). Each of Messrs. Guo and Xu is referred to herein as a “Party” and collectively as the “Parties.”
AIRNET TECHNOLOGY INC. INVESTOR REPURCHASE AGREEMENTInvestor Repurchase Agreement • April 8th, 2024 • Guo Man • Services-advertising agencies • Hong Kong
This Investor Repurchase Agreement (this “Agreement”) is made as of March 19, 2024 by and among the following parties (each a “Party” and collectively, the “Parties”):
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2014 • Guo Man • Services-advertising agencies
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares and American Depositary Shares of AirMedia Group Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
WITHDRAWAL NOTICE dated as of September 18, 2015Withdrawal Notice • September 18th, 2015 • Guo Man • Services-advertising agencies
Reference is made to the Consortium Agreement (the “Agreement”) dated as of June 29, 2015 by and among Mr. Herman Man Guo (“Mr. Guo”), Mr. James Zhonghua Feng (“Mr. Feng”) and Mr. Qing Xu (“Mr. Xu”). Capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement.
Joint Filing AgreementJoint Filing Agreement • October 9th, 2015 • Guo Man • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.001 per share, of AirMedia Group Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • March 8th, 2024 • Guo Man • Services-advertising agencies
This Share Subscription Agreement (this “Agreement”) is made as of February 8, 2024 by and between AirNet Technology Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and Wealthy Environment Limited, a company incorporated in the British Virgin Islands (the “Subscriber”), which is wholly owned by Mr. Herman Man Guo, the chairman of the board of directors and interim chief financial officer of the Company.
