DEPOSIT AGREEMENTDeposit Agreement • November 2nd, 2007 • Airmedia Group Inc. • American depositary receipts • New York
DEPOSIT AGREEMENT dated as of , 2007 (the “Deposit Agreement”) among AIRMEDIA GROUP INC. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
34,500,000] ordinary shares AIRMEDIA GROUP INC. ORDINARY SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2007 • Airmedia Group Inc. • American depositary receipts • New York
