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Airnet Technology Inc. – ‘20-F’ for 12/31/15 – ‘EX-4.47’

On:  Monday, 5/16/16, at 4:20pm ET   ·   For:  12/31/15   ·   Accession #:  1144204-16-102621   ·   File #:  1-33765

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/16/16  Airnet Technology Inc.            20-F       12/31/15  149:12M                                    Toppan Merrill/FA

Annual Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report by a Foreign Non-Canadian Issuer      HTML   1.38M 
 2: EX-4.39     Instrument Defining the Rights of Security Holders  HTML    140K 
 3: EX-4.40     Instrument Defining the Rights of Security Holders  HTML     55K 
 4: EX-4.41     Instrument Defining the Rights of Security Holders  HTML     66K 
 5: EX-4.42     Instrument Defining the Rights of Security Holders  HTML     53K 
 6: EX-4.43     Instrument Defining the Rights of Security Holders  HTML     54K 
 7: EX-4.44     Instrument Defining the Rights of Security Holders  HTML    143K 
 8: EX-4.45     Instrument Defining the Rights of Security Holders  HTML     78K 
 9: EX-4.46     Instrument Defining the Rights of Security Holders  HTML     48K 
10: EX-4.47     Instrument Defining the Rights of Security Holders  HTML    183K 
11: EX-4.48     Instrument Defining the Rights of Security Holders  HTML     45K 
12: EX-4.49     Instrument Defining the Rights of Security Holders  HTML     44K 
13: EX-4.50     Instrument Defining the Rights of Security Holders  HTML     45K 
14: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     41K 
17: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     40K 
18: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     40K 
15: EX-12.1     Statement re: Computation of Ratios                 HTML     44K 
16: EX-12.2     Statement re: Computation of Ratios                 HTML     44K 
19: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     40K 
20: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     41K 
21: EX-15.3     Letter re: Unaudited Interim Financial Info         HTML     39K 
28: R1          Document and Entity Information                     HTML     63K 
29: R2          Consolidated Balance Sheets                         HTML    175K 
30: R3          Consolidated Balance Sheets (Parenthetical)         HTML     81K 
31: R4          Consolidated Statements of Operations               HTML    154K 
32: R5          Consolidated Statements of Operations               HTML     48K 
                (Parenthetical)                                                  
33: R6          Consolidated Statements of Comprehensive (Loss)     HTML     57K 
                Income                                                           
34: R7          Consolidated Statements of Comprehensive (Loss)     HTML     42K 
                Income (Parenthetical)                                           
35: R8          Consolidated Statements of Changes in Equity        HTML     97K 
36: R9          Consolidated Statements of Cash Flows               HTML    208K 
37: R10         Consolidated Statements of Cash Flows               HTML     49K 
                (Parenthetical)                                                  
38: R11         Organization and Principal Activities               HTML    146K 
39: R12         Summary of Significant Accounting Policies          HTML    112K 
40: R13         Discontinued Operations                             HTML    115K 
41: R14         Segment Information and Revenue Analysis            HTML     56K 
42: R15         Short-Term Investments                              HTML     42K 
43: R16         Long-Term Investments                               HTML     80K 
44: R17         Accounts Receivable, Net                            HTML     70K 
45: R18         Other Current Assets                                HTML     53K 
46: R19         Consideration Receivable                            HTML     41K 
47: R20         Assets Held for Sale                                HTML     42K 
48: R21         Other Non-Current Assets                            HTML     52K 
49: R22         Long-Term Deposits                                  HTML     46K 
50: R23         Acquired Intangible Assets, Net                     HTML     68K 
51: R24         Property and Equipment, Net                         HTML     52K 
52: R25         Prepaid Equipment Cost                              HTML     43K 
53: R26         Accrued Expenses and Other Current Liabilities      HTML     48K 
54: R27         Short-Term Loan                                     HTML     44K 
55: R28         Income Taxes                                        HTML    129K 
56: R29         Net (Loss) Income Per Share                         HTML     70K 
57: R30         Share Based Payments                                HTML    101K 
58: R31         Fair Value Measurement                              HTML     47K 
59: R32         Share Repurchase Plan                               HTML     43K 
60: R33         Mainland China Contribution Plan                    HTML     44K 
61: R34         Statutory Reserves                                  HTML     43K 
62: R35         Restricted Net Assets                               HTML     43K 
63: R36         Commitments                                         HTML     55K 
64: R37         Contingent Liabilities                              HTML     55K 
65: R38         Related Party Transactions                          HTML    124K 
66: R39         Subsequent Events                                   HTML     42K 
67: R40         Additional Information-Financial Statement          HTML    263K 
                Schedule I Financial Information of Parent Company               
68: R41         Summary of Significant Accounting Policies          HTML    196K 
                (Policies)                                                       
69: R42         Organization and Principal Activities (Tables)      HTML    123K 
70: R43         Summary of Significant Accounting Policies          HTML     53K 
                (Tables)                                                         
71: R44         Discontinued Operations (Tables)                    HTML    110K 
72: R45         Segment Information and Revenue Analysis (Tables)   HTML     49K 
73: R46         Long-Term Investments (Tables)                      HTML     78K 
74: R47         Accounts Receivable, Net (Tables)                   HTML     68K 
75: R48         Other Current Assets (Tables)                       HTML     52K 
76: R49         Other Non-Current Assets (Tables)                   HTML     50K 
77: R50         Long-Term Deposits (Tables)                         HTML     45K 
78: R51         Acquired Intangible Assets, Net (Tables)            HTML     66K 
79: R52         Property and Equipment, Net (Tables)                HTML     50K 
80: R53         Accrued Expenses and Other Current Liabilities      HTML     47K 
                (Tables)                                                         
81: R54         Income Taxes (Tables)                               HTML    110K 
82: R55         Net (Loss) Income Per Share (Tables)                HTML     68K 
83: R56         Share Based Payments (Tables)                       HTML     71K 
84: R57         Commitments (Tables)                                HTML     49K 
85: R58         Related Party Transactions (Tables)                 HTML    121K 
86: R59         Additional Information-Financial Statement          HTML    220K 
                Schedule I Financial Information of Parent Company               
                (Tables)                                                         
87: R60         Organization and Principal Activities (Narrative)   HTML     68K 
                (Details)                                                        
88: R61         Organization and Principal Activities (Schedule of  HTML    108K 
                Companies Subsidiaries and VIE's) (Details)                      
89: R62         Organization and Principal Activities (Schedule of  HTML     57K 
                VIE's Consolidated Balance Sheets) (Details)                     
90: R63         Organization and Principal Activities (Schedule of  HTML     64K 
                VIE's Consolidated Statement of Operations)                      
                (Details)                                                        
91: R64         Summary of Significant Accounting Policies          HTML     68K 
                (Narrative) (Details)                                            
92: R65         Summary of Significant Accounting Policies          HTML     60K 
                (Schedule of Estimated Useful Lives of Property                  
                and Equipment) (Details)                                         
93: R66         Summary of Significant Accounting Policies          HTML     56K 
                (Schedule of Estimated Economic Lives of                         
                Intangible Assets) (Details)                                     
94: R67         Discontinued Operations (Narrative) (Details)       HTML     80K 
95: R68         Discontinued Operations (Schedule of Carrying       HTML    130K 
                amounts of assets and liabilities disposed)                      
                (Details)                                                        
96: R69         Discontinued Operations (Schedule of result of      HTML     76K 
                operations of the Target Businesses) (Details)                   
97: R70         Discontinued Operations (Schedule of outstanding    HTML     58K 
                balances with the Group's related parties)                       
                (Details)                                                        
98: R71         Discontinued Operations (Schedule of related party  HTML     57K 
                transactions) (Details)                                          
99: R72         Segment Information and Revenue Analysis (Details)  HTML     48K 
100: R73         Short-Term Investments (Details)                    HTML     52K  
101: R74         Long-Term Investments (Narrative) (Details)         HTML    196K  
102: R75         Long-Term Investments (Schedule of Equity Method    HTML     77K  
                Investments) (Details)                                           
103: R76         Long-Term Investments (Schedule of Equity Method    HTML     63K  
                Investee) (Details)                                              
104: R77         Accounts Receivable, Net (Schedule of Accounts      HTML     53K  
                Receivable, Net) (Details)                                       
105: R78         Accounts Receivable, Net (Schedule of Allowance     HTML     49K  
                for Doubtful Accounts) (Details)                                 
106: R79         Other Current Assets (Details)                      HTML     66K  
107: R80         Other Current Assets (Details) (Parenthetical)      HTML     56K  
108: R81         Consideration Receivable (Narrative) (Details)      HTML     44K  
109: R82         Assets Held for Sale (Narrative) (Details)          HTML     48K  
110: R83         Other Non-Current Assets (Details)                  HTML     51K  
111: R84         Long-Term Deposits (Details)                        HTML     51K  
112: R85         Acquired Intangible Assets, Net (Details)           HTML     80K  
113: R86         Property and Equipment, Net (Details)               HTML     66K  
114: R87         Prepaid Equipment Cost (Details)                    HTML     59K  
115: R88         Accrued Expenses and Other Current Liabilities      HTML     57K  
                (Details)                                                        
116: R89         Short-Term Loan (Narrative) (Details)               HTML     52K  
117: R90         Income Taxes (Narrative) (Details)                  HTML     60K  
118: R91         Income Taxes (Schedule of Income Tax                HTML     49K  
                (Expenses)/Benefits) (Details)                                   
119: R92         Income Taxes (Schedule of Deferred Income Tax       HTML     77K  
                Assets and Liabilities) (Details)                                
120: R93         Income Taxes (Schedule of Reconciliation of         HTML     73K  
                Effective Income Tax Rate) (Details)                             
121: R94         Income Taxes (Schedule of VIE's Net Loss Per Share  HTML     49K  
                Amounts) (Details)                                               
122: R95         Net (Loss) Income Per Share (Details)               HTML     88K  
123: R96         Net (Loss) Income Per Share (Details)               HTML     42K  
                (Parenthetical)                                                  
124: R97         Share Based Payments (Narrative) (Details)          HTML    230K  
125: R98         Share Based Payments (Schedule of Stock Option      HTML    105K  
                Activities) (Details)                                            
126: R99         Share Based Payments (Schedule of Stock Option      HTML     53K  
                Assumptions) (Details)                                           
127: R100        Fair Value Measurement (Details)                    HTML     46K  
128: R101        Share Repurchase Plan (Details)                     HTML     57K  
129: R102        Mainland China Contribution Plan (Details)          HTML     41K  
130: R103        Statutory Reserves (Details)                        HTML     40K  
131: R104        Restricted Net Assets (Details)                     HTML     44K  
132: R105        Commitments (Narrative) (Details)                   HTML     50K  
133: R106        Commitments (Schedule of Future Minimum Rental      HTML     49K  
                Lease Payments) (Details)                                        
134: R107        Commitments (Schedule of Future Minimum Concession  HTML     57K  
                Fee Payments) (Details)                                          
135: R108        Contingent Liabilities (Details)                    HTML     41K  
136: R109        Related Party Transactions (Schedule of Amount Due  HTML     61K  
                from Related Parties) (Details)                                  
137: R110        Related Party Transactions (Schedule of Amount Due  HTML     49K  
                from a Related Party) (Details)                                  
138: R111        Related Party Transactions (Schedule of Revenues    HTML     55K  
                and Purchases) (Details)                                         
139: R112        Related Party Transactions (Schedule of Equity      HTML     63K  
                Transaction with Related Party) (Details)                        
140: R113        Related Party Transactions (Narrative) (Details)    HTML     51K  
141: R114        Additional Information-Financial Statement          HTML    100K  
                (Schedule of Parent Company Balance Sheets)                      
                (Details)                                                        
142: R115        Additional Information-Financial Statement          HTML     53K  
                (Schedule of Parent Company Balance Sheets)                      
                (Details) (Parenthetical)                                        
143: R116        Additional Information-Financial Statement          HTML     54K  
                (Schedule of Parent Company Statements of                        
                Operations) (Details)                                            
144: R117        Additional Information-Financial Statement          HTML     54K  
                (Schedule of Parent Company Statements of                        
                Comprehensive (Loss)/Income) (Details)                           
145: R118        Additional Information-Financial Statement          HTML    133K  
                (Schedule of Parent Company Statements of Changes                
                in Equity) (Details)                                             
146: R119        Additional Information-Financial Statement          HTML     91K  
                (Schedule of Parent Company Statements of Cash                   
                Flows) (Details)                                                 
148: XML         IDEA XML File -- Filing Summary                      XML    265K  
147: EXCEL       IDEA Workbook of Financial Reports                  XLSX    167K  
22: EX-101.INS  XBRL Instance -- amcn-20151231                       XML   3.84M 
24: EX-101.CAL  XBRL Calculations -- amcn-20151231_cal               XML    350K 
25: EX-101.DEF  XBRL Definitions -- amcn-20151231_def                XML   1.08M 
26: EX-101.LAB  XBRL Labels -- amcn-20151231_lab                     XML   2.06M 
27: EX-101.PRE  XBRL Presentations -- amcn-20151231_pre              XML   1.55M 
23: EX-101.SCH  XBRL Schema -- amcn-20151231                         XSD    364K 
149: ZIP         XBRL Zipped Folder -- 0001144204-16-102621-xbrl      Zip    293K  


‘EX-4.47’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 4.47

 

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.

 

Legal Representative: Guo Man

 

Party C: AirMedia Online Network Technology Co., Ltd.

 

Registered address: Room 401-402, 4/F, No.26 Dongzhimenwai Street, Chaoyang District, Beijing.

 

Legal Representative: XU Qing

 

(hereinafter, Party A is referred to as the “Pledgor”, Party B is referred to as the “Pledgee”, the aforesaid three parties are respectively referred to as a “Party”, jointly referred to as the “Parties” in this Agreement.)

 

Whereas:

 

(1)Party C is a limited liability company dully established and existed under the laws of China, with a register capital of fifty million ChineseYuan (RMB50million);

 

(2)Currently, the Pledgor is a shareholder of Party C. the Pledgor legally holds 80% of the total equity interests in Party C

 

(3)In accordance with an exclusive call option agreement entered into by and among the Pledgor, Party B and Party C on 5th June 2015 (hereinafter, the "Call Option Agreement"), the Pledgor shall, to the extent permitted by laws in China, transfer all or part of its equity interests in Party C it holds to the Pledgee and/or its designated person or entity upon the request of Party B;

 

(4)In accordance with an exclusive technology consultation and service agreement entered into by and between Party B and Party C on 5th June 2015 (hereinafter, the "Service Agreement", together with the Call Option Agreement, the "Master Agreements"). Party B, upon the commission of Party C, provides service to Party C. Party C shall pay the service fee upon the relevant requirements.

 

(5)To guarantee the obligations under the Master Agreements are fulfilled by the Pledgor and Party C, the Pledgor agrees to pledge all of the equity interests in Party C it holds to Party B. Party C agrees such pledge arrangement.

 

 C: 

 

 

 

NOW, THEREFORE, through mutual consensus, the Parties hereby agree as follows:

 

1.Right of Pledge and the scope of the pledge guarantee

 

1.1The Pledgor agrees to pledge all of its equity interests in Party C to Party B as the guarantee of the performance of the obligations by the Pledgor and Party C under the Master Agreements and the guarantee to the liquidity damage resulted by the invalidity, cancellation or rescission of the Master Agreements. Party C agrees to such pledge arrangement.

 

1.2The Right of Pledge refers to the right for the Pledgee to be paid in priority with the remuneration resulted from the conversion, auction or sale of the equity interests pledged by the Pledgor

 

1.3The effectiveness of the pledge guarantee under this Agreement shall not be impacted by any amendment or modification to the Master Agreements. The pledge guarantee under this Agreement remains effective to the obligations of the Pledgor and Party C under the amended Master Agreement. The invalidity, cancellation or rescission of the Master Agreements shall not impact the effectiveness of this Agreement. If any one of the Master Agreements becomes invalid, cancelled or dismissed by whatsoever reason, the Pledgee is entitled to immediately exercise the Right of Pledge in accordance with Clause 9 of this Agreement.

 

2.Pledged Equity

 

2.1The Pledged Equity under this Agreement is the 80% of the total equity interests in Party C held by the Pledgor (hereinafter, the “Pledged Equity”) and all of the rights attached to the Pledged Equity. The detailed information of the Pledged Equity is as follows:

 

Name of the Company: AirMedia Online Network Technology Co., Ltd.

 

Registered Capital: RMB50million

 

Pledged Equity: 80% of the total equity interests

 

3.Establishment of the Right of Pledge

 

3.1The Right of Pledge under this Agreement shall be recorded on Party C’s register of shareholders and its capital contribution certificate in the forms attached herein. All Parties further agree that the register of shareholders that shows such pledge shall be kept by the Pledgee.

 

3.2In light that the Right of Pledge should be established after a registration is made at the industry and commerce department where Party C registered, all Parties shall comply with laws and regulations and complete such registration at their best efforts.

 

 C: 

 

 

 

4.Term of the Pledge

 

4.1The pledge under this Agreement shall be established on the date that the equity pledge is registered at the industry and commerce department where Party C registered and shall terminate untill two (2) years after all liabilities under the Master Agreements have been due (hereinafter, the "Term of Pledge").

 

4.2Within the Term of Pledge, in the event that the Pledgor and Party C fail to perform any of their obligations under the Master Agreements or resulted by the Master Agreements, the Pledgee is entitled to dispose the Right of Pledge under the Article 9 of this Agreement.

 

5.Storage and the return of the credentials of the pledge

 

5.1The Pledgor shall, within three (3) working days after the date that the Pledge is registered on Party C’s register of shareholders in accordance with the Article 3 herein, deliver register of shareholders and the capital contribution certificate of Party C to the Pledgee; The Pledgee shall have an obligation of taking care of the delivered credentials of the pledge.

 

5.2In the case that the pledge herein is released in accordance with this Agreement, the Pledgee shall, within three (3) working days after the pledge herein is released in accordance with this Agreement, return the credentials of the pledge to the Pledgor and provide the Pledgor with necessary assistances during the procedure of the release of the pledge herein.

 

6.Representations and warranties of the Pledgor

 

The Pledgor herein represents and warrants to the Pledgor that as of the date this Agreement becomes effective:

 

6.1The Pledgor is the only legally owner of the Pledged Equity;

 

6.2The Pledgor has not created any other security interest or third-party interests on the Pledged Equity except for the interest of the Pledgee;

 

6.3The Equity Pledge under this Agreement has obtained the consent of Party C’s shareholders’ meeting;

 

6.4Upon effectiveness of this Agreement, the obligations hereunder shall be legally, effective and legally binding upon the Pledgor;

 

6.5The pledge of the Pledged Equity undertaken by the Pledgor in accordance with this Agreement does not violate PRC laws, regulations or other relevant governmental rules, nor does it breach any contract, agreement or any commitment the Pledgor has made with any third party;

 

6.6All files and materials regarding to this Agreement provided by the Pledgor to the Pledgee shall be true, accurate and integral;

 

 C: 

 

 

 

6.7The Pledgor shall only perform all rights in the capacity of the shareholder of Party C under the written authorization and the request of the Pledgee.

 

7.Covenants of the Pledgor

 

7.1Within the term of this Agreement, the Pledgor, for the interests of the Pledgee, covenants to the Pledgee that the Pledgor shall:

 

(1)Complete the registration of the pledge hereunder within forty-five(45) working days after the execution of this Agreement at the industrial and commercial administrative department in accordance with this Agreement;

 

(2)Without the prior written consent, not transfer equity interest nor establish or permit the establishment of any other pledge that may impact the rights and interests of the Pledgee.

 

(3)Comply and execute all laws, regulations and rules concerning the pledge of rights. After receiving the notice, order or suggestion issued by the competent authorities, the Pledgor shall present such notice, order or suggestion to the Pledgee within five (5) days and shall comply such notice, order or suggestion, or raise objection upon the reasonable request by the Pledgee or the consent of the Pledgee.

 

(4)Promptly notice the Pledgee any event or notice received that may cause the Pledgor to compromise the equity interest or any part of the equity, and any commitment, obligation established to modify this Agreement or any event or notice received that my result any impact therefrom.

 

7.2The Pledgor covenants that the rights to be exercised by the Pledgee in accordance with this Agreement shall not be interrupted through legal procedure nor interfered by the Pledgor, the successor of the Pledgor, the trustee of the Pledgor or any other person;

 

7.3The Pledgor covenants to the Pledgee that to protect or complete the guarantee of the obligations under the Master Agreements with this Agreement, the Pledgor shall honestly sign and cause the other parties that have stakes on the Right of Pledge undertake all the actions requested by the Pledgee and facilitate the exercise of rights and authorization granted to the Pledgee under this Agreement.

 

7.4The Pledgor covenants to the Pledgee that the Pledgor shall sign all amendments of the share certificate (if necessary and applicable) with the Pledgee or its designated person (a person/legal person), and provide the Pledge with all notices, orders and decisions it believes to be necessary within a reasonable period.

 

 C: 

 

 

 

7.5The Pledgor, for the interests of the Pledgee, covenants to the Pledgee that the Pledgor shall comply and fulfill all representations, covenants, agreements, statements and conditions. In the case that the Pledgor cannot comply or fail to fulfill all or part of its representations, covenants, agreements, statements and conditions, the Pledgor shall be liable for all losses suffered by the Pledgee therefrom.

 

8.Events of default and responsibilities for breach of this Agreement

 

8.1All of the following conditions shall be deemed as events of default:

 

(1)The Pledgor or Party C fails to perform its obligations under the Master Agreements;

 

(2)Any statement, warrant or covenant made by the Pledgor under Article 6 and Article 7 of this Agreement is material misleading or false. Or the Pledgor breaches any other term of this Agreement;

 

(3)The Pledgor gives up the Pledged Equity or transfers the Pledged Equity without obtaining written notice from the Pledgee or set any other encumbrance on the Pledged Equity;

 

(4)Any loan, guarantee, compensation, commitment or any other debt-repaying obligation of the Pledgor (i) is requested to be repaid or exercise in advance resulted from a default; or (ii) is overdue and leads the Pledgee to believe that the ability of the Pledgor to fulfill the obligation under this Agreement is compromised therefrom;

 

(5)Party C cannot repay the general debts or other debts;

 

(6)Other than those due to force majeure, any event that may result in the illegality of this Agreement or the failure in the Pledgor’s performance to this agreement;

 

(7)Any adverse change to the Pledgor that may cause the Pledgee to believe the ability of the Pledgor to fulfill the obligations has been compromised;

 

(8)The successor or the agent of Party C may partially perform or refuse to perform the obligations under the Master Agreements;

 

(9)Any default caused by any action or omission of the Pledgor that may breach this Agreement;

 

(10)This Agreement is deemed to be illegal by any applicable law. Or any applicable law may cause the failure in the performance of the obligations under this Agreement by the Pledgor;

 

(11)Any governmental approval, permission, or authorization that may cause this Agreement enforceable, legal and effective is revoked, invalid or materially modified.

 

 C: 

 

 

 

8.2Where the Pledgor is aware of any event described at the Article 8.1 of this Agreement or any event that may cause the above events has happened, the Pledgor shall immediately notify the Pledgee in written form.

 

8.3Unless the event of default listed in the Article 8.1 above has been fully resolved in a manner satisfied by the Pledgee, the Pledgee may deliver a notice of default in writing to the Pledgor at the time the event of default by the Pledgor happened or at any time after such event of default happened, requesting immediate performances on the obligations under the Master Agreements by the Pledger or deposing the Right of Pledge in accordance with the Article 9 of this Agreement.

 

9Exercise of Pledge Right

 

9.1Before completion of fully performance of obligations under the Master Agreements, the Pledgor shall, without the Pledgee’s prior written consent, have no right to transfer the pledged equity.

 

9.2In the event of default set forth in Art. 8, the Pledgee’s shall deliver default notice to the Pledgor when exercising pledge right. The Pledgee is entitled to dispose the pledge right at any time on and after the delivery of the default notice persuade to Art. 8.3.

 

9.3The Pledgee is entitled to, subject to the legal procedure, sell or dispose in other way the pledged equity. The Pledgor undertakes to transfer all shareholder’s rights to the Pledgee once the Pledgee decided to exercise the pledge right. The Pledgee shall also be entitled to convert the property into money as payment of the debt or enjoy priority of having his claim satisfied with the proceeds of auction or sale of the pledged property.

 

9.4The Pledgor shall not set obstacles to hinder but rather provide necessary assistance for the exercise of pledge right by the Pledgee.

 

10Transfer

 

10.1Without the Pledgor’s prior written consent, the Pledgee shall have no right to donate or transfer any of its rights and obligations under this Agreement. In the event of the Pledgor’s death, the Pledgor agrees that its rights and obligations under this Agreement will be inherited immediately by the person designated by the Pledgee.

 

10.2This Agreement shall bind upon the Pledgor and its successors, the Pledgee and its successors and assigns permitted by the Pledgee.

 

10.3The Pledgee may, at any time, transfer any or all of its rights and obligations under the Master Agreements to the person designated by it (natural person/legal person). In this case, the transferee shall take over the Pledgee’s rights and obligations under this Agreement as if it is a party to this Agreement. When the Pledgee transfers its rights and obligations under the Master Agreements, the Pledgor shall sign the agreements and/or instruments related to the transfer on written notice delivered by the Pledgee to the Pledgor.

 

 C: 

 

 

 

10.4If the above transfer results in the change of the Pledgee, the parties to the new pledge shall sign a new pledge agreement; the new pledge agreement shall be materially consistent with this Agreement.

 

11Effectiveness and Termination

 

11.1This Agreement shall be effective from the date of execution, the pledge right shall be effective from the date of registration at the Industry and Commerce Department where Party C registered.

 

11.2If allowed, all Parties shall endeavor to handle or to impel the above registration at the Industry and Commerce Department where Party C registered, however, the register would not affect the effectiveness and validity of this Agreement.

 

11.3This Agreement shall be terminated after two (2) years after the Pledgor and/or Party C no longer bear obligations under or arising from the Master Agreements, and the Pledgee shall, as reasonable early as possible to cancel or dissolve this Agreement.

 

11.4The release of the pledge shall be written into the shareholders' name-list of Party C and be registered for cancellation, subject to the law, in the Industry and Commerce Department where Party C registered.

 

12Expenses and other Costs

 

All the taxes and costs generated from the preparation, execution of this Agreement and completion of the transaction of this Agreement for each Party subject to PRC law shall be duly borne respectively by each Party. In spite of above agreement, Party B agrees to bear any tax and cost generated from this Agreement for both Party A and Party B, unless Party A and/or Party B breaches this Agreement.

 

13Force Majeure

 

13.1Force Majeure hereof refers to events beyond reasonable control and could not be avoided under due care of affected Party, including but not limiting to governmental action, nature power, fire, blast, storm, serious flood, earthquake, tide, lightning or war. The scarcity of credit, capital or loan facility shall not be deemed as the event beyond one Party’s reasonable control. The affected Party shall notify the other Party of the occurrence of the Force Majeure events as soon as possible.

 

13.2In the event that the Force Majeure suspend or retard the performance of this Agreement, liability under this Agreement shall not be borne by the affected Party within the sphere of suspended or retarded the performance. The affected Party shall reduce or eliminate the effect of the Force Majeure and endeavor to restore the said performance. Once the Force Majeure was eliminated, all Parties agree to restore the performance of this Agreement with best efforts.

 

 C: 

 

 

 

14Confidentiality

 

The Parties acknowledge and confirm that any oral or written materials exchanged between the Parties in respect of this Agreement shall be confidential information. No Party shall disclose such information to any third party without written consent by other Parties, unless the following circumstances:

 

a)Such materials are known or will be known to the public, which is not a result of the unauthorized disclosure from the Party that accepts materials;

 

b)Such materials are required to be disclosed by the applicable laws or the rules and regulations of security exchanges; or

 

c)Where a Party discloses such materials in connection with the transaction contemplated herein to a legal or financial advisor, such legal or financial advisor shall also follow the duty of confidentiality similar to this clause. Breach of confidence by the employee or the hired agency of any Party shall be deemed as breach of confidence by such Party and the Party shall bear the liability under this Agreement. In the event that this agreement is by any means invalid, discharged terminated or impractical, this confidentiality clause shall survive.

 

15Applicable Laws and Dispute Resolution

 

15.1The formation, validity, performance, interpretation and resolution of disputes in connection with this Agreement shall be governed by laws of the PRC.

 

15.2Any dispute arising from this Agreement shall be settled by the Parties through amicable negotiations.

 

15.3In case no settlement can be reached within thirty (30) days after one Party makes a request for settlement, either Party may submit such dispute to Beijing Arbitration Commission for arbitration in accordance with its rules. The seat of arbitration should be in Beijing. The arbitration award shall be final and binding upon the Parties. Apart from the matters in controversy, the other rights and obligations under this Agreement shall be exercised and fulfilled respectively by each Party.

 

16Notice

 

Any notice or other communication made by the Party herein shall be in written form and delivered to the other Party via personal delivery, letter or facsimile at the following address or other address designated by such Party from time to time. The actual delivery date shall be deemed by the following methods: (a) the notices delivered via personal delivery shall be deemed actual given on the date of personal delivery; (b) the notices delivered via letters shall be deemed actual given on the seven (7) day after such registered airmail has been sent with its postage paid (shown on a postmarks), or on the fourth (4) day after such letter is given to a international recognized express agent; and (c) the notices delivered via facsimile shall be deemed actual given on the date shown on the transmission confirmation of such files.

 

 C: 

 

 

 

Address for Party A: Guo Man

 

Address: F/15, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng District, Beijing, China.

 

Telephone Number:

 

Fax Number:

 

Address for Party B: AirMedia Technology (Beijing) Co., Ltd.

 

Recipient: Guo Man

 

Address: F/15, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng District, Beijing, China.

 

Telephone Number:

 

Fax Number:

 

Address for Party C: AirMedia Online Network Technology Co., Ltd.

 

Recipient: Xu Qing

 

Address: F/17, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng District, Beijing, China.

 

Telephone Number:

 

Fax Number:

 

17Miscellaneous

 

17.1The headings of this Agreement are for convenience of reference only and shall not interpret, explain or in any means affect the meaning of the clauses herein.

 

17.2This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral discussions and/or written agreements reached by the Parties with respect to the subject matter hereof.

 

17.3This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assignees.

 

17.4Either Party fails to enforce any right timely under this Agreement shall not be deemed as a waiver of such right and shall not prevent the Party to enforce such right in the future.

 

17.5If any clause of this Agreement is deemed to be invalid, null or unenforceable by the competent courts, or arbitration institution, such provision shall not affect the validity and enforceability of the remainders of this Agreement. The Parties should cease to perform such invalid, null or unenforceable clause and revise such clause to the extent that such fact and circumstance may be enforceable in a way closest to the original intention.

 

 C: 

 

 

 

17.6The unmentioned matters shall be determined upon further negotiations by the Parties. Any amendment or supplement to this Agreement shall be in written form and signed by all Parties before becoming integral part of this Agreement and having same legal effect with this Agreement.

 

17.7In case the equity pledge registration authority request to resign or modify this Agreement in respect of the pledge registration, all Parties shall ensure the validity and enforceability of this Agreement.

 

17.8This Agreement may be executed in five (5) counterparts with same legal effect, each party hereto shall hold one (1) counterpart, the other counterparts shall be submitted to the equity pledge registration authority for registration.

 

(No text below)

 

 C: 

 

 

 

[Signature Page]

 

IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by itself or its legal representative or authorized representative on the date first set forth above.

 

Guo Man
 

Signature:/s/ Guo Man

 

AirMedia Technology (Beijing) Co., Ltd.

 

Signature:/s/ Guo Man
 

Name: Guo Man

 

Title: Legal Representative
 

Common seal: AirMedia Technology (Beijing) Co., Ltd.

 

AirMedia Online Network Technology Co., Ltd.

 

Signature:/s/ Xu Qing
 

Name: Xu Qing

 

Title: Legal Representative
 

Common seal: AirMedia Online Network Technology Co., Ltd

 

 C: 

 

 

 

Annex 1: Shareholder Name list of AirMedia Online Network Technology Co., Ltd.

 

Date: June 5th, 2015

 

Shareholder’s
name
  Scale of equity
held
  Shareholder information   Memo
             
Guo Man   80%  

Nationality: China

 

Address:

 

ID:

  Subject to the Equity Pledge Agreement entered into by and among Guo Man, AirMedia Technology (Beijing) Co., Ltd. and AirMedia Online Network Technology Co., Ltd. on June 5th 2015, Guo Man agrees to pledge 80% equity of he holds in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd.
             
Xu Qing   15%  

Nationality: China

 

Address:

 

ID:

  Subject to the Equity Pledge Agreement entered into by and among Xu Qing, AirMedia Technology (Beijing) Co., Ltd. and AirMedia Online Network Technology Co., Ltd. on June 5th 2015, Xu Qing agrees to pledge 15% equity of he holds in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd.
             
Hong Tao   5%  

Nationality: China

 

Address:

 

ID:

  Subject to the Equity Pledge Agreement entered into by and amongHong Tao, AirMedia Technology (Beijing) Co., Ltd. and AirMedia Online Network Technology Co., Ltd. on June 5th 2015, Hong Tao agrees to pledge 5% equity of he holds in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd.

 

 C: 

 

 

 

Annex 2: Certificate of Capital Contribution of AirMedia Online Network Technology Co., Ltd.

 

(No. 001)

 

Company name: AirMedia Online Network Technology Co., Ltd.

 

Incorporation date: April 30th, 2015

 

Capital contribution: RMB 50,000,000.00

 

Shareholder’s name: Guo Man

 

ID:

 

This is to certify that Guo Man subscribes capital contribution of RMB 40,000,000.00, holds 80% of the equity interest in AirMedia Online Network Technology Co., Ltd. Subject to the Equity Pledge Agreement entered into on June 5th 2015, Guo Man shall pledge total of his 80% equity interest in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd. and handle the pledge registration at registration department.

 

AirMedia Online Network Technology Co., Ltd.

Signature: /s/Xu Qing

Name: Xu Qing

Legal Representative 

Date: June 5th 2015

 

 C: 

 

 

 

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: Xu Qing

 

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.

 

Legal Representative: Guo Man

 

Party C: AirMedia Online Network Technology Co., Ltd.

 

Registered address: Room 401-402, 4/F, No.26 Dongzhimenwai Street, Chaoyang District, Beijing.

 

Legal Representative: Xu Qing

 

(hereinafter, Party A is referred as the “Pledgor”, Party B is referred as the “Pledgee”, the aforesaid three parties are respectively referred to as a “Party”, jointly referred to as the “Parties” in this Agreement.)

 

Whereas:

 

(1)Party C is a limited liability company dully established and existed under the laws of China, with a register capital of fifty million ChineseYuan (RMB50million);

 

(2)Currently, the Pledgor is a shareholder of Party C. the Pledgor legally holds 15% of the total equity interests in Party C

 

(3)In accordance with an exclusive call option agreement entered into by and between the Pledgor, Party B and Party C on 5th June 2015 (hereinafter, the "Call Option Agreement"), the Pledgor shall, to the extent permitted by laws in China, transfer all or part of its equity interests in Party C it holds to the Pledgee and/or its designated person or entity upon the request of Party B;

 

(4)In accordance with an exclusive technology consultation and service agreement entered into by and among Party B and Party C on 5th June 2015 (hereinafter, the "Service Agreement", together with the Call Option Agreement, the "Master Agreements"). Party B, upon the commission of Party C, provides service to Party C. Party C should pay the service fee upon the relevant requirements.

 

(5)To guarantee the obligations under the Master Agreements are fulfilled by the Pledgor and Party C, the Pledgor agrees to pledge all of the equity interests in Party C it holds to Party B. Party C agrees such pledge arrangement.

 

 C: 

 

 

 

NOW, THEREFORE, through mutual consensus, the Parties hereby agree as follows:

 

1.Right of Pledge and the scope of the pledge guarantee

 

1.1The Pledgor agrees to pledge all of its equity interests in Party C to Party B as the guarantee of the performance of the obligations by the Pledgor and Party C under the Master Agreements and the guarantee to the liquidity damage resulted by the invalidity, cancellation or rescission of the Master Agreements. Party C agrees to such pledge arrangement.

 

1.2The Right of Pledge refers to the right for the Pledgee to be paid in priority with the remuneration resulted from the conversion, auction or sale of the equity interests pledged by the Pledgor

 

1.3The effectiveness of the pledge guarantee under this Agreement shall not be impacted by any amendment or modification to the Master Agreements. The pledge guarantee under this Agreement remains effective to the obligations of the Pledgor and Party C under the amended Master Agreement. The invalidity, cancellation or rescission of the Master Agreements shall not impact the effectiveness of this Agreement. If any one of the Master Agreements becomes invalid, cancelled or dismissed by whatsoever reason, the Pledgee is entitled to immediately exercise the Right of Pledge in accordance with Clause 9 of this Agreement.

 

2.Pledged Equity

 

2.1The Pledged Equity under this Agreement is the 15% of the total equity interests in Party C held by the Pledgor (hereinafter, the “Pledged Equity”) and all of the rights attached to the Pledged Equity. The detailed information of the Pledged Equity is as follows:

 

Name of the Company: AirMedia Online Network Technology Co., Ltd.

 

Registered Capital: RMB50million

 

Pledged Equity: 15% of the total equity interests

 

3.Establishment of the Right of Pledge

 

3.1The Right of Pledge under this Agreement shall be recorded on Party C’s register of shareholders and its capital contribution certificate in the forms attached herein. All Parties further agree that the register of shareholders that shows such pledge shall be kept by the Pledgee.

 

3.2In light that the Right of Pledge should be established after a registration is made at the industry and commerce department where Party C registered, all Parties shall comply with laws and regulations and complete such registration at their best efforts.

 

 C: 

 

 

 

4.Term of the Pledge

 

4.1The pledge under this Agreement shall be established on the date that the equity pledge is registered at the industry and commerce department where Party C registered and shall terminate after two (2) years until all liabilities under the Master Agreements have been due (hereinafter, the "Term of Pledge").

 

4.2Within the Term of Pledge, in the event that the Pledgor and Party C fail to perform any of their obligations under the Master Agreements or resulted by the Master Agreements, the Pledgee is entitled to dispose the Right of Pledge under the Article 9 of this Agreement.

 

5.Storage and the return of the credentials of the pledge

 

5.1The Pledgor shall, within three (3) working days after the date that the Pledge is registered on Party C’s register of shareholders in accordance with the Article 3 herein, deliver register of shareholders and the capital contribution certificate of Party C to the Pledgee; The Pledgee shall have an obligation of taking care of the delivered credentials of the pledge.

 

5.2In the case that the pledge herein is released in accordance with this Agreement, the Pledgee shall, within three (3) working days after the pledge herein is released in accordance with this Agreement, return the credentials of the pledge to the Pledgor and provide the Pledgor with necessary assistances during the procedure of the release of the pledge herein.

 

6.Representations and warranties of the Pledgor

 

The Pledgor herein represents and warrants to the Pledgor that as of the date this Agreement becomes effective:

 

6.1The Pledgor is the only legally owner of the Pledged Equity;

 

6.2The Pledgor has not created any other security interest or third-party interests on the Pledged Equity except for the interest of the Pledgee;

 

6.3The Equity Pledge under this Agreement has obtained the consent of Party C’s shareholders’ meeting;

 

6.4Upon effectiveness of this Agreement, the obligations hereunder shall be legally, effective and legally binding upon the Pledgor;

 

6.5The pledge of the Pledged Equity undertaken by the Pledgor in accordance with this Agreement does not violate PRC laws, regulations or other relevant governmental rules, nor does it breach any contract, agreement or any commitment the Pledgor has made with any third party;

 

6.6All files and materials regarding to this Agreement provided by the Pledgor to the Pledgee shall be true, accurate and integral;

 

6.7The Pledgor shall only perform all rights in the capacity of the shareholder of Party C under the written authorization and the request of the Pledgee.

 

 C: 

 

 

 

7.Covenants of the Pledgor

 

7.1Within the term of this Agreement, the Pledgor, for the interests of the Pledgee, covenants to the Pledgee that the Pledgor shall:

 

(1)Complete the registration of the pledge hereunder within forty-five(45) working days after the execution of this Agreement at the industrial and commercial administrative department in accordance with this Agreement;

 

(2)Without the prior written consent, not transfer equity interest nor establish or permit the establishment of any other pledge that may impact the rights and interests of the Pledgee.

 

(3)Comply and execute all laws, regulations and rules concerning the pledge of rights. After receiving the notice, order or suggestion issued by the competent authorities, the Pledgor shall present such notice, order or suggestion to the Pledgee within five (5) days and shall comply such notice, order or suggestion, or raise objection upon the reasonable request by the Pledgee or the consent of the Pledgee.

 

(4)Promptly notice the Pledgee any event or notice received that may cause the Pledgor to compromise the equity interest or any part of the equity, and any commitment, obligation established to modify this Agreement or any event or notice received that my result any impact therefrom.

 

7.2The Pledgor covenants that the rights to be exercised by the Pledgee in accordance with this Agreement shall not be interrupted through legal procedure nor interfered by the Pledgor, the successor of the Pledgor, the trustee of the Pledgor or any other person;

 

7.3The Pledgor covenants to the Pledgee that to protect or complete the guarantee of the obligations under the Master Agreements with this Agreement, the Pledgor shall honestly sign and cause the other parties that have stakes on the Right of Pledge undertake all the actions requested by the Pledgee and facilitate the exercise of rights and authorization granted to the Pledgee under this Agreement.

 

7.4The Pledgor covenants to the Pledgee that the Pledgor shall sign all amendments of the share certificate (if necessary and applicable) with the Pledgee or its designated person (a person/legal person), and provide the Pledge with all notices, orders and decisions it believes to be necessary within a reasonable period.

 

7.5The Pledgor, for the interests of the Pledgee, covenants to the Pledgee that the Pledgor shall comply and fulfill all representations, covenants, agreements, statements and conditions. In the case that the Pledgor cannot comply or fail to fulfill all or part of its representations, covenants, agreements, statements and conditions, the Pledgor shall be liable for all losses suffered by the Pledgee therefrom.

 

 C: 

 

 

 

8.Events of default and responsibilities for breach of this Agreement

 

8.1All of the following conditions shall be deemed as events of default:

 

(1)The Pledgor or Party C fails to perform its obligations under the Master Agreements;

 

(2)Any statement, warrant or covenant made by the Pledgor under Article 6 and Article 7 of this Agreement is material misleading or false. Or the Pledgor breaches any other term of this Agreement;

 

(3)The Pledgor gives up the Pledged Equity or transfers the Pledged Equity without obtaining written notice from the Pledgee or set any other encumbrance on the Pledged Equity;

 

(4)Any loan, guarantee, compensation, commitment or any other debt-repaying obligation of the Pledgor (i) is requested to be repaid or exercise in advance resulted from a default; or (ii) is overdue and leads the Pledgee to believe that the ability of the Pledgor to fulfill the obligation under this Agreement is compromised therefrom;

 

(5)Party C cannot repay the general debts or other debts;

 

(6)Other than those due to force majeure, any event that may result in the illegality of this Agreement or the failure in Pledgor’s performance to this agreement;

 

(7)Any adverse change to the Pledgor that may cause the Pledgee to believe the ability of the Pledgor to fulfill the obligations has been compromised;

 

(8)The successor or the agent of Party C may partially perform or refuse to perform the obligations under the Master Agreements;

 

(9)Any default caused by any action or omission of the Pledgor that may breach this Agreement;

 

(10)This Agreement is deemed to be illegal by any applicable law. Or any applicable law may cause the failure in the performance of the obligations under this Agreement by the Pledgor;

 

(11)Any governmental approval, permission, or authorization that may cause this Agreement enforceable, legal and effective is revoked, invalid or materially modified.

 

8.2Where the Pledgor is aware of any event described at the Article 8.1 of this Agreement or any event that may cause the above events has happened, the Pledgor shall immediately notify the Pledgee in written form.

 

 C: 

 

 

 

8.3Unless the event of default listed in the Article 8.1 above has been fully resolved in a manner satisfied by the Pledgee, the Pledgee may deliver a notice of default in writing to the Pledgor at the time the event of default by the Pledgor happened or at any time after such event of default happened, requesting immediate performances on the obligations under the Master Agreements by the Pledger or deposing the Right of Pledge in accordance with the Article 9 of this Agreement.

 

9Exercise of Pledge Right

 

9.1Before completion of fully performance of obligations under the Master Agreements, the Pledgor shall, without the Pledgee’s prior written consent, have no right to transfer the pledged equity.

 

9.2In the event of default set forth in Art. 8, the Pledgee’s shall deliver default notice to the Pledgor when exercising pledge right. The Pledgee is entitled to dispose the pledge right at any time on and after the delivery of the default notice persuade to Art. 8.3.

 

9.3The Pledgee is entitled to, subject to the legal procedure, sell or dispose in other way the pledged equity. The Pledgor undertakes to transfer all shareholder’s rights to the Pledgee once the Pledgee decided to exercise the pledge right. The Pledgee shall also be entitled to convert the property into money as payment of the debt or enjoy priority of having his claim satisfied with the proceeds of auction or sale of the pledged property.

 

9.4The Pledgor shall not set obstacles to hinder but rather provide necessary assistance for the exercise of pledge right by the Pledgee.

 

10Transfer

 

10.1Without the Pledgor’s prior written consent, the Pledgee shall have no right to donate or transfer any of its rights and obligations under this Agreement. In the event of the Pledgor’s death, the Pledgor agrees that its rights and obligations under this Agreement will be inherited immediately by the person designated by the Pledgee.

 

10.2This Agreement shall bind upon the Pledgor and its successors, the Pledgee and its successors and assigns permitted by the Pledgee.

 

10.3The Pledgee may, at any time, transfer any or all of its rights and obligations under the Master Agreements to the person designated by it (natural person/legal person). In this case, the transferee shall take over the Pledgee’s rights and obligations under this Agreement as if it is a party to this Agreement. When the Pledgee transfers its rights and obligations under the Master Agreements, the Pledgor shall sign the agreements and/or instruments related to the transfer on written notice delivered by the Pledgee to the Pledgor.

 

 C: 

 

 

 

10.4If the above transfer results in the change of the Pledgee, the parties to the new pledge shall sign a new pledge agreement; the new pledge agreement shall be materially consistent with this Agreement.

 

11Effectiveness and Termination

 

11.1This Agreement shall be effective from the date of execution, the pledge right shall be effective from the date of registration at the Industry and Commerce Department where Party C registered.

 

11.2If allowed, all Parties shall endeavor to handle or to impel the above registration at the Industry and Commerce Department where Party C registered, however, the register would not affect the effectiveness and validity of this Agreement.

 

11.3This Agreement shall be terminated after two (2) years after the Pledgor and/or Party C no longer bear obligations under or arising from the Master Agreements, and the Pledgee shall, as reasonable early as possible to cancel or dissolve this Agreement.

 

11.4The release of the pledge shall be written into the shareholders' name-list of Party C and be registered for cancellation, subject to the law, in the Industry and Commerce Department where Party C registered.

 

12Expenses and other Costs

 

All the taxes and costs generated from the preparation, execution of this Agreement and completion of the transaction of this Agreement for each Party subject to PRC law shall be duly borne respectively by each Party. In spite of above agreement, Party B agrees to bear any tax and cost generated from this Agreement for both Party A and Party B, unless Party A and/or Party B breaches this Agreement.

 

13Force Majeure

 

13.1Force Majeure hereof refers to events beyond reasonable control and could not be avoided under due care of affected Party, including but not limiting to governmental action, nature power, fire, blast, storm, serious flood, earthquake, tide, lightning or war. The scarcity of credit, capital or loan facility shall not be deemed as the event beyond one Party’s reasonable control. The affected Party shall notify the other Party of the occurrence of the Force Majeure events as soon as possible.

 

13.2In the event that the Force Majeure suspend or retard the performance of this Agreement, liability under this Agreement shall not be borne by the affected Party within the sphere of suspended or retarded the performance. The affected Party shall reduce or eliminate the effect of the Force Majeure and endeavor to restore the said performance. Once the Force Majeure was eliminated, all Parties agree to restore the performance of this Agreement with best efforts.

 

 C: 

 

 

 

14Confidentiality

 

The Parties acknowledge and confirm that any oral or written materials exchanged between the Parties in respect of this Agreement by Parties shall be confidential information. No Party shall disclose such information to any third party without written consent by other Parties, unless the following circumstances:

 

a)Such materials are known or will be known to the public, which is not a result of the unauthorized disclosure from the Party that accepts materials;

 

b)Such materials are required to be disclosed by the applicable laws or the rules and regulations of security exchanges; or

 

c)Where a Party discloses such materials in connection with the transaction contemplated herein to a legal or financial advisor, such legal or financial advisor shall also follow the duty of confidentiality similar to this clause. Breach of confidence by the employee or the hired agency of any Party shall be deemed as breach of confidence by such Party and the Party shall bear the liability under this Agreement. In the event that this agreement is by any means invalid, discharged terminated or impractical, this confidentiality clause shall survive.

 

15Applicable Laws and Dispute Resolution

 

15.1The formation, validity, performance, interpretation and resolution of disputes in connection with this Agreement shall be governed by laws of the PRC.

 

15.2Any dispute arising from this Agreement shall be settled by the Parties through amicable negotiations.

 

15.3In case no settlement can be reached within thirty (30) days after one Party makes a request for settlement, either Party may submit such dispute to Beijing Arbitration Commission for arbitration in accordance with its rules. The seat of arbitration should be in Beijing. The arbitration award shall be final and binding upon the Parties. Apart from the matters in controversy, the other rights and obligations under this Agreement shall be exercised and fulfilled respectively by each Party.

 

16Notice

 

Any notice or other communication made by the Party herein shall be in written form and deliver to the other Party via personal delivery, letter or facsimile at the following address or other address designated by such Party from time to time. The actual delivery date shall be deemed by the following methods: (a) the notices delivered via personal delivery shall be deemed actual given on the date of personal delivery; (b) the notices delivered via letters shall be deemed actual given on the seven (7) day after such registered airmail has been sent with its postage paid (shown on a postmarks), or on the fourth (4) day after such letter is given to a international recognized express agent; and (c) the notices delivered via facsimile shall be deemed actual given on the date shown on the transmission confirmation of such files.

 

 C: 

 

 

 

Address for Party A: Xu Qing

 

Address: F/15, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng District, Beijing, China.

 

Telephone Number:

 

Fax Number:

 

Address for Party B: AirMedia Technology (Beijing) Co., Ltd.

 

Recipient: Guo Man

 

Address: F/15, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng District, Beijing, China.

 

Telephone Number:

 

Fax Number:

 

Address for Party C: AirMedia Online Network Technology Co., Ltd.

 

Recipient: Xu Qing

 

Address: F/17, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng District, Beijing, China.

 

Telephone Number:

 

Fax Number:

 

17Miscellaneous

 

17.1The headings of this Agreement are for convenience of reference only and shall not interpret, explain or in any means affect the meaning of the clauses herein.

 

17.2This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral discussions and/or written agreements reached by the Parties with respect to the subject matter hereof.

 

17.3This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assignees.

 

17.4Either Party fails to enforce any right timely under this Agreement shall not be deemed as a waiver of such right and shall not prevent the Party to enforce such right in the future.

 

17.5If any clause of this Agreement is deemed to be invalid, null or unenforceable by the competent courts, or arbitration institution, such provision shall not affect the validity and enforceability of the remainders of this Agreement. The Parties should cease to perform such invalid, null or unenforceable clause and revise such clause to the extent that such fact and circumstance may be enforceable in a way closest to the original intention.

 

 C: 

 

 

 

17.6The unmentioned matters shall be determined upon further negotiations by the Parties. Any amendment or supplement to this Agreement shall be in written form and signed by all Parties before becoming integral part of this Agreement and having same legal effect with this Agreement.

 

17.7In case the equity pledge registration authority request to resign or modify this Agreement in respect of the pledge registration, all Parties shall ensure the validity and enforceability of this Agreement.

 

17.8This Agreement may be executed in five (5) counterparts with same legal effect, each party hereto shall hold one (1) counterpart, the other counterparts shall be submit to the equity pledge registration authority for registration.

 

(No text below)

 

 C: 

 

 

 

[Signature Page]

 

IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by itself or its legal representative or authorized representative on the date first set forth above.

 

Xu Qing

 

Signature:/s/ Xu Qing

 

AirMedia Technology (Beijing) Co., Ltd.

 

Signature:/s/ Guo Man

 

Name: Guo Man

 

Title: Legal Representative

 

Common seal: AirMedia Technology (Beijing) Co., Ltd.

 

AirMedia Online Network Technology Co., Ltd.

 

Signature:/s/ Xu Qing

 

Name: Xu Qing

 

Title: Legal Representative

 

Common seal: AirMedia Online Network Technology Co., Ltd

 

 C: 

 

 

 

Annex 1: Shareholder Name list of AirMedia Online Network Technology Co., Ltd.

 

Date: June 5th, 2015

Shareholder’s
name
  Scale of equity
held
  Shareholder information   Memo
             
Guo Man   80%  

Nationality: China

 

Address:

 

ID:

  Subject to the Equity Pledge Agreement entered into by and among Guo Man, AirMedia Technology (Beijing) Co., Ltd. and AirMedia Online Network Technology Co., Ltd. on June 5th 2015, Guo Man agrees to pledge 80% equity of he holds in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd.
             
Xu Qing   15%  

Nationality: China

 

Address:

 

ID:

  Subject to the Equity Pledge Agreement entered into by and among Xu Qing, AirMedia Technology (Beijing) Co., Ltd. and AirMedia Online Network Technology Co., Ltd. on June 5th 2015, Xu Qing agrees to pledge 15% equity of he holds in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd.
             
Hong Tao   5%  

Nationality: China

 

Address:

 

ID:

  Subject to the Equity Pledge Agreement entered into by and among Hong Tao, AirMedia Technology (Beijing) Co., Ltd. and AirMedia Online Network Technology Co., Ltd. on June 5th 2015, Hong Tao agrees to pledge 5% equity of he holds in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd.

 

 C: 

 

 

 

Annex 2: Certificate of Capital Contribution of AirMedia Online Network Technology Co., Ltd.

 

(No. 002)

 

Company name: AirMedia Online Network Technology Co., Ltd.

 

Incorporation date: April 30th, 2015

 

Capital contribution: RMB 50,000,000.00

 

Shareholder’s name: Xu Qing

 

ID:

 

This is to certify that Xu Qing subscribes capital contribution of RMB 7,500,000.00, holds 15% of the equity interest in AirMedia Online Network Technology Co., Ltd. Subject to the Equity Pledge Agreement entered into on June 5th 2015, Xu Qing shall pledge total of his 15% equity interest in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd. and handle the pledge registration at registration department.

 

AirMedia Online Network Technology Co., Ltd.

 

Signature: /s/Xu Qing

 

Name: Xu Qing

 

Legal Representative

 

Date: June 5th 2015

 

 C: 

 

 

 

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: Hong Tao

 

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.

 

Legal Representative: Guo Man

 

Party C: AirMedia Online Network Technology Co., Ltd.

 

Registered address: Room 401-402, 4/F, No.26 Dongzhimenwai Street, Chaoyang District, Beijing.

 

Legal Representative: Xu Qing

 

(hereinafter, Party A is referred to as the “Pledgor”, Party B is referred to as the “Pledgee”, the aforesaid three parties are respectively referred to as a “Party”, jointly referred to as the “Parties” in this Agreement.)

 

Whereas:

 

(1)Party C is a limited liability company dully established and existed under the laws of China, with a register capital of fifty million ChineseYuan (RMB50million);

 

(2)Currently, the Pledgor is a shareholder of Party C. the Pledgor legally holds 5% of the total equity interests in Party C

 

(3)In accordance with an exclusive call option agreement entered into by and among the Pledgor, Party B and Party C on 5th June 2015 (hereinafter, the "Call Option Agreement"), the Pledgor shall, to the extent permitted by laws in China, transfer all or part of its equity interests in Party C it holds to the Pledgee and/or its designated person or entity upon the request of Party B;

 

(4)In accordance with an exclusive technology consultation and service agreement entered into by and among Party B and Party C on 5th June 2015 (hereinafter, the "Service Agreement", together with the Call Option Agreement, the "Master Agreements"). Party B, upon the commission of Party C, provides service to Party C. Party C shall pay the service fee upon the relevant requirements.

 

(5)To guarantee the obligations under the Master Agreements are fulfilled by the Pledgor and Party C, the Pledgor agrees to pledge all of the equity interests in Party C it holds to Party B. Party C agrees such pledge arrangement.

 

NOW, THEREFORE, through mutual consensus, the Parties hereby agree as follows:

 

 C: 

 

 

 

1.Right of Pledge and the scope of the pledge guarantee

 

1.1The Pledgor agrees to pledge all of its equity interests in Party C to Party B as the guarantee of the performance of the obligations by the Pledgor and Party C under the Master Agreements and the guarantee to the liquidity damage resulted by the invalidity, cancellation or rescission of the Master Agreements. Party C agrees to such pledge arrangement.

 

1.2The Right of Pledge refers to the right for the Pledgee to be paid in priority with the remuneration resulted from the conversion, auction or sale of the equity interests pledged by the Pledgor

 

1.3The effectiveness of the pledge guarantee under this Agreement shall not be impacted by any amendment or modification to the Master Agreements. The pledge guarantee under this Agreement remains effective to the obligations of the Pledgor and Party C under the amended Master Agreement. The invalidity, cancellation or rescission of the Master Agreements shall not impact the effectiveness of this Agreement. If any one of the Master Agreements becomes invalid, cancelled or dismissed by whatsoever reason, the Pledgee is entitled to immediately exercise the Right of Pledge in accordance with Clause 9 of this Agreement.

 

2.Pledged Equity

 

2.1The Pledged Equity under this Agreement is the 15% of the total equity interests in Party C held by the Pledgor (hereinafter, the “Pledged Equity”) and all of the rights attached to the Pledged Equity. The detailed information of the Pledged Equity is as follows:

 

Name of the Company: AirMedia Online Network Technology Co., Ltd.

 

Registered Capital: RMB50million

 

Pledged Equity: 5% of the total equity interests

 

3.Establishment of the Right of Pledge

 

3.1The Right of Pledge under this Agreement shall be recorded on Party C’s register of shareholders and its capital contribution certificate in the forms attached herein. All Parties further agree that the register of shareholders that shows such pledge shall be kept by the Pledgee.

 

3.2In light that the Right of Pledge should be established after a registration is made at the industry and commerce department where Party C registered, all Parties shall comply with laws and regulations and complete such registration at their best efforts.

 

 C: 

 

 

 

4.Term of the Pledge

 

4.1The pledge under this Agreement shall be established on the date that the equity pledge is registered at the industry and commerce department where Party C registered and shall terminate untill two (2) years after all liabilities under the Master Agreements have been due (hereinafter, the "Term of Pledge").

 

4.2Within the Term of Pledge, in the event that the Pledgor and Party C fail to perform any of their obligations under the Master Agreements or resulted by the Master Agreements, the Pledgee is entitled to dispose the Right of Pledge under the Article 9 of this Agreement.

 

5.Storage and the return of the credentials of the pledge

 

5.1The Pledgor shall, within three (3) working days after the date that the Pledge is registered on Party C’s register of shareholders in accordance with the Article 3 herein, deliver register of shareholders and the capital contribution certificate of Party C to the Pledgee; The Pledgee shall have an obligation of taking care of the delivered credentials of the pledge.

 

5.2In the case that the pledge herein is released in accordance with this Agreement, the Pledgee shall, within three (3) working days after the pledge herein is released in accordance with this Agreement, return the credentials of the pledge to the Pledgor and provide the Pledgor with necessary assistances during the procedure of the release of the pledge herein.

 

6.Representations and warranties of the Pledgor

 

The Pledgor herein represents and warrants to the Pledgor that as of the date this Agreement becomes effective:

 

6.1The Pledgor is the only legally owner of the Pledged Equity;

 

6.2The Pledgor has not created any other security interest or third-party interests on the Pledged Equity except for the interest of the Pledgee;

 

6.3The Equity Pledge under this Agreement has obtained the consent of Party C’s shareholders’ meeting;

 

6.4Upon effectiveness of this Agreement, the obligations hereunder shall be legally, effective and legally binding upon the Pledgor;

 

6.5The pledge of the Pledged Equity undertaken by the Pledgor in accordance with this Agreement does not violate PRC laws, regulations or other relevant governmental rules, nor does it breach any contract, agreement or any commitment the Pledgor has made with any third party;

 

6.6All files and materials regarding to this Agreement provided by the Pledgor to the Pledgee shall be true, accurate and integral;

 

6.7The Pledgor shall only perform all rights in the capacity of the shareholder of Party C under the written authorization and the request of the Pledgee.

 

 C: 

 

 

 

7.Covenants of the Pledgor

 

7.1Within the term of this Agreement, the Pledgor, for the interests of the Pledgee, covenants to the Pledgee that the Pledgor shall:

 

(1)Complete the registration of the pledge hereunder within forty-five(45) working days after the execution of this Agreement at the industrial and commercial administrative department in accordance with this Agreement;

 

(2)Without the prior written consent, not transfer equity interest nor establish or permit the establishment of any other pledge that may impact the rights and interests of the Pledgee.

 

(3)Comply and execute all laws, regulations and rules concerning the pledge of rights. After receiving the notice, order or suggestion issued by the competent authorities, the Pledgor shall present such notice, order or suggestion to the Pledgee within five (5) days and shall comply such notice, order or suggestion, or raise objection upon the reasonable request by the Pledgee or the consent of the Pledgee.

 

(4)Promptly notice the Pledgee any event or notice received that may cause the Pledgor to compromise the equity interest or any part of the equity, and any commitment, obligation established to modify this Agreement or any event or notice received that my result any impact therefrom.

 

7.2The Pledgor covenants that the rights to be exercised by the Pledgee in accordance with this Agreement shall not be interrupted through legal procedure nor interfered by the Pledgor, the successor of the Pledgor, the trustee of the Pledgor or any other person;

 

7.3The Pledgor covenants to the Pledgee that to protect or complete the guarantee of the obligations under the Master Agreements with this Agreement, the Pledgor shall honestly sign and cause the other parties that have stakes on the Right of Pledge undertake all the actions requested by the Pledgee and facilitate the exercise of rights and authorization granted to the Pledgee under this Agreement.

 

7.4The Pledgor covenants to the Pledgee that the Pledgor shall sign all amendments of the share certificate (if necessary and applicable) with the Pledgee or its designated person (a person/legal person), and provide the Pledge with all notices, orders and decisions it believes to be necessary within a reasonable period.

 

7.5The Pledgor, for the interests of the Pledgee, covenants to the Pledgee that the Pledgor shall comply and fulfill all representations, covenants, agreements, statements and conditions. In the case that the Pledgor cannot comply or fail to fulfill all or part of its representations, covenants, agreements, statements and conditions, the Pledgor shall be liable for all losses suffered by the Pledgee therefrom.

 

 C: 

 

 

 

8.Events of default and responsibilities for breach of this Agreement

 

8.1All of the following conditions shall be deemed as events of default:

 

(1)The Pledgor or Party C fails to perform its obligations under the Master Agreements;

 

(2)Any statement, warrant or covenant made by the Pledgor under Article 6 and Article 7 of this Agreement is material misleading or false. Or the Pledgor breaches any other term of this Agreement;

 

(3)The Pledgor gives up the Pledged Equity or transfers the Pledged Equity without obtaining written notice from the Pledgee or set any other encumbrance on the Pledged Equity;

 

(4)Any loan, guarantee, compensation, commitment or any other debt-repaying obligation of the Pledgor (i) is requested to be repaid or exercise in advance resulted from a default; or (ii) is overdue and leads the Pledgee to believe that the ability of the Pledgor to fulfill the obligation under this Agreement is compromised therefrom;

 

(5)Party C cannot repay the general debts or other debts;

 

(6)Other than those due to force majeure, any event that may result in the illegality of this Agreement or the failure in the Pledgor’s performance to this agreement;

 

(7)Any adverse change to the Pledgor that may cause the Pledgee to believe the ability of the Pledgor to fulfill the obligations has been compromised;

 

(8)The successor or the agent of Party C may partially perform or refuse to perform the obligations under the Master Agreements;

 

(9)Any default caused by any action or omission of the Pledgor that may breach this Agreement;

 

(10)This Agreement is deemed to be illegal by any applicable law. Or any applicable law may cause the failure in the performance of the obligations under this Agreement by the Pledgor;

 

(11)Any governmental approval, permission, or authorization that may cause this Agreement enforceable, legal and effective is revoked, invalid or materially modified.

 

8.2Where the Pledgor is aware of any event described at the Article 8.1 of this Agreement or any event that may cause the above events has happened, the Pledgor shall immediately notify the Pledgee in written form.

 

 C: 

 

 

 

8.3Unless the event of default listed in the Article 8.1 above has been fully resolved in a manner satisfied by the Pledgee, the Pledgee may deliver a notice of default in writing to the Pledgor at the time the event of default by the Pledgor happened or at any time after such event of default happened, requesting immediate performances on the obligations under the Master Agreements by the Pledger or deposing the Right of Pledge in accordance with the Article 9 of this Agreement.

 

9Exercise of Pledge Right

 

9.1Before completion of fully performance of obligations under the Master Agreements, the Pledgor shall, without the Pledgee’s prior written consent, have no right to transfer the pledged equity.

 

9.2In the event of default set forth in Art. 8, the Pledgee’s shall deliver default notice to the Pledgor when exercising pledge right. The Pledgee is entitled to dispose the pledge right at any time on and after the delivery of the default notice persuade to Art. 8.3.

 

9.3The Pledgee is entitled to, subject to the legal procedure, sell or dispose in other way the pledged equity. The Pledgor undertakes to transfer all shareholder’s rights to the Pledgee once the Pledgee decided to exercise the pledge right. The Pledgee shall also be entitled to convert the property into money as payment of the debt or enjoy priority of having his claim satisfied with the proceeds of auction or sale of the pledged property.

 

9.4The Pledgor shall not set obstacles to hinder but rather provide necessary assistance for the exercise of pledge right by the Pledgee.

 

10Transfer

 

10.1Without the Pledgor’s prior written consent, the Pledgee shall have no right to donate or transfer any of its rights and obligations under this Agreement. In the event of the Pledgor’s death, the Pledgor agrees that its rights and obligations under this Agreement will be inherited immediately by the person designated by the Pledgee.

 

10.2This Agreement shall bind upon the Pledgor and its successors, the Pledgee and its successors and assigns permitted by the Pledgee.

 

10.3The Pledgee may, at any time, transfer any or all of its rights and obligations under the Master Agreements to the person designated by it (natural person/legal person). In this case, the transferee shall take over the Pledgee’s rights and obligations under this Agreement as if it is a party to this Agreement. When the Pledgee transfers its rights and obligations under the Master Agreements, the Pledgor shall sign the agreements and/or instruments related to the transfer on written notice delivered by the Pledgee to the Pledgor.

 

 C: 

 

 

 

10.4If the above transfer results in the change of the Pledgee, the parties to the new pledge shall sign a new pledge agreement; the new pledge agreement shall be materially consistent with this Agreement.

 

11Effectiveness and Termination

 

11.1This Agreement shall be effective from the date of execution, the pledge right shall be effective from the date of registration at the Industry and Commerce Department where Party C registered.

 

11.2If allowed, all Parties shall endeavor to handle or to impel the above registration at the Industry and Commerce Department where Party C registered, however, the register would not affect the effectiveness and validity of this Agreement.

 

11.3This Agreement shall be terminated after two (2) years after the Pledgor and/or Party C no longer bear obligations under or arising from the Master Agreements, and the Pledgee shall, as reasonable early as possible to cancel or dissolve this Agreement.

 

11.4The release of the pledge shall be written into the shareholders' name-list of Party C and be registered for cancellation, subject to the law, in the Industry and Commerce Department where Party C registered.

 

12Expenses and other Costs

 

All the taxes and costs generated from the preparation, execution of this Agreement and completion of the transaction of this Agreement for each Party subject to PRC law shall be duly borne respectively by each Party. In spite of above agreement, Party B agrees to bear any tax and cost generated from this Agreement for both Party A and Party B, unless Party A and/or Party B breaches this Agreement.

 

13Force Majeure

 

13.1Force Majeure hereof refers to events beyond reasonable control and could not be avoided under due care of affected Party, including but not limiting to governmental action, nature power, fire, blast, storm, serious flood, earthquake, tide, lightning or war. The scarcity of credit, capital or loan facility shall not be deemed as the event beyond one Party’s reasonable control. The affected Party shall notify the other Party of the occurrence of the Force Majeure events as soon as possible.

 

13.2In the event that the Force Majeure suspend or retard the performance of this Agreement, liability under this Agreement shall not be borne by the affected Party within the sphere of suspended or retarded the performance. The affected Party shall reduce or eliminate the effect of the Force Majeure and endeavor to restore the said performance. Once the Force Majeure was eliminated, all Parties agree to restore the performance of this Agreement with best efforts.

 

 C: 

 

 

 

14Confidentiality

 

The Parties acknowledge and confirm that any oral or written materials exchanged between the Parties in respect of this Agreement shall be confidential information. No Party shall disclose such information to any third party without written consent by other Parties, unless the following circumstances:

 

a)Such materials are known or will be known to the public, which is not a result of the unauthorized disclosure from the Party that accepts materials;

 

b)Such materials are required to be disclosed by the applicable laws or the rules and regulations of security exchanges; or

 

c)Where a Party discloses such materials in connection with the transaction contemplated herein to a legal or financial advisor, such legal or financial advisor shall also follow the duty of confidentiality similar to this clause. Breach of confidence by the employee or the hired agency of any Party shall be deemed as breach of confidence by such Party and the Party shall bear the liability under this Agreement. In the event that this agreement is by any means invalid, discharged terminated or impractical, this confidentiality clause shall survive.

 

15Applicable Laws and Dispute Resolution

 

15.1The formation, validity, performance, interpretation and resolution of disputes in connection with this Agreement shall be governed by laws of the PRC.

 

15.2Any dispute arising from this Agreement shall be settled by the Parties through amicable negotiations.

 

15.3In case no settlement can be reached within thirty (30) days after one Party makes a request for settlement, either Party may submit such dispute to Beijing Arbitration Commission for arbitration in accordance with its rules. The seat of arbitration should be in Beijing. The arbitration award shall be final and binding upon the Parties. Apart from the matters in controversy, the other rights and obligations under this Agreement shall be exercised and fulfilled respectively by each Party.

 

16Notice

 

Any notice or other communication made by the Party herein shall be in written form and delivered to the other Party via personal delivery, letter or facsimile at the following address or other address designated by such Party from time to time. The actual delivery date shall be deemed by the following methods: (a) the notices delivered via personal delivery shall be deemed actual given on the date of personal delivery; (b) the notices delivered via letters shall be deemed actual given on the seven (7) day after such registered airmail has been sent with its postage paid (shown on a postmarks), or on the fourth (4) day after such letter is given to a international recognized express agent; and (c) the notices delivered via facsimile shall be deemed actual given on the date shown on the transmission confirmation of such files.

 

 C: 

 

 

 

Address for Party A: Hong Tao

 

Address: F/15, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng District, Beijing, China.

 

Telephone Number:

 

Fax Number:

 

Address for Party B: AirMedia Technology (Beijing) Co., Ltd.

 

Recipient: Guo Man

 

Address: F/15, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng District, Beijing, China.

 

Telephone Number:

 

Fax Number:

 

Address for Party C: AirMedia Online Network Technology Co., Ltd.

 

Recipient: Xu Qing

 

Address: F/17, Sky Plaza, No.46 Dongzhimenwai Street, Dongcheng District, Beijing, China.

 

Telephone Number:

 

Fax Number:

 

17Miscellaneous

 

17.1The headings of this Agreement are for convenience of reference only and shall not interpret, explain or in any means affect the meaning of the clauses herein.

 

17.2This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral discussions and/or written agreements reached by the Parties with respect to the subject matter hereof.

 

17.3This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assignees.

 

17.4Either Party fails to enforce any right timely under this Agreement shall not be deemed as a waiver of such right and shall not prevent the Party to enforce such right in the future.

 

17.5If any clause of this Agreement is deemed to be invalid, null or unenforceable by the competent courts, or arbitration institution, such provision shall not affect the validity and enforceability of the remainders of this Agreement. The Parties should cease to perform such invalid, null or unenforceable clause and revise such clause to the extent that such fact and circumstance may be enforceable in a way closest to the original intention.

 

 C: 

 

 

 

17.6The unmentioned matters shall be determined upon further negotiations by the Parties. Any amendment or supplement to this Agreement shall be in written form and signed by all Parties before becoming integral part of this Agreement and having same legal effect with this Agreement.

 

17.7In case the equity pledge registration authority request to resign or modify this Agreement in respect of the pledge registration, all Parties shall ensure the validity and enforceability of this Agreement.

 

17.8This Agreement may be executed in five (5) counterparts with same legal effect, each party hereto shall hold one (1) counterpart, the other counterparts shall be submitted to the equity pledge registration authority for registration.

 

(No text below)

 

 C: 

 

 

 

[Signature Page]

 

IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by itself or its legal representative or authorized representative on the date first set forth above.

 

Hong Tao

 

Signature:/s/ Hong Tao

 

AirMedia Technology (Beijing) Co., Ltd.

 

Signature:/s/ Guo Man

 

Name: Guo Man

 

Title: Legal Representative

 

Common seal: AirMedia Technology (Beijing) Co., Ltd.

 

AirMedia Online Network Technology Co., Ltd.

 

Signature:/s/ Xu Qing

 

Name: Xu Qing

 

Title: Legal Representative

 

Common seal: AirMedia Online Network Technology Co., Ltd

 

 C: 

 

 

 

Annex 1: Shareholder Name list of AirMedia Online Network Technology Co., Ltd.

 

Date: June 5th, 2015

Shareholder’s
name
  Scale of equity
held
  Shareholder information   Memo
             
Guo Man   80%  

Nationality: China

 

Address:

 

ID:

  Subject to the Equity Pledge Agreement entered into by and among Guo Man, AirMedia Technology (Beijing) Co., Ltd. and AirMedia Online Network Technology Co., Ltd. on June 5th 2015, Guo Man agrees to pledge 80% equity of he holds in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd.
             
Xu Qing   15%  

Nationality: China

 

Address:

 

ID:

  Subject to the Equity Pledge Agreement entered into by and among Xu Qing, AirMedia Technology (Beijing) Co., Ltd. and AirMedia Online Network Technology Co., Ltd. on June 5th 2015, Xu Qing agrees to pledge 15% equity of he holds in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd.
             
Hong Tao   5%  

Nationality: China

 

Address:

 

ID:

  Subject to the Equity Pledge Agreement entered into by and among Hong Tao, AirMedia Technology (Beijing) Co., Ltd. and AirMedia Online Network Technology Co., Ltd. on June 5th 2015, Hong Tao agrees to pledge 5% equity of he holds in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd.

 

 C: 

 

 

 

Annex 2: Certificate of Capital Contribution of AirMedia Online Network Technology Co., Ltd.

 

(No. 003)

 

Company name: AirMedia Online Network Technology Co., Ltd.

 

Incorporation date: April 30th, 2015

 

Capital contribution: RMB 50,000,000.00

 

Shareholder’s name: Hong Tao

 

ID:

 

This is to certify that Xu Qing subscribes capital contribution of RMB 2,500,000.00, holds 5% of the equity interest in AirMedia Online Network Technology Co., Ltd. Subject to the Equity Pledge Agreement entered into on June 5th 2015, Hong Tao shall pledge total of his 5% equity interest in AirMedia Online Network Technology Co., Ltd. to AirMedia Technology (Beijing) Co., Ltd. and handle the pledge registration at registration department.

 

AirMedia Online Network Technology Co., Ltd.

 

Signature: /s/Xu Qing

 

Name: Xu Qing

 

Legal Representative

 

Date: June 5th 2015

 

 C: 

 

 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/28/23  Airnet Technology Inc.            20-F       12/31/22  114:15M                                    Toppan Merrill/FA2
 5/13/22  Airnet Technology Inc.            20-F       12/31/21  113:16M                                    Toppan Merrill/FA2
 5/06/21  Airnet Technology Inc.            20-F       12/31/20  112:14M                                    Toppan Merrill/FA
 9/14/20  Airnet Technology Inc.            20-F       12/31/19  120:14M                                    Toppan Merrill/FA
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