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Airnet Technology Inc. – ‘20-F’ for 12/31/15 – ‘EX-4.44’

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-4.44’   —   Instrument Defining the Rights of Security Holders


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



 

Exhibit 4.44

Loan Agreement

 

This loan agreement (the “Agreement”) is entered by the following parties on June 5, 2015 in Beijing, People’s Republic of China (“PRC”):

 

Party A: AirMedia Technology (Beijing) Co., Ltd (hereinafter referred to as the "Lender").

 

Registered address: Room 3088, Building 1, No. 2 Heng Fu Zhong Street, Science Town, Fengtai District, Beijing

 

Legal Representative: Guo Man

 

Party B: Guo Man (hereinafter referred to as the "Borrower")

 

ID Number: 1

 

(Each of the parties listed above shall be referred to herein individually as a "Party" and collectively as the "Parties".)

 

Whereas:

 

(1)The Borrower, upon the request of the Lender, serves as a shareholder of AirMedia Online Network Technology Ltd., Co. (hereinafter referred to as the “Company”, with the registered capital of RMB50 million). The Borrower holds 80% of the total equity interests of the Company;

 

(2)The Lender agrees to provide a loan of RMB40 million in aggregate by installments to the Borrower to pay the capital contribution to the Company;

 

(3)By entering into this Agreement, each Party intends to set out the rights and obligations for the Borrower and the Lender under the loan.

 

 C: 

 

 

 

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

 

1.Loan

 

1.1In accordance with the terms and the conditions of this Agreement, the Lender agrees to provide a loan of RMB40 million in aggregate (the “Loan”) to the Borrower. The Borrower agrees to the receipt of the Loan. Within 40 working days after the execution of this Agreement, the Lender shall provide the Borrower with the first installment with the amount of RMB1.6 million. The supplement time and specific amount of the remainder of the Loan shall be determined by both Parties by entering into supplementary agreement.

 

1.2The Borrower hereby acknowledges and covenants that the whole amount of the Loan should be applied towards the payment for the registered capital to the Company or to provide financial support to the Company.

 

1.3All Parties acknowledge that the Borrower shall, in accordance with the requirements of this Agreement, fulfill its obligation of repayment of the Loan to the Lender and other obligations under this Agreement.

 

2.Term of the Loan

 

2.1The term of the Loan under this Agreement shall last ten (10) years, starting from the execution date of this Agreement. Unless the Lender raises a written objection within 30 working days prior to the expiration date of the Loan, the term of the Loan shall be automatically extended by one (1) year and so forth.

 

2.2Within the term of this Loan or any extended term of the Loan under this Agreement, the Lender, under the following circumstances, is entitled to decide an immediate due to the Loan with a written notice and request the Borrower to repay the loan in accordance with this Agreement:

 

(1)The Borrower resigns from or is dismissed by the Lender or any of its affiliates;

 

(2)The Borrower dies or loses capacity for civil acts, or with limited capacity for civil conduct;

 

(3)The Borrower commits a crime or is involved in a crime;

 

(4)Any third party claims more than RMB100,000 against the Borrower; or

 

(5)Any representation or warranty made by the Borrower under this agreement is otherwise proved to be false or not true in any substantial aspect; or the Borrower violates any obligation under this Agreement; or

 

 C: 

 

 

  

(6)The Lender determines to exercise the call option right under the Call Option Agreement set forth under this Agreement.

 

3.Repayment of the Loan

 

3.1The Lender shall at any time, upon its absolute discretion, deliver a notice of repayment to the Borrower fifteen days in advance and require the Borrower to make partial or full repayment of the Loan.

 

3.2All Parties hereby agree and acknowledge that the Borrower shall repay the Loan only in the manner as given below: Under the circumstances of expired loan, at the Lender’s written request, the Borrower or any of its successors, assignees shall transfer its equity of the Company to the Lender or its designee under PRC law and use the proceeds from such equity transfer to repay the Loan under this Agreement.

 

3.3The Parties hereby acknowledge and agree that the Borrower’s obligations under this Agreement are deemed to be fully performed only if all the following requirements are satisfied:

 

(1)The Borrower has transferred all its equity of the Company to the Lender and/or its designee; and

 

(2)The Borrower has paid to Lender all proceeds from equity transfer or the maximum amount permitted by laws as loan repayment.

 

4.Interest of the Loan

 

4.1The parties hereby agree and acknowledge that, the Loan under this Agreement shall be interest-free.

 

4.2Notwithstanding the foregoing, the Parties hereby acknowledge and agree that where the Loan is due and the Borrower needs to transfer its equity hereof to the Lender and/or its designee, if the actual equity transfer price is higher than the Borrower’s loan principal due to legal requirements or other causes, the excess shall be deemed as the loan interest or fund utilization cost to the extent permitted by PRC laws, and shall be paid to the Lender together with the loan principal.

 

 C: 

 

 

 

5.Representations, Warranties and Undertakings of the Borrower

 

5.1The Borrower shall provide the Lender with a photocopy of its certificate of capital contribution, which shows the Borrower holds 80% of the total equity interests of the Company.

 

5.2As the guarantee of the Loan, the Borrower agrees to pledge all of the equity interests held by it in the Company to the Lender and grant a call option right to purchase such equity interests. The Borrower agrees to enter into an equity pledge agreement and exclusive call option agreement upon the request of the Lender.

 

5.3Except for those equity pledges or other rights set for the benefit of the Lender, without Lender’s prior written consent, the Borrower shall not sell, transfer, mortgage or otherwise dispose of or set any other security interest against its equity or other interests in the Company, unless such equity pledges or rights are provided to the Lender and/or the designee of the Lender.

 

5.4Without Lender’s prior written consent, the Borrower shall not vote for, support at board of the shareholders or sign any board resolution approving the Company to be merged or consolidated with, acquire or invest in any person (a “person” refers to any individual, company, partnership or any other entity under this Agreement).

 

5.5Without the Lender’s prior written consent, the Borrower shall not conduct any act and/or omission that may materially affect the assets, business and liabilities of the Company; the Borrower shall not sell, transfer, mortgage or otherwise dispose of, or set any other security interest against, any of its assets, business or the beneficial or legal interests of its income at any time after the execution of this Agreement without the Lender’s prior written consent

 

5.6The Borrower shall not request the Company to distribute dividends or profits to it, neither shall the Borrower, in the capacity of the shareholder of the Company, approve board resolutions to distribute dividends or profits to it.

 

5.7The Borrower shall not supplement, modify nor amend the articles of association of the Company nor to increase or decrease the Company’s registered capital, or to change the capital structure of the Company in any way without the Lender’s prior written consent.

 

 C: 

 

 

 

5.8The Borrower shall operate prudently and effectively all the business in accordance with the good financial and business standards and customs to maintain the existence of the Company; Upon the request of the Lender, the Borrower shall provide the Lender with all materials regarding to the operating and financial status of the Company; The Borrower shall ensure that all the business of the Company are operated in the normal course to maintain the value of its assets.

 

5.9Without Lender’s prior written consent, the Borrower shall not make any resolution to create any liability for the Company, except (i) the liability arising from the normal course of business, but not arising from loans; and (ii) the liability reported to the Lender and approved by the Lender in writing.

 

5.10The Borrower shall not execute any material contracts (a contract will be deemed material if its value exceeds RMB100,000 herein under this Section) without Lender’s prior written consent, except for those executed during the normal course of business.

 

5.11The Borrower shall execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate lawsuits or make all necessary and appropriate defenses against all claims in order to maintain its equity in the Company; The Borrower shall inform promptly the Lender of any pending or threatened lawsuit, arbitration or administrative proceedings concerning the Company.

 

5.12Any shareholder right of the Company the Borrower is entitled to shall only be exercised upon the authorization and the request of the Lender.

 

5.13The Borrower shall comply strictly with the provisions of this Agreement, fully perform its obligations under this Agreement and not conduct any act or omission that affects or impairs the validity and enforceability of this Agreement.

 

6.Taxes and Costs

 

Unless otherwise provided hereunder, all the taxes and costs that are generated in accordance with laws and regulations from this Agreement for each Party shall be duly borne respectively by each Party, provided that the taxes and other reasonable costs regarding the Loan shall be borne by the Lender, except for the Borrower's defaults.

 C: 

 

 

 

7.The Effectiveness and the Termination of the Agreement

 

7.1This Agreement shall be effective upon the execution date.

 

7.2All Parties acknowledge and agree that this Agreement shall be terminated on the date that all obligations under this Agreement are respectively fulfilled by each Party. All Parties acknowledge and agree that the obligations of the Borrower herein are deemed to be fully fulfilled only when the following conditions are all satisfied:

 

(1)The Borrower has transferred all equity interests of the Company it holds to the Lender and /or its designee; and

 

(2)The Borrower has paid all proceeds from equity transfer to the Lender as loan repayment.

 

7.3The Borrower shall not terminate or revoke this Agreement unless (a)the Lender commits a gross negligence, fraud or other material illegal acts; or (b)the Lender goes bankrupt, dissolution or is ordered to close down by law.

 

8.Default

 

In case any Party breaches any term of this Agreement (the “Defaulting Party”) and such breach constitutes any harm to the other Party (the“Non-defaulting Party”), the Non-defaulting Party may give the Defaulting Party a written notice, requesting the Defaulting Party to immediately correct and remedy the default. In the event that the remedy to the breach the Defaulting Party undertaken does not suffice the Non-defaulting Party within fifteen (15) working days after the above notice is delivered, the Non-defaulting Party may immediately take actions in accordance with this Agreement or make other remedies by legal means.

 

9.Confidentiality

 

All Parties acknowledge and agree that any oral or written materials that are exchange between the Parties are confidential and shall be kept confidential by all Party. Each Party shall not disclose any of these materials to a third party unless in the following circumstances:

 

(a)Such materials are known or will be known by 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: 

 

 

 

(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. Any breach of confidence by the employee or the hired agency of any Party shall be deemed as breach of confidence by such Party and such Party be 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 remain valid.

 

10.Notice

 

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 seventh days after such letter has been sent with its postage paid (shown on a postmarks) or on the fourth days after such letter is given to an 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.

 

Address for Party A

Recipient: Man GUO

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

Telephone Number: 010-84608181

Fax Number: 010-84608098

 

Address for Party B

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

Telephone Number: 010-84608181

Fax Number: 010-84608098

 

 C: 

 

 

 

11.Applicable Laws and Dispute Resolution

 

11.1The formation, validity, interpretation, performance, amendment and termination of and resolution of disputes in connection with this Agreement shall be governed by PRC laws.

 

11.2Any dispute, controversy or claim arising from the interpretation or performance in connection with this Agreement (including any question regarding its existence, validity or termination) shall be settled by the Parties through amicable negotiations.

 

11.3In 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 Beijing. The arbitration award shall be final and binding upon the Parties. Apart from the matters in controversy, the other rights under this Agreement shall be respectively entitled to each Party and the other obligations shall be fulfilled respectively by each Party.

 

12.Miscellaneous

 

12.1The 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.

 

12.2This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral discussions or written agreements reached by the Parties with respect to the subject matter hereof.

 

12.3This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assignees. Without prior written approval of the Lender, the Borrower shall not transfer, pledge or otherwise assign any of its rights, benefits or obligations under this Agreement.

 

12.4The Borrower herein agrees that (i) In case the Borrower dies, the Borrower agrees to immediately transfer his rights and obligations to a designated person of the Lender; and (ii) the Lender may transfer its rights and duties under this Agreement to a third party at any time the Lender desires upon a written notice to the Borrower. Such transfer does not require the Borrower’s consent.

 

 C: 

 

 

 

12.5Either Party fails to enforce any right under this Agreement shall not constitute a waiver of such right, nor shall such failure prevent the Party to enforce such right in the future.

 

12.6If any clause of this Agreement is held to be invalid or unenforceable by the competent courts, governmental departments or arbitration agencies, such provision shall not affect the validity and enforceability of the remainder of this Agreement. The Parties should cease to perform such invalid 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.

 

12.7The amount of each installment of the loan and other matters shall be confirmed upon further negotiations by the Parties. Any amendment or supplement to this Agreement shall be in written form agreed by all Parties. Any amendment, modification, supplement or annex to this Agreement that is duly signed by all Parties shall form an integral part of this Agreement and have the same legal effect as this Agreement.

 

12.8This Agreement is executed in two (2) counterparts, each party hereto holding one (1) counterpart. Each counterpart shall have the same legal effect.

 

[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 of first set forth above.

 

AirMedia Technology (Beijing) Co., Ltd.

 

Signature: /s/ Guo Man  

Name: Guo Man

Title: Legal Representative

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

 

Guo Man

 

Signature:/s/ Guo Man

 

 C: 

 

 

 

Loan Agreement

 

This loan agreement (the “Agreement”) is entered by the following parties on June 5, 2015 in Beijing, People’s Republic of China (“PRC”):

 

Party A: AirMedia Technology (Beijing) Co., Ltd(hereinafter referred to as the "Lender").

 

Registered address: Room 3088, Building 1, No. 2 of Heng Fu Zhong Street, Science Town, Fengtai District, Beijing

 

Legal Representative: Guo Man

 

Party B: Xu Qing (hereinafter referred to as the "Borrower")

 

Residence: No. 204, Building 5, Xibahe Xili, Chaoyang District, Beijing

 

ID Number:

 

(Each of the parties listed above shall be referred to herein individually as a "Party" and collectively as the "Parties".)

 

Whereas:

 

(1)The Borrower, upon the request of the Lender, serves as a shareholder of AirMedia Online Network Technology Ltd., Co. (hereinafter referred to as the “Company”, with the registered capital of RMB50 million). The Borrower holds 15% of the total equity interests of the Company;

 

(2)The Lender agrees to provide a loan of RMB7.5 million in aggregate by installments to the Borrower to pay the capital contribution to the Company;

 

(3)By entering into this Agreement, each Party intends to set out the rights and obligations for the Borrower and the Lender under the loan.

 

 C: 

 

 

 

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

 

1.Loan

 

1.1In accordance with the terms and the conditions of this Agreement, the Lender agrees to provide a loan of RMB7.5 million in aggregate (the “Loan”) to the Borrower. The Borrower agrees to the receipt of the Loan. Within 40 working days after the execution of this Agreement, the Lender shall provide the Borrower with the first installment with the amount of RMB 300,000. The supplement time and specific amount of the remainder of the Loan shall be determined by both Parties by entering into supplementary agreement.

 

1.2The Borrower hereby acknowledges and covenants that the whole amount of the Loan should be applied towards the payment for the registered capital to the Company or to provide financial support to the Company.

 

1.3All Parties acknowledge that the Borrower shall, in accordance with the requirements of this Agreement, fulfill its obligation of repayment of the Loan to the Lender and other obligations under this Agreement.

 

2.Term of the Loan

 

2.1The term of the Loan under this Agreement shall last ten (10) years, starting from the execution date of this Agreement. Unless the Lender raises a written objection within 30 working days prior to the expiration date of the Loan, the term of the Loan shall be automatically extended by one (1) year and so forth.

 

2.2Within the term of this Loan or any extended term of the Loan under this Agreement, the Lender, under the following circumstances, is entitled to decide an immediate due to the Loan with a written notice and request the Borrower to repay the loan in accordance with this Agreement:

 

(1)The Borrower resigns from or is dismissed by the Lender or any of its affiliates;

 

(2)The Borrower dies or loses capacity for civil acts, or with limited capacity for civil conduct;

 

(3)The Borrower commits a crime or is involved in a crime;

 

(4)Any third party claims more than RMB100,000 against the Borrower; or

 

(5)Any representation or warranty made by the Borrower under this agreement is otherwise proved to be false or not true in any substantial aspect; or the Borrower violate any obligation under this Agreement; or

 

 C: 

 

 

 

(6)The Lender determines to exercise the call option right under the Call Option Agreement set forth under this Agreement.

 

3.Repayment of the Loan

 

3.1The Lender shall at any time, upon its absolute discretion, deliver a notice of repayment to the Borrower fifteen days in advance and require the Borrower to make partial or full repayment of the Loan.

 

3.2All Parties hereby agree and acknowledge that the Borrower shall repay the Loan only in the manner as given below:Under the circumstances of expired loan, at the Lender’s written request, the Borrower or any of its successors, assignees shall transfer its equity of the Company to the Lender or its designee under PRC law and use the proceeds from such equity transfer to repay the Loan under this Agreement.

 

3.3The Parties hereby acknowledge and agree that the Borrower’s obligations under this Agreement are deemed to be fully performed only if all the following requirements are satisfied:

 

(1)The Borrower has transferred all its equity of the Company to the Lender and/or its designee; and

 

(2)The Borrower has paid to Lender all proceeds from equity transfer or the maximum amount permitted by laws as loan repayment.

 

4.Interest of the Loan

 

4.1The parties hereby agree and acknowledge that, the Loan under this Agreement shall be interest-free.

 

4.2Notwithstanding the forgoing, the Parties hereby acknowledge and agree that where the Loan is due and the Borrower needs to transfer its equity hereof to the Lender and/or its designee, if the actual equity transfer price is higher than the Borrower’s loan principal due to legal requirements or other causes, the excess shall be deemed as the loan interest or fund utilization costs to the extent permitted by PRC laws, and shall be paid to the Lender together with the loan principal.

 

 C: 

 

 

 

5.Representations, Warranties and Undertakings of the Borrower

 

5.1The Borrower shall provide the Lender with a photocopy of its certificate of capital contribution, which shows the Borrower holds 15% of the total equity interests of the Company.

 

5.2As the guarantee of the Loan, the Borrower agrees to pledge all of the equity interests held by it in the Company to the Lender and grant a call option right to purchase such equity interests. The Borrower agrees to enter into an equity pledge agreement and exclusive call option agreement upon the request of the Lender.

 

5.3Except for those equity pledges or other rights set for the benefit of the Lender, without Lender’s prior written consent, the Borrower shall not sell, transfer, mortgage or otherwise dispose of or set any other security interest against its equity or other interests in the Company, unless such equity pledges or rights are provided to the Lender and/or the designee of the Lender.

 

5.4Without Lender’s prior written consent, the Borrower shall not vote for, support at board of the shareholders or sign any board resolution approving the Company to be merged or consolidated with, acquire or invest in any person (a “person” refers to any individual, company, partnership or any other entity under this Agreement).

 

5.5Without the Lender’s prior written consent, the Borrower shall not conduct any act and/or omission that may materially affect the assets, business and liabilities of the Company; the Borrower shall not sell, transfer, mortgage or otherwise dispose of, or set any other security interest against, any of its assets, business or the beneficial or legal interests of its income at any time after the execution of this Agreement without the Lender’s prior written consent.

 

5.6The Borrower shall not request the Company to distribute dividends or profits to it, neither shall the Borrower, in the capacity of the shareholder of the Company, approve board resolutions to distribute dividends or profits to it.

 

5.7The Borrower shall not supplement, modify nor amend the articles of association of the Company nor to increase or decrease the Company’s registered capital, or to change the capital structure of the Company in any way without the Lender’s prior written consent

 

 C: 

 

 

 

 

5.8The Borrower shall operate prudently and effectively all the business in accordance with the good financial and business standards and customs to maintain the existence of the Company; Upon the request of the Lender, the Borrower shall provide the Lender with all materials regarding to the operating and financial status of the Company; The Borrower shall ensure that all the business of the Company are operated in the normal course to maintain the value of its assets.

 

5.9Without Lender’s prior written consent, the Borrower shall not make any resolution to create any liability for the Company, except (i) the liability arising from the normal course of business, but not arising from loans; and (ii) the liability reported to the Lender and approved by the Lender in writing.

 

5.10The Borrower shall not execute any material contracts (a contract will be deemed material if its value exceeds RMB 100,000.00 herein under this Section) without Lender’s prior written consent, except for those executed during the normal course of business.

 

5.11The Borrower shall execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate lawsuits or make all necessary and appropriate defenses against all claims in order to maintain its equity in the Company; The Borrower shall inform promptly the Lender of any pending or threatened lawsuit, arbitration or administrative proceedings concerning the Company.

 

5.12Any shareholder right of the Company the Borrower is entitled to shall only be exercised upon the authorization and the request of the Lender.

 

5.13The Borrower shall comply strictly with the provisions of this Agreement, fully perform its obligations under this Agreement and not conduct any act or omission that affects or impairs the validity and enforceability of this Agreement.

 

6.Taxes and Costs

 

Unless otherwise provided hereunder, all the taxes and costs that are generated in accordance with laws and regulations from this Agreement for each Party shall be duly borne respectively by each Party, provided that the taxes and other reasonable costs regarding the Loan shall be borne by the Lender, except for the Borrower's defaults.

 

 C: 

 

 

 

7.The Effectiveness and the Termination of the Agreement

 

7.1This Agreement shall be effective upon the execution date.

 

7.2All Parties acknowledge and agree that this Agreement shall be terminated on the date that all obligations under this Agreement are respectively fulfilled by each Party. All Parties acknowledge and agree that the obligations of the Borrower herein are deemed to be fully fulfilled only when the following conditions are all satisfied:

 

(1)The Borrower has transferred all equity interests of the Company it holds to the Lender and /or its designee; and

 

(2)The Borrower has paid all proceeds from equity transfer to the Lender as loan repayment.

 

7.3The Borrower shall not terminate or revoke this Agreement unless (a)the Lender commits a gross negligence, fraud or other material illegal acts; or (b)the Lender goes bankrupt, dissolution or is ordered to close down by law.

 

8.Default

 

In case any Party breaches any term of this Agreement (the “Defaulting Party”) and such breach constitutes any harm to the other Party (the“Non-defaulting Party”), the Non-defaulting Party may give the Defaulting Party a written notice, requesting the Defaulting Party to immediately correct and remedy the default. In the event that the remedy to the breach the Defaulting Party undertaken does not suffice the Non-defaulting Party within fifteen (15) working days after the above notice is delivered, the Non-defaulting Party may immediately take actions in accordance with this Agreement or make other remedies by legal means.

 

9.Confidentiality

 

All Parties acknowledge and agree that any oral or written materials that are exchange between the Parties are confidential and shall be kept confidential by all Party. Each Party shall not disclose any of these materials to a third party unless in the following circumstances:

 

(a)Such materials are known or will be known by 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: 

 

 

 

(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. Any breach of confidence by the employee or the hired agency of any Party shall be deemed as breach of confidence by such Party and such Party be 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 remain valid.

 

10.Notice

 

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 seventh days after such letter has been sent with its postage paid (shown on a postmarks) or on the fourth days after such letter is given to an 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.

 

Address for Party A

Recipient: Man GUO

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

Telephone Number: 010-84608181

Fax Number: 010-84608098

 

Address for Party B

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

Telephone Number: 010-84608181

Fax Number: 010-84608098

 

 C: 

 

 

 

11.Applicable Laws and Dispute Resolution

 

11.1The formation, validity, interpretation, performance, amendment and termination of and resolution of disputes in connection with this Agreement shall be governed by PRC laws.

 

11.2Any dispute, controversy or claim arising from the interpretation or performance in connection with this Agreement (including any question regarding its existence, validity or termination) shall be settled by the Parties through amicable negotiations.

 

11.3In 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 Beijing. The arbitration award shall be final and binding upon the Parties. Apart from the matters in controversy, the other rights under this Agreement shall be respectively entitled to each Party and the other obligations shall be fulfilled respectively by each Party.

 

12.Miscellaneous

 

12.1The 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.

 

12.2This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral discussions or written agreements reached by the Parties with respect to the subject matter hereof.

 

12.3This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assignees. Without prior written approval of the Lender, the Borrower shall not transfer, pledge or otherwise assign any of its rights, benefits or obligations under this Agreement.

 

12.4The Borrower herein agrees that (i) In case the Borrower dies, the Borrower agrees to immediately transfer his rights and obligations to a designated person of the Lender; and (ii) the Lender may transfer its rights and duties under this Agreement to a third party at any time the Lender desires upon a written notice to the Borrower. Such transfer does not require the Borrower’s consent.

 

 C: 

 

 

 

12.5Either Party fails to enforce any right under this Agreement shall not constitute a waiver of such right, nor shall such failure prevent the Party to enforce such right in the future.

 

12.6If any clause of this Agreement is held to be invalid or unenforceable by the competent courts, governmental departments or arbitration agencies, such provision shall not affect the validity and enforceability of the remainder of this Agreement. The Parties should cease to perform such invalid 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.

 

12.7The amount of each installment of the loan and other matters shall be confirmed upon further negotiations by the Parties. Any amendment or supplement to this Agreement shall be in written form agreed by all Parties. Any amendment, modification, supplement or annex to this Agreement that is duly signed by all Parties shall form an integral part of this Agreement and have the same legal effect as this Agreement.

 

12.8This Agreement is executed in two (2) counterparts, each party hereto holding one (1) counterpart. Each counterpart shall have the same legal effect.

 

[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 of first set forth above.

 

AirMedia Technology (Beijing) Co., Ltd.

 

Signature: /s/ Guo Man  

Name: Guo Man

Title: Legal Representative

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

 

Xu Qing

 
Signature:/s/ Xu Qing

 

 C: 

 

 

 

Loan Agreement

 

This loan agreement (the “Agreement”) is entered by the following parties on June 5, 2015 in Beijing, People’s Republic of China (“PRC”):

 

Party A: AirMedia Technology (Beijing) Co., Ltd (hereinafter referred to as the "Lender").

 

Registered address: Room 3088, Building 1, No. 2 of Heng Fu Zhong Street, Science Town, Fengtai District, Beijing

 

Legal Representative: Guo Man

 

Party B: Hong Tao (hereinafter referred to as the "Borrower")

 

Residence: No.2008, Building 73, Yongle Community, Shijingshan District, Beijing

 

ID Number:

 

(Each of the parties listed above shall be referred to herein individually as a "Party" and collectively as the "Parties".)

 

Whereas:

 

(1)The Borrower, upon the request of the Lender, serves as a shareholder of AirMedia Online Network Technology Ltd., Co. (hereinafter referred to as the “Company”, with the registered capital of RMB50 million). The Borrower holds 5% of the total equity interests of the Company;

 

(2)The Lender agrees to provide a loan of RMB2.5 million in aggregate by installments to the Borrower to pay the capital contribution to the Company;

 

(3)By entering into this Agreement, each Party intends to set out the rights and obligations for the Borrower and the Lender under the loan.

 

 C: 

 

 

 

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

 

1.Loan

 

1.1In accordance with the terms and the conditions of this Agreement, the Lender agrees to provide a loan of RMB2.5 million in aggregate (the “Loan”) to the Borrower. The Borrower agrees to the receipt of the Loan. Within 40 working days after the execution of this Agreement, the Lender shall provide the Borrower with the first installment with the amount of RMB 100,000. The supplement time and specific amount of the remainder of the Loan shall be determined by both Parties by entering into supplementary agreement.

 

1.2The Borrower hereby acknowledges and covenants that the whole amount of the Loan should be applied towards the payment for the registered capital to the Company or to provide financial support to the Company.

 

1.3All Parties acknowledge that the Borrower shall, in accordance with the requirements of this Agreement, fulfill its obligation of repayment of the Loan to the Lender and other obligations under this Agreement.

 

2.Term of the Loan

 

2.1The term of the Loan under this Agreement shall last ten (10) years, starting from the execution date of this Agreement. Unless the Lender raises a written objection within 30 working days prior to the expiration date of the Loan, the term of the Loan shall be automatically extended by one (1) year and so forth.

 

2.2Within the term of this Loan or any extended term of the Loan under this Agreement, the Lender, under the following circumstances, is entitled to decide an immediate due to the Loan with a written notice and request the Borrower to repay the loan in accordance with this Agreement:

 

(1)The Borrower resigns from or is dismissed by the Lender or any of its affiliates;

 

(2)The Borrower dies or loses capacity for civil acts or with limited capacity for civil conduct;

 

(3)The Borrower commits a crime or is involved in a crime;

 

(4)Any third party claims more than RMB100,000 against the Borrower; or

 

(5)Any representation or warranty made by the Borrower under this agreement is otherwise proved to be false or not true in any substantial aspect; or the Borrower violates any obligation under this Agreement; or

 

 C: 

 

 

 

(6)The Lender determines to exercise the call option right under the Call Option Agreement set forth under this Agreement.

 

3.Repayment of the Loan

 

3.1The Lender shall at any time, upon its absolute discretion, deliver a notice of repayment to the Borrower fifteen days in advance and require the Borrower to make partial or full repayment of the Loan.

 

3.2All Parties hereby agree and acknowledge that the Borrower shall repay the Loan only in the manner as given below:Under the circumstances of expired loan, at the Lender’s written request, the Borrower or any of its successors, assignees shall transfer its equity of the Company to the Lender or its designee under PRC law and use the proceeds from such equity transfer to repay the Loan under this Agreement.

 

3.3The Parties hereby acknowledge and agree that the Borrower’s obligations under this Agreement are deemed to be fully performed only if all the following requirements are satisfied:

 

(1)The Borrower has transferred all its equity of the Company to the Lender and/or its designee; and

 

(2)The Borrower has paid to Lender all proceeds from equity transfer or the maximum amount permitted by laws as loan repayment.

 

4.Interest of the Loan

 

4.1The parties hereby agree and acknowledge that, the Loan under this Agreement shall be interest-free.

 

4.2Notwithstanding the foregoing, the Parties hereby acknowledge and agree that where the Loan is due and the Borrower needs to transfer its equity hereof to the Lender and/or its designee, if the actual equity transfer price is higher than the Borrower’s loan principal due to legal requirements or other causes, the excess shall be deemed as the loan interest or fund utilization cost to the extent permitted by PRC laws, and shall be paid to the Lender together with the loan principal.

 

 C: 

 

 

 

5.Representations, Warranties and Undertakings of the Borrower

 

5.1The Borrower shall provide the Lender with a photocopy of its certificate of capital contribution, which shows the Borrower holds 5% of the total equity interests of the Company.

 

5.2As the guarantee of the Loan, the Borrower agree to pledge all of the equity interests held by it in the Company to the Lender and grant a call option right to purchase such equity interests. The Borrower agrees to enter into an equity pledge agreement and exclusive call option agreement upon the request of the Lender.

 

5.3Except for those equity pledges or other rights set for the benefit of the Lender, without Lender’s prior written consent, the Borrower shall not sell, transfer, mortgage or otherwise dispose of or set any other security interest against its equity or other interests in the Company, unless such equity pledges or rights are provided to the Lender and/or the designee of the Lender.

 

5.4Without Lender’s prior written consent, the Borrower shall not vote for, support at board of the shareholders or sign any board resolution approving the Company to be merged or consolidated with, acquire or invest in any person (a “person” refers to any individual, company, partnership or any other entity under this Agreement).

 

5.5Without the Lender’s prior written consent, the Borrower shall not conduct any act and/or omission that may materially affect the assets, business and liabilities of the Company; the Borrower shall not sell, transfer, mortgage or otherwise dispose of, or set any other security interest against, any of its assets, business or the beneficial or legal interests of its income at any time after the execution of this Agreement without the Lender’s prior written consent

 

5.6The Borrower shall not request the Company to distribute dividends or profits to it, neither shall the Borrower, in the capacity of the shareholder of the Company,approve board resolutions to distribute dividends or profits to it.

 

5.7The Borrower shall not supplement, modify nor amend the articles of association of the Company nor to increase or decrease the Company’s registered capital, or to change the capital structure of the Company in any way without the Lender’s prior written consent.

 

 C: 

 

 

 

5.8The Borrower shall operate prudently and effectively all the business in accordance with the good financial and business standards and customs to maintain the existence of the Company; Upon the request of the Lender, the Borrower shall provide the Lender with all materials regarding to the operating and financial status of the Company; The Borrower shall ensure that all the business of the Company are operated in the normal course to maintain the value of its assets.

 

5.9Without Lender’s prior written consent, the Borrower shall not to make any resolution to create any liability for the Company, except (i) the liability arising from the normal course of business, but not arising from loans; and (ii) the liability reported to the Lender and approved by the Lender in writing.

 

5.10The Borrower shall not execute any material contracts (a contract will be deemed material if its value exceeds RMB 100,000.00 herein under this Section) without Lender’s prior written consent, except for those executed during the normal course of business.

 

5.11The Borrower shall execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate lawsuits or make all necessary and appropriate defenses against all claims in order to maintain its equity in the Company; The Borrower shall inform promptly the Lender of any pending or threatened lawsuit, arbitration or administrative proceedings concerning the Company.

 

5.12Any shareholder right of the Company the Borrower is entitled to shall only be exercised upon the authorization and the request of the Lender.

 

5.13The Borrower shall comply strictly with the provisions of this Agreement, fully perform its obligations under this Agreement and not conduct any act or omission that affects or impairs the validity and enforceability of this Agreement.

 

6.Taxes and Costs

 

Unless otherwise provided hereunder, all the taxes and costs that are generated in accordance with laws and regulations from this Agreement for each Party shall be duly borne respectively by each Party, provided that the taxes and other reasonable costs regarding the Loan shall be borne by the Lender, except for the Borrower's defaults.

 

 C: 

 

 

 

7.The Effectiveness and the Termination of the Agreement

 

7.1This Agreement shall be effective upon the execution date.

 

7.2All Parties acknowledge and agree that this Agreement shall be terminated on the date that all obligations under this Agreement are respectively fulfilled by each Party. All Parties acknowledge and agree that the obligations of the Borrower herein are deemed to be fully fulfilled only when the following conditions are all satisfied:

 

(1)The Borrower has transferred all equity interests of the Company it holds to the Lender and /or its designee; and

 

(2)The Borrower has paid all proceeds from equity transfer to the Lender as loan repayment.

 

7.3The Borrower shall not terminate or revoke this Agreement unless (a)the Lender commits a gross negligence, fraud or other material illegal acts; or (b)the Lender goes bankrupt, dissolution or is ordered to close down by law.

 

8.Default

 

In case any Party breaches any term of this Agreement (the “Defaulting Party”) and such breach constitutes any harm to the other Party (the“Non-defaulting Party”), the Non-defaulting Party may give the Defaulting Party a written notice, requesting the Defaulting Party to immediately correct and remedy the default. In the event that the remedy to the breach the Defaulting Party undertaken does not suffice the Non-defaulting Party within fifteen (15) working days after the above notice is delivered, the Non-defaulting Party may immediately take actions in accordance with this Agreement or make other remedies by legal means.

 

9.Confidentiality

 

All Parties acknowledge and agree that any oral or written materials that are exchange between the Parties are confidential and shall be kept confidential by all Party. Each Party shall not disclose any of these materials to a third party unless in the following circumstances:

 

(a)Such materials are known or will be known by 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: 

 

 

 

(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. Any breach of confidence by the employee or the hired agency of any Party shall be deemed as breach of confidence by such Party and such Party be 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 remain valid.

 

10.Notice

 

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 seventh days after such letter has been sent with its postage paid (shown on a postmarks) or on the fourth days after such letter is given to an 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.

 

Address for Party A

Recipient: Man GUO

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

Telephone Number: 010-84608181

Fax Number: 010-84608098

 

Address for Party B

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

Telephone Number: 010-84608181

Fax Number: 010-84608098

 

 C: 

 

 

 

11.Applicable Laws and Dispute Resolution

 

11.1The formation, validity, interpretation, performance, amendment and termination of and resolution of disputes in connection with this Agreement shall be governed by PRC laws.

 

11.2Any dispute, controversy or claim arising from the interpretation or performance in connection with this Agreement (including any question regarding its existence, validity or termination) shall be settled by the Parties through amicable negotiations.

 

11.3In 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 Beijing. The arbitration award shall be final and binding upon the Parties. Apart from the matters in controversy, the other rights under this Agreement shall be respectively entitled to each Party and the other obligations shall be fulfilled respectively by each Party.

 

12.Miscellaneous

 

12.1The 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.

 

12.2This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral discussions or written agreements reached by the Parties with respect to the subject matter hereof.

 

12.3This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assignees. Without prior written approval of the Lender, the Borrower shall not transfer, pledge or otherwise assign any of its rights, benefits or obligations under this Agreement.

 

12.4The Borrower herein agrees that (i) In case the Borrower dies, the Borrower agrees to immediately transfer his rights and obligations to a designated person of the Lender; and (ii) the Lender may transfer its rights and duties under this Agreement to a third party at any time the Lender desires upon a written notice to the Borrower. Such transfer does not require the Borrower’s consent.

 

 C: 

 

 

 

12.5Either Party fails to enforce any right under this Agreement shall not constitute a waiver of such right, nor shall such failure prevent the Party to enforce such right in the future.

 

12.6If any clause of this Agreement is held to be invalid or unenforceable by the competent courts, governmental departments or arbitration agencies, such provision shall not affect the validity and enforceability of the remainder of this Agreement. The Parties should cease to perform such invalid 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.

 

12.7The amount of each installment of the loan and other matters shall be confirmed upon further negotiations by the Parties. Any amendment or supplement to this Agreement shall be in written form agreed by all Parties. Any amendment, modification, supplement or annex to this Agreement that is duly signed by all Parties shall form an integral part of this Agreement and have the same legal effect as this Agreement.

 

12.8This Agreement is executed in two (2) counterparts, each party hereto holding one (1) counterpart. Each counterpart shall have the same legal effect.

 

[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 representativeon the date of first set forth above.

 

AirMedia Technology (Beijing) Co., Ltd.  
   
Signature:  /s/ Guo Man  
Name: Guo Man  
Title: Legal Representative  
Common seal: AirMedia Technology (Beijing) Co., Ltd.
   
Hont Tao  
   
Signature: /s/ Hong Tao  

 

 C: 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:5/16/16
For Period end:12/31/15NT 20-F
6/5/15
 List all Filings 


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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