[AirMedia Announces Results of 2009 Annual General Meeting Beijing, December 9, 2009 1. An amendment to the Company’s 2007 Share Incentive Plan, to increase the maximum aggregate number of shares issuable under the plan from 12 million shares to 17 million shares; 2. The adoption of an Amended and Restated Memorandum and Articles of Association, primarily for the purposes of] [AIRMEDIA GROUP INC. 2007 SHARE INCENTIVE PLAN (Amended and Restated Effective December 9, 2009) ARTICLE 1 PURPOSE Plan Company ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1 “] [THE COMPANIES LAW (2009 REVISION) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AIRMEDIA GROUP INC. Adopted by a Special Resolution passed on 9 December 2009 1. AirMedia Group Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104,] [FORM 6-K AIRMEDIA GROUP INC. 17/F, Sky Plaza, þ Form 20-F o Form 40-F o o AIRMEDIA GROUP INC. Conor Chiahung Yang Chief Financial Officer 2 Press Release Amended and Restated Memorandum and Articles of Association 3 6-K 1 c93564e6vk.htm FORM 6-K]