Exhibit 99.3

Exhibit 99.3

AIRMEDIA GROUP INC.
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: AMCN)

Form of Proxy for Annual General Meeting
to Be Held on December 9, 2009
(or any adjourned or postponed meeting thereof)

Introduction

This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of AirMedia Group Inc., a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.001 per share, of the Company (the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on December 9, 2009 at 10:00 a.m. (local time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”).

Only the holders of record of the Ordinary Shares at the close of business on November 5, 2009 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Ordinary Share is entitled to one vote. The quorum of the AGM is shareholders holding no less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM. This Form of Proxy and the accompanying AGM Notice will be first mailed to the shareholders of the Company on or about November 2, 2009.

The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless the reference to the holder of the proxy having such discretion (i.e., the phrase “or if no such indication is given, as my/our proxy thinks fit”) has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its offices at 17/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, People’s Republic of China or (ii) by voting in person at the AGM.

To be valid, this Form of Proxy must be completed, signed and returned to the Company’s offices (to the attention of: Chen Liang) at 17/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, People’s Republic of China as soon as possible so that it is received by the Company no later than 24 hours before the time of the AGM.

AIRMEDIA GROUP INC.
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: AMCN)

Form of Proxy for Annual General Meeting
to Be Held on December 9, 2009
(or any adjourned or postponed meeting thereof)

I/We of , being the registered holder of ordinary shares¹, par value US$0.001 per share, of AirMedia Group Inc. (the “Company”), hereby appoint the Chairman of the Annual General Meeting² or of as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, and in the event of a poll, to vote for me/us as indicated below³, or if no such indication is given, as my/our proxy thinks fit.


No.	RESOLUTION	FOR³	AGAINST³	ABSTAIN ³
1.	The resolution as set out in Item 1 of the Notice of Annual General Meeting regarding the amendment of the Company’s 2007 Share Incentive Plan.
2.	The resolution as set out in Item 2 of the Notice of Annual General Meeting regarding the adoption of an Amended and Restated Memorandum and Articles of Association.
3.	The resolution as set out in Item 3 of the Notice of Annual General Meeting regarding the Company’s share repurchase program.



Dated , 2009		Signature(s) ⁴


¹		Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

²		If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

³		IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “FOR”. If you wish to vote against a particular resolution, tick the appropriate box marked “AGAINST”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “ABSTAIN”.

⁴		This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.