FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 16th, 2008 • SRKP 25 Inc • Delaware
AGREEMENT entered into as of the 17th day of December, 2007, by and between SRKP 25, Inc., a Delaware corporation with an address at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308 (the “Company”) and [Name of Investor], an individual with an address at [Address of Investor] (the “Purchaser”).
FORM OF WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 16th, 2008 • SRKP 25 Inc • Delaware
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) entered into as of the 17th day of December, 2007, by and between SRKP 25, Inc., a Delaware corporation with an address at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308 (the “Company”) and [Name of Investor], an individual with an address at [Address of Investor] (the “Purchaser”).
Exclusive Option AgreementExclusive Option Agreement • August 24th, 2010 • China Century Dragon Media, Inc. • Services-advertising
This Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of July 30, 2010, in Beijing, the People’s Republic of China (“China”):
1,400,000 Shares1 Common Stock CHINA CENTURY DRAGON MEDIA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2011 • China Century Dragon Media, Inc. • Services-advertising • California
China Century Dragon Media, Inc., a Delaware corporation (the “Company”), proposes to sell to you and other firms and corporations named in Schedule A attached hereto (the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 9 hereof), for which you are acting as representative (“Representative”), 1,400,000 shares (the “Primary Shares”) of the Company’s Common Stock, par value $.0001 per share (“Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase, solely for the purpose of covering over-allotments, up to an additional 210,000 shares of the Common Stock (the “Over-Allotment Shares”). The Primary Shares and the Over-Allotment Shares are collectively referred to below as the “Shares.” The Company agrees with the several Underwriters as set forth below.
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • August 24th, 2010 • China Century Dragon Media, Inc. • Services-advertising
This Equity Interest Pledge Agreement ("this Agreement") has been executed by and among the following parties on July 30, 2010 in Beijing, the People’s Republic of China (the "China"):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2010 • China Century Dragon Media, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) made as of this 30th day of April, 2010, by and among SRKP 25, Inc., a Delaware corporation (the “Company”); CD Media (Holding) Co., Limited, a company organized in the British Virgin Islands and upon the Closing Date (as defined below) a 100%-owned subsidiary of the Company ("CD Media BVI"); and the undersigned (each a “Holder” and together the “Holders”).
WARRANT TO PURCHASE COMMON STOCK OF CHINA CENTURY DRAGON MEDIA, INC.Warrant Agreement • January 25th, 2011 • China Century Dragon Media, Inc. • Services-advertising
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase [Number of Shares Underlying Warrant] Shares of Common Stock of SRKP 25, Inc.Securities Purchase Agreement • January 16th, 2008 • SRKP 25 Inc
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, [Name of Investor] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of (i) the tenth anniversary of the Initial Exercise Date or (ii) five years from the date the Company (as defined below) consummates a merger or other business combination with an operating business or any other event pursuant to which the Company ceases to be a “shell company,” as defined by Rule 12b-2 under the Securities Exchange Act of 1934 and a “blank check company,” as defined by Rule 419 of the Securities Act (the “Termination Date”) but not thereafter, to subscribe for and purchase from SRKP 25, Inc., a Delaware corporation (the “Company”), up to [Number of Shares Underlying Warrant] shares (the “Warrant Shares”) of the Company’s common
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 22nd, 2011 • China Century Dragon Media, Inc. • Services-advertising • Delaware
This Indemnification Agreement, dated as of __________, 2011, is made by and between China Century Dragon Media, Inc., a Delaware corporation (the “Company”) and ________________ (the “Indemnitee”).
Party A：Beijing CD Media Advertisement Co., Ltd (“the Company”) Add.: Room2203, Tower A, Orient Mei Di Ya Centre, No.4 Guanghua Road, Chaoyang District, BeijingEmployment Agreement • August 3rd, 2010 • China Century Dragon Media, Inc. • Services-advertising
According to the Labor Law of PRC and Law of PRC on Employment Contracts, the two Parties hereby mutually agreed and volunteered to enter into this agreement through consultation. Upon the signature of Party B of this contract，Party B has learned the articles of this agreement and the employee handbook of the Company and becomes the full-time employee of Party A.
AMENDED AND RESTATED SHARE AND WARRANT CANCELLATION AGREEMENTShare and Warrant Cancellation Agreement • May 6th, 2010 • China Century Dragon Media, Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of April, 2010, by and between SRKP 25, Inc., a Delaware corporation (“SRKP 25”), and the stockholders of SRKP 25, as set forth on Schedule I attached hereto (such stockholders are collectively referred to herein as the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Exchange Agreement (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2010 • China Century Dragon Media, Inc. • Services-advertising • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between China Century Dragon Media, Inc. (“Company”), a Delaware corporation, and Dapeng Duan (“Employee”), effective on the date indicated below. (Company and Employee are sometimes referred to herein as “Party” or collectively as the “Parties.”)
AMENDED AND RESTATED LOCK-UP AGREEMENTLock-Up Agreement • January 12th, 2011 • China Century Dragon Media, Inc. • Services-advertising
This Amended and Restated Lock-Up Agreement (the “Agreement”) is entered into by and among WestPark Capital, Inc., I-Bankers Securities, Inc. and Joseph Gunnar & Co., LLC (collectively, the “Underwriters”), China Century Dragon Media, Inc. (the “Company”) and the undersigned.
WAIVER AGREEMENTWaiver Agreement • December 23rd, 2010 • China Century Dragon Media, Inc. • Services-advertising • Delaware
This waiver agreement (“Waiver”) dated as of December 22, 2010, memorializes the prior agreement by and among China Century Dragon Media, Inc., a Delaware corporation (the “Company”) and the undersigned (each a “Holder” and together the “Holders”). Capitalized terms not otherwise defined herein shall have the meanings set forth in that certain Registration Rights Agreement by and among the Company, the Holders and CD Media (Holding) Co., Limited dated as of April 30, 2010 (the “Agreement”).
WARRANT TO PURCHASE COMMON STOCK OF CHINA CENTURY DRAGON MEDIA, INC.Warrant Agreement • February 2nd, 2011 • China Century Dragon Media, Inc. • Services-advertising
THIS CERTIFIES THAT, for $_____ and other valuable consideration received by CHINA CENTURY DRAGON MEDIA, INC., a Delaware corporation (the “Company”), [WESTPARK CAPITAL, INC.], or its permitted registered assigns (“Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time after February __, 2012 (the “Effective Date”), and before 5:00 p.m. Pacific Time on _________, 2016 (the “Expiration Date”), to purchase from the Company, _________ shares of Common Stock of the Company at a price per share equal to $_____ (the “Purchase Price”). Both the number of shares of Common Stock purchasable upon exercise of this Warrant and the Purchase Price are subject to adjustment and change as provided herein.
Capital Transfer AgreementCapital Transfer Agreement • June 29th, 2010 • China Century Dragon Media, Inc. • Services-advertising
The series “Chi Dan Zhong Xin” is a cooperative investment project of party A and B under the agreement signed on January 14, 2009. Under the agreement, Party A is responsible for developing the playwright, shooting, marketing and distribution, and Party B is to invest RMB 16,000,000 for this project. Party B is willing to transfer the investment and related legal right and interest in the project to Party C and Party C would like to accept the transfer without any objection from party A. Now Parties A, B and C agree to the following:
SUBSCRIPTION AGREEMENTSubscription Agreement • May 6th, 2010 • China Century Dragon Media, Inc. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this ____ day of _______________, 2010, by and among SRKP 25, Inc., a Delaware corporation (the “Company”), CD Media (Holding) Co., Limited, a company organized in the British Virgin Islands and upon the Closing Date (as defined below) a wholly-owned subsidiary of the Company (“CD Media BVI”), Huizhou CD Media Advertisement Co., Ltd., a company organized in the People’s Republic of China and a wholly-owned subsidiary of CD Media BVI (“CD Media Huizhou”), and Beijing CD Media Advertisement Co., Ltd., a company organized in the People’s Republic of China and controlled by CD Media Huizhou by contractual agreements and arrangements (“CD Media Beijing” and together with CD Media BVI and CD Media Huizhou, the “CD Media Entities”), and the undersigned (the “Subscriber”).
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 6th, 2010 • China Century Dragon Media, Inc. • Blank checks
THIS AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT, effective as of the 23rd day of April, 2010 (the “Agreement”), by and among SRKP 25, Inc., a Delaware corporation (the “Company”), CD Media (Holding) Co., Limited, a company organized in the British Virgin Islands (“CD Media BVI”), Huizhou CD Media Co., Ltd., a company organized in the People’s Republic of China and a wholly-owned subsidiary of CD Media BVI (“CD Media Huizhou”), Beijing CD Media Advertisement Co., Ltd., a company organized in the People’s Republic of China and controlled by CD Media Huizhou by contractual agreements and arrangements (“CD Media Beijing” and together with CD Media BVI and CD Media Huizhou, the “CD Media Entities”), and all of the shareholders of CD Media BVI, each of whom has executed a counterpart signature page to this Agreement (each, a “Shareholder” and collectively, the “Shareholders”). Each of the CD Media Entities and the Shareholders is sometimes individually referred to herein as a “CD Media Pa
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • May 6th, 2010 • China Century Dragon Media, Inc. • Blank checks
This Exclusive Business Cooperation Agreement (“this Agreement”) is made and entered into by and between the following Parties on March 30, 2010 in Beijing, the People’s Republic of China (“China” or “PRC”):
