AMENDED AND RESTATED SHARE AND WARRANT CANCELLATION AGREEMENT

AMENDED AND RESTATED

SHARE AND WARRANT CANCELLATION AGREEMENT

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).

RECITALS

WHEREAS, SRKP 25 entered into a Share Exchange Agreement effective March 31, 2010 (the “Original Exchange Agreement”) with 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, Beijing CD Media Advertisement Co., Ltd., a company organized in the People’s Republic of China, and each of the shareholders of CD Media BVI;

WHEREAS, as contemplated by the terms of the Original Exchange Agreement, the parties previously executed a Share and Warrant Cancellation Agreement dated as of March 31, 2010 (the “Original Agreement”), pursuant to which the Stockholders agreed to cancel shares of SRKP 25 common stock and warrants to purchase shares of SRKP 25 common stock held by them in connection with the transaction contemplated by the Original Exchange Agreement;

WHEREAS, after further negotiations between the parties to the Original Exchange Agreement, the parties to the Original Exchange Agreement entered into an Amended and Restated Share Exchange Agreement dated as of April 23, 2010 (the “Amended and Restated Exchange Agreement”), a copy of which is attached hereto as Exhibit A;

WHEREAS, pursuant to the terms of the Amended and Restated Exchange Agreement, and as a condition to the completion of the transactions contemplated by the Amended and Restated Exchange Agreement, SRKP 25 agreed to enter into an agreement with the Stockholders to cancel (i) shares of SRKP 25 common stock held by such Stockholders (the “Shares”), the maximum number of such Shares to be cancelled as more particularly set forth on Schedule I attached hereto, and (ii) warrants to purchase shares of SRKP 25 common stock held by such Stockholders (the “Warrants”), the maximum number of such Warrants more particularly set forth on Schedule II attached hereto;

WHEREAS, in conjunction with and in consideration of the Amended and Restated Exchange Agreement, the parties desire to amend and restate the terms and conditions of the Original Agreement as set forth in this Agreement;

WHEREAS, it is acknowledged and understood that the Company is seeking to sell up to $5.35 million of its capital stock in a private placement (the “Placement”), which Placement may be effected in one or more closings (each, a “Closing” and the first of said Closings to be the “Initial Closing”); and

WHEREAS, the Stockholders acknowledge that they would benefit from the completion of the transactions contemplated by the Amended and Restated Exchange Agreement.

NOW, THEREFORE, for and in consideration of the execution and delivery of the Amended and Restated Exchange Agreement, and the payment of good and valuable consideration pursuant to the Amended and Restated Exchange Agreement, the receipt and sufficiency of which is hereby acknowledged, SRKP 25 and the Stockholders, each intending to be legally bound by this Agreement, hereby agree as follows:

AGREEMENT

1.           DUTIES

1.1         Rights and Obligations of the Parties.  The parties shall be entitled to such rights and shall perform such duties as set forth herein.  In the event that the terms of this Agreement conflict in any way with the provisions of the Amended and Restated Exchange Agreement, the Amended and Restated Exchange Agreement shall control.

1.2         Cancellation of Shares and Warrants.

(a)           Mechanism.  On each date of a Closing, a number of Shares and Warrants held by each Stockholder shall be deemed automatically cancelled as determined further to the following:

(i) It is understood and agreed that further to the Amended and Restated Exchange Agreement, CD Media BVI must have at least US $8,500,000 (Eight Million Five Hundred Thousand) in net income for the most recently completed fiscal period (the "Fiscal Period"), such results to have been verified by CD Media BVI's independent auditors (the "Auditors"), such Auditors verifying to each of SRKP 25 and CD Media BVI that it has reviewed such results consistent with the requirements of Rule 10-01(d) of Regulation S-X (or any succeeding provision) (the "Review”). CD Media BVI has previously represented to SRKP 25 that it projects net income for the Fiscal Period to be US $8,500,000 (Eight Million Five Hundred Thousand) (the “Projection”);

(ii) The number of Shares and Warrants held by each Stockholder to be cancelled on each Closing Date shall be the Maximum Cancelled Shares and the Maximum Cancelled Warrants held by each Stockholder as described and as those respective terms are defined in Schedules I and II hereof, respectively, less any Shares and Warrants, respectively, previously held by each Stockholder and cancelled further to the operation of this Section 1.2, each then adjusted by multiplying each of said numbers by a fraction, the numerator of which shall be the gross proceeds of shares of capital stock of the Company sold in the Placement for such Closing and the denominator of which shall be 5,350,000 (each resulting sum shall be known as a "Product"). Each Product will then be further adjusted as referenced in subparagraph (iii) below;

(iii) Each Product shall then be multiplied by a fraction (the "Fraction"), the denominator of which is the Projection and the numerator of which is the actual net income of CD Media BVI for the Fiscal Period as determined and verified by the Auditors further to the Review, provided however that in no event shall the Fraction be greater than 1. It is understood and agreed that if the closing of the Share Exchange extends beyond the nine month period ending September 30, 2010 (the "Next Fiscal Period"), and if SRKP 25 has not opted to terminate the Amended and Restated Exchange Agreement further to its terms, CD Media BVI shall provide SRKP 25 an updated projection of net income for the Next Fiscal Period (the "Updated Projection") and if after receipt of the Updated Projection SRKP 25 does not then terminate the Amended and Restated Exchange Agreement further to its terms, the Fraction shall be adjusted so that the denominator is then the Updated Projection and the numerator is the actual net income of CD Media BVI for the Updated Fiscal Period as determined and verified by the Auditors further to the Review, provided again, however, that in no event shall the Fraction be greater than 1; and

(iv) notwithstanding the referenced calculations, in no event shall the aggregate number of Shares and Warrants held by each Stockholder and to be cancelled further to this Agreement exceed the Maximum Cancelled Shares and the Maximum Cancelled Warrants attributable to such Stockholder further to Schedules I and II herein.

(b)           Execution of Further Documentation.  The Stockholders agree to execute any and all documents, including, but not limited to, stock powers for the stock certificates representing the Shares, as SRKP 25 reasonably determines necessary to effect the cancellation of Shares and the Warrants pursuant to the terms of this Agreement.

2.           DIVIDENDS; VOTING RIGHTS; STOCK SPLITS

2.1  Cash Dividends; Voting Rights.  Prior to each Closing of the Amended and Restated Exchange Agreement, the Stockholders shall have rights to cash or stock dividends with respect to any uncancelled Shares and/or Warrants, if any, and have rights to vote their respective uncancelled Shares, if any such matter requiring stockholder approval shall arise.

2.2  Stock Splits; Stock Dividends.  In the event of any stock split or other similar transaction with respect to SRKP 25 common stock that becomes effective prior to any Closing of the Amended and Restated Exchange Agreement, the additional shares or warrants issued with respect to the Shares or the Warrants to be cancelled shall be similarly cancelled.

3.  MISCELLANEOUS

3.1  Transferability.  None of the rights and obligations of the Stockholders hereunder shall be transferable.

3.2  Notices.  Any notices or other communications required or permitted under this Agreement shall be in writing and shall be sufficiently given if sent by (i) registered or certified mail, postage prepaid, addressed as follows, (ii) facsimile to the facsimile numbers identified below or (iii) overnight courier (such as UPS or FedEx), addressed as follows:

If to SRKP 25:

SRKP 25, Inc.

0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000

Lauderdale by the Xxx, XX 00000

Attention: Xxxxxxx Xxxxxxxxx

Telecopy No.:  (000) 000-0000

If to the Stockholders:

to the address set forth next to the name of each of the Stockholders in Schedule I

or such other person or address as shall be furnished in writing by any of the parties and any such notice or communication shall be deemed to have been given as of the date so mailed.

3.3  Construction.  The validity, enforcement and construction of this Agreement shall be governed by the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

3.4  Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, assigns and transferees, as the case may be.

3.5  Severability.  If any provision or section of this Agreement is determined to be void or otherwise unenforceable, it shall not affect the validity or enforceability of any other provisions of this Agreement which shall remain enforceable in accordance with their terms.

3.6  Interpretation.  The headings and subheadings contained in this Agreement are for reference only and for the benefit of the parties and shall not be considered in the interpretation or construction of this Agreement.  This Agreement shall be construed and interpreted without regard to any rule or presumption requiring that it be construed or interpreted against the party causing it to be drafted.

3.7  Execution in Counterparts.  This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

3.8  Amendments.  This Agreement may be amended from time to time but only by written agreement signed by all of the parties hereto.

3.9 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Share and Warrant Cancellation Agreement as of the day and year first above written.

SRKP 25, INC.
By:	/s/ Xxxxxxx Xxxxxxxxx
Name:    Xxxxxxx Xxxxxxxxx
Title:      President
STOCKHOLDERS
/s/ Xxxxxx Xxxxxxxxxxxx			/s/ Xxxxxxx Xxxxxxxxxxxx
Xxxxxx Xxxxxxxxxxxx			Xxxxxxx Xxxxxxxxxxxx
/s/ Xxxxxx Xxxxxxxxxxxx			/s/ Xxxxxxx Xxxxxxxxx
The Xxxxx Xxxxxxxxxxxx Trust dated 2/9/2000			Xxxxxx Xxxxxxxxx Trust
By:  Xxxxxx Xxxxxxxxxxxx			By:  Xxxxxxx Xxxxxxxxx
Its:  Trustee			Its: Trustee
/s/ Xxxxxx Xxxxxxxxxxxx			/s/ Xxxxxxx Xxxxxxxxx
The Xxxxx X. Xxxxxxxx Trust dated 2/3/2000			Xxxxxx Xxxxxxxxx Trust
By:  Xxxxxx Xxxxxxxxxxxx			By:  Xxxxxxx Xxxxxxxxx
Its:  Trustee			Its: Trustee
/s/ Xxxxxx Xxxxxx			/s/ Xxxxx XxXxxxxx
Xxxxxx Xxxxxx			Xxxxx XxXxxxxx
/s/ Xxxxxxx Xxxxxxxxx			/s/ Xxxxx Xxxxx
WestPark Capital Financial Services, LLC			Xxxxx Xxxxx
By:  Xxxxxxx Xxxxxxxxx
Its:  Chief Executive Officer
/s/ Xxxxxxx Xxxxxxxxx			/s/ Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxxx			Xxxxxx Xxxxxxx

Schedule I

Stockholders of SRKP 25, Inc.

	Stockholder		Maximum number of Shares to be cancelled pursuant to the terms of this Agreement (“Maximum Cancelled Shares”)				Shares Held by Stockholder prior to the date of the Initial Closing				Post-Cancellation Shares held by Stockholder, assuming Maximum Cancelled Shares
1.	WestPark Financial Services, LLC 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			1,355,922				2,773,979				1,418,057
2.	Xxxxxxx Xxxxxxxxx 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			787,459				1,099,938				312,479
3.	Xxxxxx Xxxxxxxxx Trust 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			228,618				319,338				90,720
4.	Xxxxxx Xxxxxxxxx Trust 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			228,618				319,338				90,720
5.	Xxxxxx Xxxxxxxxxxxx 000 0xx Xxxxxx , Xxx 00X Xxx Xxxx, XX 00000			690,510				964,518				274,008
6.	The Xxxxx Xxxxxxxxxxxx Trust dated 2/9/2000 000 0xx Xxxxxx , Xxx 00X Xxx Xxxx, XX 00000			71,592				100,000				28,408
7.	The Xxxxx X. Xxxxxxxx Trust dated 2/3/2000 000 0xx Xxxxxx , Xxx 00X Xxx Xxxx, XX 00000			71,592				100,000				28,408
8.	Xxxxxxx Xxxxxxxxxxxx c/o XXXX 25, Inc. 0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000 Lauderdale by the Xxx, XX 00000			508,039				709,639				201,600
9.	Xxxxxx Xxxxxx 000 Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000-0000			177,814				248,374				70,560
10.	Xxxxx XxXxxxxx 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			177,814				248,374				70,560
11.	Xxxxx Xxxxx 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			101,608				141,928				40,320
12.	Xxxxxx Xxxxxxx 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			50,804				70,964				20,160
				4,450,390				7,096,390				2,646,000

Schedule II

Warrantholders of SRKP 25, Inc.

	Warrantholder		Maximum number of Warrants to be cancelled pursuant to the terms of this Agreement (“Maximum Cancelled Warrants”)				Warrants Held by Stockholder prior to the date of the Initial Closing				Post-Cancellation Warrants held by Stockholder, assuming Maximum Cancelled Warrants
1.	WestPark Financial Services, LLC 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			1,835,425				2,773,979				938,554
2.	Xxxxxxx Xxxxxxxxx 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			977,592				1,099,938				122,346
3.	Xxxxxx Xxxxxxxxx Trust 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			283,818				319,338				35,520
4.	Xxxxxx Xxxxxxxxx Trust 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			283,818				319,338				35,520
5.	Xxxxxx Xxxxxxxxxxxx 000 0xx Xxxxxx , Xxx 00X Xxx Xxxx, XX 00000			857,235				964,518				107,283
6.	The Xxxxx Xxxxxxxxxxxx Trust dated 2/9/2000 000 0xx Xxxxxx , Xxx 00X Xxx Xxxx, XX 00000			88,877				100,000				11,123
7.	The Xxxxx X. Xxxxxxxx Trust dated 2/3/2000 000 0xx Xxxxxx , Xxx 00X Xxx Xxxx, XX 00000			88,877				100,000				11,123
8.	Xxxxxxx Xxxxxxxxxxxx c/o XXXX 25, Inc. 0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000 Lauderdale by the Xxx, XX 00000			630,706				709,639				78,933
9.	Xxxxxx Xxxxxx 000 Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000-0000			220,748				248,374				27,626
10.	Xxxxx XxXxxxxx 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			220,748				248,374				27,626
11.	Xxxxx Xxxxx 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			126,142				141,928				15,786
12.	Xxxxxx Xxxxxxx 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000			63,071				70,964				7,893
				5,677,057				7,096,390				1,419,333

Exhibit A

Amended and Restated Share Exchange Agreement