WAIVER AGREEMENT
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”).
RECITALS
WHEREAS,
pursuant to the Agreement, the Company agreed to file a Registration Statement
for resale of the Registrable Securities by the Required Filing Date and to use
its reasonable best efforts to cause such Registration Statement to become
effective by the Required Effectiveness Date;
WHEREAS,
the pursuant to the Agreement, if the Company fails to file the Registration
Statement by the Required Filing Date or if the Registration Statement does not
become effective on or before the Required Effectiveness Date due to the failure
of the Company to fulfill its obligations under the Agreement, the Company is
required to issue Penalty Shares to each Holder equal to a total of 0.0333% of
such Holder’s respective Shares for each calendar day that the Registration
Statement has not been filed or declared effective by the SEC (and until the
Registration Statement is filed with or declared effective by the SEC), as
applicable;
WHEREAS,
pursuant to the Agreement, no Penalty Shares are due to the Holders if the
Company is using its best efforts to cause the Registration Statement to be
filed and declared effective in a timely manner;
WHEREAS,
the Company did not file the Registration Statement on or prior to the Required
Filing Date;
WHEREAS,
the Company and the Holder’s previously verbally acknowledged and agreed that
the Company is using is best efforts to cause the Registration Statement to be
filed and declared effective in a timely manner and that no Penalty Shares are
due under the Agreement; and
WHEREAS,
the Company and the Holders desire to memorialize their prior verbal agreement
with a written agreement.
NOW,
THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the parties, intending to be legally bound hereby, agree
as follows:
AGREEMENT
1. Acknowledgement
and Waiver. The Company and the
Holders affirm their acknowledgment and agreement that the Company has been
using its best efforts to cause the Registration Statement to be filed and
declared effective in a timely manner and that no Penalty Shares are due to the
Holders under the Agreement to date. Further, the Holders affirm
their waiver of all rights to Penalty Shares under the Agreement as long as the
Company continues to use its best efforts to cause the Registration Statement to
be filed and declared effective by the SEC as soon as practicable after the
Initial Registration Statement is declared effective, where Company actions
substantially consistent with those taken with respect to the fling of the
Registration Statement to date shall continue to constitute satisfactory “best
efforts.”
2. Agreement
to File. The Company affirms its agreement to file the
Registration Statement as soon as practicable after the Initial Registration
Statement is declared effective by the SEC.
3. Governing
Law. This Agreement and all actions arising out of or in
connection with this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of law
provisions of the State of Delaware, or of any other state.
4. Successor
and Assigns. This Agreement shall inure to the benefit of and
bind the successors and assigns the heirs, executors, administrators, successors
and assigns of the parties hereto.
5. Severability. In
case any one or more of the provisions contained in this Agreement shall be
deemed invalid, illegal, or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby.
[SIGNATURE
PAGES TO FOLLOW]
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IN
WITNESS WHEREOF, the parties have executed this Waiver as of the day and year
first written above.
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By:
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/s/ Xxxxxxx Xx
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Name:
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Xxxxxxx
Xx
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Title:
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Chief
Executive Officer
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Holders:
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/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx
Xxxxxxxxx
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/s/ Xxxxxxx Xxxxxxxxxxxx
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Xxxxxxx
X. Xxxxxxxxxxxx
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/s/ Xxxxx XxXxxxxx
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Xxxxx
XxXxxxxx
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/s/ Xxxxx Xxxxx
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Xxxxx
Xxxxx
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/s/ Xxxxxx Xxxxxxx
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Xxxxxx
Xxxxxxx
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/s/ Xxxxxx Xxxxxxxxxxxx
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Xxxxxx
Xxxxxxxxxxxx
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/s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx
Xxxxxxxxxx
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3
The Xxxxx
Xxxxxxxxxxxx Trust dated 2/9/2000
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By:
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/s/ Xxxxxx Xxxxxxxxxxxx
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Name:
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Xxxxxx Xxxxxxxxxxxx
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Title:
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Trustee
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The Xxxxx
X. Xxxxxxxx Trust dated 2/3/2000
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By:
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/s/ Xxxxxx Xxxxxxxxxxxx
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Name:
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Xxxxxx Xxxxxxxxxxxx
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Title:
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Trustee
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Xxxxxx
Xxxxxxxxx Trust
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxxx
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Title:
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Trustee
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Xxxxxx
Xxxxxxxxx Trust
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxxx
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Title:
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Trustee
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WestPark
Capital Financial Services, LLC
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name: Name:
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Xxxxxxx Xxxxxxxxx
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Title:
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Chief Executive
Officer
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