SHARE AND WARRANT
CANCELLATION AGREEMENT

       

      THIS
SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made
and entered into as of this 6th day of May, 2009 by and between SRKP 21, Inc., a
Delaware corporation (“SRKP 21”) and the
stockholders of SRKP 21, as set forth on Schedule I attached
hereto (such stockholders 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 Exchange Agreement (as hereinafter
defined).

       

      RECITALS

       

      WHEREAS,
on March 3, 2009, SRKP 21 entered into a Share Exchange Agreement with
Attainment Holdings Limited, a British Virgin Islands Corporation (“Attainment
Holdings”), Excel Profit Global Group Limited, a British Virgin Islands
corporation and sole shareholder of Attainment Holdings ("Excel Profit") and as
to certain portions the agreement, certain designees (the “Exchange Agreement”),
a copy of which is attached hereto as Exhibit
A;

      


      WHEREAS,
pursuant to the terms of the Exchange Agreement, and as a condition to the
completion of the transactions contemplated by the Exchange Agreement, SRKP 21
agreed to enter into an agreement with the Stockholders to cancel (i) an
aggregate of 5,016,390 shares of SRKP 21 common stock held by such Stockholders
(the “Shares”),
as such Shares are more particularly set forth on Schedule I attached
hereto, and (ii) an aggregate of 6,131,945 warrants to purchase shares of SRKP
21 common stock held by such Stockholders (the “Warrants”), as such
Warrants are more particularly set forth on Schedule II attached
hereto; and

      


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

      


      NOW,
THEREFORE, for and in consideration of the execution and delivery of the
Exchange Agreement, and the payment of good and valuable consideration pursuant
to the Exchange Agreement, the receipt and sufficiency of which is hereby
acknowledged, SRKP 21 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 Exchange
Agreement, the Exchange Agreement shall control.

       

      1.2 Cancellation of Shares and
Warrants.  On the Closing Date of the Exchange Agreement, the
Shares and the Warrants shall be deemed automatically cancelled.  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 21
reasonably determines necessary to effect the cancellation of the Shares and the
Warrants pursuant to the terms of this Agreement.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      2.  DIVIDENDS; VOTING RIGHTS;
STOCK SPLITS

       

      2.1  Cash Dividends; Voting
Rights.  Prior to the Closing of the Exchange Agreement, the
Stockholders shall have rights to cash or stock dividends with respect to the
Shares and the Warrants, if any, and have rights to vote their respective
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 21 common stock that becomes effective prior to
the Closing of the Exchange Agreement, the additional shares or warrants issued
with respect to the Shares or the Warrants 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 21:

       

      SRKP 21,
Inc.

      4737
North Ocean Drive, Suite 207

      Lauderdale
by the Sea, FL 33308

      Attention:
Richard Rappaport

      Telecopy
No.:  (310) 843-9304

      


      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.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      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]

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

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

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      SRKP
      21, INC.

                                    	
                                      STOCKHOLDERS

                                    
	 
      	 
      
	By: 	 	 /s/
      Richard Rappaport 	 	 
	
                                      Name:

                                    	
                                      Richard
      Rappaport

                                    	
                                      /s/ Debbie Schwartzberg

                                    
	
                                      Title:

                                    	
                                      President

                                    	
                                      Debbie
      Schwartzberg

                                    
	 
      	 
      
	 
      	
                                      /s/ Debbie Schwartzberg

                                    
	 
      	
                                      The
      Julie Schwartzberg Trust dated 2/9/2000

                                    
	 
      	
                                      By:

                                    	
                                      Debbie
      Schwartzberg

                                    
	 
      	
                                      Its:

                                    	
                                      Trustee

                                    
	 
      	 
      
	 
      	
                                      /s/ Debbie Schwartzberg

                                    
	 
      	
                                      The
      David N. Sterling Trust dated 2/3/2000

                                    
	 
      	
                                      By:

                                    	
                                      Debbie
      Schwartzberg

                                    
	 
      	
                                      Its:

                                    	
                                      Trustee

                                    
	 
      	 
      
	 
      	
                                      /s/ Janine Frisco

                                    
	 
      	
                                      Janine
      Frisco

                                    
	 
      	 
      
	 
      	
                                      /s/ Richard Rappaport

                                    
	 
      	
                                      WestPark
      Capital Financial Services, LLC

                                    
	 
      	
                                      By:

                                    	
                                      Richard
      Rappaport

                                    
	 
      	
                                      Its:

                                    	
                                      Chief
      Executive Officer

                                    
	 
      	 
      
	 
      	
                                      /s/ Richard Rappaport

                                    
	 
      	
                                      Richard
      Rappaport

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  	 
      	
                          /s/ Anthony Pintsopoulos

                        
	 
      	
                          Anthony
      Pintsopoulos

                        
	 
      	 
      
	 
      	
                          /s/ Richard Rappaport

                        
	 
      	
                          Amanda
      Rappaport Trust

                        
	 
      	
                          By:

                        	
                          Richard
      Rappaport

                        
	 
      	
                          Its:

                        	
                          Trustee

                        
	 
      	 
      
	 
      	
                          /s/ Richard Rappaport

                        
	 
      	
                          Kailey
      Rappaport Trust

                        
	 
      	
                          By:

                        	
                          Richard
      Rappaport

                        
	 
      	
                          Its:

                        	
                          Trustee

                        
	 
      	 
      
	 
      	
                          /s/ Kevin DePrimio

                        
	 
      	
                          Kevin
      DePrimio

                        
	 
      	 
      
	 
      	
                          /s/ Jason Stern

                        
	 
      	
                          Jason
      Stern

                        


                

              

            

          

        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Schedule
I

      


      Stockholders
of SRKP 21, Inc.

      


      
        
          
            	 
      	
                    
                      Stockholder

                    

                  	 	
                    
                      Shares to be

                      cancelled per the

                      terms of this

                      Agreement

                    

                  	 	 	
                    
                      Pre-Closing Shares

                    

                  	 	 	
                    
                      Post-Closing Shares

                    

                  	 
	
                    1.

                  	
                    Debbie
      Schwartzberg

                  	 	 	706,893	 	 	 	1,000,000	 	 	 	293,107	 
	 
      	
                    785
      5th Avenue , Apt 10C

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    New
      York, NY 10022

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    2.

                  	
                    Janine
      Frisco

                  	 	 	175,574	 	 	 	248,374	 	 	 	72,800	 
	 
      	
                    200
      Oceangate, Suite 1500

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Long
      Beach, CA 90802-4302

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    3.

                  	
                    WestPark
      Capital Financial Services, LLC

                  	 	 	1,960,907	 	 	 	2,773,979	 	 	 	813,072	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    4.

                  	
                    Richard
      Rappaport

                  	 	 	802,621	 	 	 	1,135,420	 	 	 	332,799	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    5.

                  	
                    Anthony
      Pintsopoulos

                  	 	 	501,639	 	 	 	709,639	 	 	 	208,000	 
	 
      	
                    c/o
      SRKP 21, Inc.

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    4737
      North Ocean Drive, Suite 207

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Lauderdale
      by the Sea, FL 33308

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    6.

                  	
                    Amanda
      Rappaport Trust

                  	 	 	225,738	 	 	 	319,338	 	 	 	93,600	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    7.

                  	
                    Kailey
      Rappaport Trust

                  	 	 	225,738	 	 	 	319,338	 	 	 	93,600	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    8.

                  	
                    Kevin
      DePrimio

                  	 	 	175,574	 	 	 	248,374	 	 	 	72,800	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    9.

                  	
                    Jason
      Stern

                  	 	 	100,328	 	 	 	141,928	 	 	 	41,600	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    10.

                  	
                    The
      Julie Schwartzberg Trust dated 2/9/2000

                  	 	 	70,689	 	 	 	100,000	 	 	 	29,311	 
	 
      	
                    785
      5th Avenue , Apt 10C

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    New
      York, NY 10022

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    11.

                  	
                    The
      David N. Sterling Trust dated 2/3/2000

                  	 	 	70,689	 	 	 	100,000	 	 	 	29,311	 
	 
      	
                    785
      5th Avenue , Apt 10C

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    New
      York, NY 10022

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 
       	 	 	 
      	 
      	 	 	 	 	 
	 
      	 
      	 	 	5,016,390	 	 	 	7,096,390	 	 	 	2,080,000	 


          

        

      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Schedule
II

      


      Warrantholders
of SRKP 21, Inc.

      


      
        
          
            	 
      	
                    
                      Warrantholder

                    

                  	 	
                    
                      Warrants to be

                      cancelled per the terms

                      of this Agreement

                    

                  	 	 	
                    
                      Pre-Closing

                      Warrants

                    

                  	 	 	
                    
                      Post-Closing Warrants

                    

                  	 
	
                    1.

                  	
                    Debbie
      Schwartzberg

                  	 	 	864,094	 	 	 	1,000,000	 	 	 	135,906	 
	 
      	
                    785
      5th Avenue , Apt 10C

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    New
      York, NY 10022

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    2.

                  	
                    Janine
      Frisco

                  	 	 	214,618	 	 	 	248,374	 	 	 	33,756	 
	 
      	
                    200
      Oceangate, Suite 1500

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Long
      Beach, CA 90802-4302

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    3.

                  	
                    WestPark
      Financial Services, LLC

                  	 	 	2,396,978	 	 	 	2,773,979	 	 	 	377,001	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    4.

                  	
                    Richard
      Rappaport

                  	 	 	981,109	 	 	 	1,135,420	 	 	 	154,311	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    5.

                  	
                    Anthony
      Pintsopoulos

                  	 	 	613,195	 	 	 	709,639	 	 	 	96,444	 
	 
      	
                    c/o
      SRKP 21, Inc.

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    4737
      North Ocean Drive, Suite 207

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Lauderdale
      by the Sea, FL 33308

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    6.

                  	
                    Amanda
      Rappaport Trust

                  	 	 	275,938	 	 	 	319,338	 	 	 	43,400	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    7.

                  	
                    Kailey
      Rappaport Trust

                  	 	 	275,938	 	 	 	319,338	 	 	 	43,400	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    8.

                  	
                    Kevin
      DePrimio

                  	 	 	214,618	 	 	 	248,374	 	 	 	33,756	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    9.

                  	
                    Jason
      Stern

                  	 	 	122,639	 	 	 	141,928	 	 	 	19,289	 
	 
      	
                    1900
      Avenue of the Stars, Suite 310

                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                    Los
      Angeles, CA 90067

                  	 	 	 	 	 	 	 	 	 	 	 	 


          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    10.

                                  	
                                    The
      Julie Schwartzberg Trust dated 2/9/2000

                                  	 	 	86,409	 	 	 	100,000	 	 	 	13,591	 
	 
      	
                                    785
      5th Avenue , Apt 10C

                                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                                    New
      York, NY 10022

                                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                                    11.

                                  	
                                    The
      David N. Sterling Trust dated 2/3/2000

                                  	 	 	86,409	 	 	 	100,000	 	 	 	13,591	 
	 
      	
                                    785
      5th Avenue , Apt 10C

                                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                                    New
      York, NY 10022

                                  	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 	 	6,131,945	 	 	 	7,096,390	 	 	 	964,444	 


                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      Exhibit
A

      


      Share
Exchange Agreement