Unassociated Document


    AMENDED
AND RESTATED LOCK-UP AGREEMENT

    


    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.

    


    WHEREAS, the undersigned is a security
holder of the Company;

    


    WHEREAS, the undersigned and WestPark
Capital, Inc. entered into a Lock-Up Agreement in July 2009 regarding the
undersigned’s transfer or disposal of the securities of the Company owned by the
undersigned (the “First Lock-Up
Agreement”);

    


    WHEREAS, the undersigned agreed to the
terms of a Lock-Up Agreement, in the form attached as Exhibit C to the Amended
and Restated Share Exchange Agreement dated as of April 23, 2010 by and among CD
Media (Holding) Co., Limited (“CD Media BVI”),
Huizhou CD Media Co., Ltd., Beijing CD Media Advertisement Co., Ltd., and all of
the shareholders of CD Media BVI, regarding the undersigned’s transfer or
disposal of the securities of the Company owned by him, her or it (the “Second Lock
Up-Agreement,” and collectively with the First Lock-Up Agreement, the
“Original Lock-Up
Agreements”);

    


    WHEREAS, the parties desire to amend
and restate the undersigned’s obligations under the Original Lock-Up Agreements
with respect to the securities of the Company owned by the undersigned as set
forth herein in connection with the Company’s public offering of its common
stock contemplated pursuant to that certain registration statement on Form S-1
(File No. 333-166866) (the “Registration
Statement”) filed with the Securities and Exchange
Commission.

    


    NOW, THEREFORE, in consideration, of
the promises and of the mutual representations, warranties and agreements set
forth herein, the Parties hereto agree as follows:

    


    AGREEMENT

    


    1.            Lock-Up
Restrictions.  Other than as set in this Agreement, the
undersigned agrees that he, she or it shall not: (a) sell, assign, exchange,
transfer, pledge, distribute or otherwise dispose of (i) any securities of the
Company held by the undersigned or (ii) any interest (including, without
limitation, an option to buy or sell) in any such securities, in whole or in
part, and no such attempted transfer shall be treated as effective for any
purpose; or (b) engage in any transaction in respect to any such securities held
by the undersigned or any interest therein, the intent or effect of which is the
effective economic disposition of such securities (including, but not limited
to, engaging in put, call, short-sale, straddle or similar market transactions)
(the foregoing restrictions are referred to herein as “Lock-Up
Restrictions”).

    


    2.           Release of Lock-Up
Restrictions.  All securities of the Company held by the
undersigned shall be released from the Lock-Up Restrictions on the date that is
six (6) months subsequent to the date on which the Company’s common stock begins
to be listed or quoted on either the New York Stock Exchange, NYSE Amex, NASDAQ
Global Market, NASDAQ Capital Market or the OTC Bulletin Board.  The
Underwriters, in their discretion and acting unanimously, may release from the
Lock-up Restrictions some or all the securities of the Company held by the
undersigned earlier than the schedule set forth in this Lock-up
Agreement.

    


    3.           Legend.  The
certificates evidencing the securities of the Company held by the undersigned
held by the undersigned shall bear a legend as set forth below (the “Lock-Up Legend”) and
such Lock-Up Legend shall remain during the term of this Agreement as set forth
above:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET
FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN THE COMPANY, A DELAWARE
CORPORATION, AND THE HOLDER HEREOF (THE “LOCK-UP AGREEMENT”), AND MAY NOT BE
SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR
OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN THE LOCK-UP
AGREEMENT. UPON SATISFACTION OF THE REQUIREMENTS SET FORTH HEREIN, THE ISSUER
AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE
TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD SPECIFIED IN THE LOCK-UP
AGREEMENT.  A COPY OF THE LOCK-UP AGREEMENT IS AVAILABLE FOR REVIEW AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.

     

    4.           This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but which together constitute one and the same
instrument.  This Agreement may be executed and delivered by
facsimile.

    


    IN WITNESS WHEREOF, the undersigned has
executed this Amended and Restated Lock-Up Agreement as of the date first
written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      
	
                                    Printed
      Name of Undersigned Holder

                                  
	 
      	 
      
	 
      	 
      
	
                                    Signature

                                  	 
      
	 
      	 
      
	 
      	 
      
	
                                    By:

                                  	  
      
	 
      	 
      


                             

                            
                              	
                                      Title
      (if applicable):

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      
                                                                      

      

    [SIGNATURE
PAGE FOR COMPANY AND UNDERWRITERS TO FOLLOW]

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the undersigned has executed this Amended and Restated Lock-Up
Agreement as of the date first written above.

     

     

    
      
        
          
            
              
                	
                        CHINA
      CENTURY DRAGON MEDIA, INC.

                      
	 
      
	 
      
	
                        By:  HaiMing
      Fu

                      
	
                        Its:  Chief
      Executive Officer

                      
	 
      
	 
      
	
                        WESTPARK
      CAPITAL, INC.

                      
	 
      
	 
      
	
                        By:  Richard
      Rappaport

                      
	
                        Its:  President

                      
	 
      
	 
      
	
                        I-BANKERS
      SECURITIES, INC.

                      
	 
      
	 
      
	
                        By:

                      
	
                        Its:

                      
	 
      
	
                        JOSEPH
      GUNNAR & CO., LLC

                      
	 
      
	 
      
	 
      
	
                        By:

                      
	
                        Its:

                      


              

               

              
                
                   

                

                
                  -3-