Unassociated Document


    SUBSCRIPTION
AGREEMENT

     

    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”).

     

    WHEREAS,
the Company, each of the CD Media Entities and Zhang Hailan, an individual and
sole shareholder of CD Media BVI, are parties to a certain Share Exchange
Agreement dated as of March [___], 2010 (the “Exchange Agreement”),
pursuant to which CD Media BVI will become a wholly-owned subsidiary of the
Company and 100% of the outstanding securities of CD Media BVI will be exchanged
for securities in the Company (the “Share
Exchange”).  Immediately after the effective time of the Share
Exchange (the “Closing
Date”), the Company will assume the business and operations of CD Media
BVI and its subsidiaries.

     

    WHEREAS,
as a condition to the closing of the Share Exchange, the Company intends to
obtain subscriptions for the purchase and sale, in a private placement
transaction (the “Offering”) pursuant
to Regulation D promulgated under the Securities Act of 1933, as amended (the
“Act”), of
shares of common stock (the “Shares”) of the
Company, par value $0.0001 per share (“Common Stock”) on the
terms and conditions hereinafter set forth, and the Subscriber desires to
acquire that number of Shares set forth on the signature page
hereof.

     

    WHEREAS,
the Company has entered into a Share and Warrant Cancellation Agreement dated as
of March [__], 2010 with each of its stockholders (the “Share and Warrant
Cancellation Agreement”), pursuant to which each of the Company’s
stockholders has agreed to cancel certain shares and warrants held by them in
connection with the transactions contemplated by the Exchange
Agreement.

     

    NOW,
THEREFORE, for and in consideration of the promises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:

     

    1.           Subscription
Procedure

     

    1.1           Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby
subscribes for and agrees to purchase from the Company such number of Shares as
is set forth upon the signature page hereof at a price per Share calculated
pursuant to Section
1.2 below (the “Purchase
Price”).  The Company agrees to sell such Shares to the
Subscriber for the Purchase Price, subject to the provisions of Section 1.8
below.

     

    1.2           The
per Share purchase price for the Shares shall be calculated as
follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    (a)           It
is understood and agreed that further to the 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”);

     

    (b)           The
per Share purchase price for the Shares equals $1.50 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 Date
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 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 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.

     

    1.3           The
subscription period will begin on March 12, 2010 and will terminate at 5:00 PM
Eastern Standard Time on July 12, 2010, unless extended for up to an additional
90 days by the Company, CD Media BVI and the Placement Agent (as defined below)
(the “Termination
Date”).  The Shares will be offered on a “best efforts” basis
as more particularly set forth in a Confidential Private Placement Memorandum
and any supplements thereto (the “Offering
Memorandum”), which shall supersede in its entirety that Executive
Summary dated February 23, 2010, in addition to other offering
memoranda.  The Offering will take place through an initial closing on
the Closing Date, and there may be one or more subsequent closings of the
Offering thereafter, with the closing applicable to this Agreement being
referred to as the “Closing.”  The final Offering Memorandum will be
provided to Subscribers in the Offering no later than one (1) day prior to the
applicable Closing.   The consummation of the Offering is subject
to the satisfaction of a number of conditions to be further described in the
Offering Memorandum, one or more of which conditions may not occur.

     

    1.4           Placement
of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”),
which will receive certain compensation therefore as will be more fully
described in the Offering Memorandum.

     

    1.5           The
Purchase Price will be placed in escrow pursuant to an escrow agreement (the
“Escrow
Agreement”) by and among the Placement Agent, the Company and Wells
Fargo, National Association, as escrow agent (the “Escrow Agent”), and
such escrowed funds shall be transmitted and maintained in compliance with SEC
Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), as applicable, and shall be paid over to the Company at the
Closing.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    1.6           The
certificates for the Common Stock bearing the name of the Subscriber will be
delivered by the Company no later than thirty (30) days following the final
Closing of the Offering.  The Subscriber hereby authorizes and directs
the Company to deliver the securities to be issued to such Subscriber pursuant
to this Subscription Agreement to the residential or business address indicated
in the Investor Questionnaire, as attached.

     

    1.7           The
Purchase Price for the Shares purchased hereunder shall be paid by wire transfer
to the Escrow Agent pursuant to the following instructions:

     

    Wells
Fargo Bank, N.A.

    ABA #
121000248

    BNF:
Corporate Trust Clearing

    A/C#
0001038377

    FFC: Esc
A/C #: 82335900 SRKP 25/ Westpark Capital Subscription

    Attn:
Nelia Lopez (213) 614-3352

    


    Or by
check:

     

    
      	
              Payable
      to:

              Memo:

              Mailed to:

            	“Wells
      Fargo Bank, N.A.” 

              “A/C
      # 82335900 SRKP 25/ WestPark Capital”

              1900
      Ave. of the Stars, Suite 310

              Los
      Angeles, CA 90067

              Attn:
      Ann Pan (310) 843-9300

            


    

     

    1.8           The
Company and/or CD Media BVI may, in their sole discretion, reject any
subscription, in whole or in part, or terminate or withdraw the Offering in its
entirety at any time prior to a closing in relation thereto.  Neither
the Company nor the Placement Agent shall be required to allocate among
investors on a pro rata basis in the event of an over-subscription.

     

    2.           Representations and
Covenants of Subscriber

     

    2.1           The
Subscriber recognizes that the purchase of Shares involves a high degree of risk
in that (i) the Company will need additional capital to operate its business but
has no assurance of additional necessary capital; (ii) an investment in the
Company is highly speculative and only investors who can afford the loss of
their entire investment should consider investing in the Company and the Shares;
(iii) an investor may not be able to liquidate his, her or its investment; (iv)
transferability of the securities comprising the Shares is extremely limited;
(v) an investor could sustain the loss of his, her or its entire investment; and
(vi) the Company is and will be subject to numerous other risks and
uncertainties, including without limitation, significant and material risks
relating to the Company’s business and the business and operations of the CD
Media Entities, and the industries, markets and geographic regions in which the
Company will compete, as well as risks associated with the Offering, the Share
Exchange and the other transactions contemplated herein, in the Offering
Memorandum and in the Exchange Agreement, all as more fully set forth herein and
in the Offering Memorandum.  For the avoidance of doubt, all
references to the Company in this Section 2.1 include
the Company’s business and operations after it acquires the business and
operations of the CD Media Entities through the Share Exchange.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    2.2           The
Subscriber represents that he, she or it is an “accredited investor” as such
term is defined in Rule 501 of Regulation D promulgated under the Act, as
indicated by his, her or its responses to the Investor Questionnaire, the form
of which is attached hereto as Exhibit A, and that
he, she or it is able to bear the economic risk of an investment in the
Shares.  The Subscriber must complete the applicable Investor
Questionnaire to enable the Company and CD Media BVI to assess the Subscriber’s
eligibility for the Offering.

     

    2.3           The
Subscriber acknowledges that he, she or it has prior investment experience,
including without limitation, investment in non-listed and non-registered
securities, or he, she or it has employed the services of an investment advisor,
attorney or accountant to read all of the documents furnished or made available
by the Company or CD Media BVI both to him, her or it and to all other
prospective investors in the Shares and to evaluate the merits and risks of such
an investment on his, her or its behalf, and that he, she or it recognizes the
highly speculative nature of this investment.

     

    2.4           The
Subscriber acknowledges receipt and careful review of the Offering Memorandum,
this Subscription Agreement, and the attachments hereto and thereto
(collectively, the “Offering Documents”)
and hereby represents that he, she or it has been furnished or given access by
the Company or the CD Media Entities during the course of this Offering with or
to all information regarding the Company and the CD Media Entities and their
respective financial conditions and results of operations which he, she or it
had requested or desired to know; that all documents which could be reasonably
provided have been made available for his, her or its inspection and review;
that he, she or it has been afforded the opportunity to ask questions of and
receive answers from duly authorized representatives of the Company and the CD
Media Entities concerning the terms and conditions of the Offering, and any
additional information which he, she or it had requested.  The
Subscriber further represents and acknowledges that the Subscriber has not seen
or received any advertisement or general solicitation with respect to the sale
of any of the securities of the Company, including, without limitation, the
Shares.

     

    2.5           The
Subscriber acknowledges that this Offering of Shares may involve tax
consequences, and that the contents of the Offering Documents do not contain tax
advice or information.  The Subscriber acknowledges that he, she or it
must retain his, her or its own professional advisors to evaluate the tax and
other consequences of an investment in the Shares.

     

    2.6           The
Subscriber acknowledges that this Offering of Shares has not been reviewed or
approved by the United States Securities and Exchange Commission (“SEC”) because the
Offering is intended to be a nonpublic offering pursuant to Section 4(2) of the
Act.  The Subscriber represents that the Shares are being purchased
for his, her or its own account, for investment and not for distribution or
resale to others.  The Subscriber agrees that he, she or it will not
sell or otherwise transfer any of the securities comprising the Shares unless
they are registered under the Act or unless an exemption from such registration
is available and, upon the Company’s request, the Company receives an opinion of
counsel reasonably satisfactory to the Company confirming that an exemption from
such registration is available for such sale or transfer.

     

    2.7           The
Subscriber understands that the Shares have not been registered under the Act by
reason of a claimed exemption under the provisions of the Act which depends, in
part, upon his investment intention.  The Subscriber realizes that, in
the view of the SEC, a purchase now with the intention to distribute would
represent a purchase with an intention inconsistent with his or her
representation to the Company, and the SEC might regard such a distribution as a
deferred sale to which such exemption is not available.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    2.8           The
Subscriber understands that Rule 144 (the “Rule”) promulgated
under the Act requires, among other conditions, no earlier than twelve months
after the Form 10 information of CD Media BVI is filed with the SEC, in addition
to a six month holding period prior to the resale (in limited amounts) of
securities acquired in a non-public offering, such as the Offering, without
having to satisfy the registration requirements under the Act.  Except
as specifically set forth in Section 4.1, the
Subscriber understands that the Company makes no representation or warranty
regarding its fulfillment in the future of any reporting requirements under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
its dissemination to the public of any current financial or other information
concerning the Company, as is required by Rule 144 as one of the conditions of
its availability.  The Subscriber consents that the Company may, if it
desires, permit the transfer of the Shares out of his, her or its name only when
his, her or its request for transfer is accompanied by an opinion of counsel
reasonably satisfactory to the Company that neither the sale nor the proposed
transfer results in a violation of the Act, any applicable state “blue sky” laws
or any applicable securities laws of any other country, province or jurisdiction
(collectively, “Securities
Laws”).  The Subscriber agrees to hold the Company, the CD
Media Entities and their respective directors, officers and controlling persons
and their respective heirs, representatives, successors and assigns harmless and
to indemnify them against all liabilities, costs and expenses incurred by them
as a result of any misrepresentation made by him, her or it contained herein or
in the Investor Questionnaire or any sale or distribution by the undersigned
Subscriber in violation of any Securities Laws.

     

    2.9           The
Subscriber consents to the placement of one or more legends on any certificate
or other document evidencing his, her or its Shares and the Common Stock
included in the Shares stating that they have not been registered under the Act
and are subject to the terms of this Subscription Agreement, including the lock
up restriction set forth in Section 4.10, and
setting forth or referring to the restrictions on the transferability and sale
thereof.

     

    2.10           The
Subscriber understands that the Company and CD Media BVI will review this
Subscription Agreement and the Investor Questionnaire and, if the Subscriber is
a natural person, the Company and CD Media BVI are hereby given authority by the
undersigned to call his, her or its bank or place of employment.  The
Subscriber further authorizes the Company and CD Media BVI to review the
financial standing of the Subscriber; and the Subscriber agrees that the Company
and CD Media BVI reserve the unrestricted right to reject or limit any
subscription and to close the offer at any time.

     

    2.11           The
Subscriber hereby represents that the address of Subscriber furnished by his,
her or it at the end of this Subscription Agreement and in the Investor
Questionnaire is the undersigned’s principal residence if he or she is an
individual or its principal business address if it is a corporation or other
entity.

     

    2.12           The
Subscriber acknowledges that if the Subscriber is a Registered Representative of
a Financial Industry Regulatory Authority (“FINRA”) member firm,
he, she or it must give such firm the notice required by the FINRA Conduct
Rules, or any applicable successor rules of the FINRA, receipt of which must be
acknowledged by such firm on the signature page hereof.  The
Subscriber shall also notify the Company if the Subscriber or any affiliate of
Subscriber is a registered broker-dealer with the SEC, in which case the
Subscriber represents that the Subscriber is purchasing the Shares in the
ordinary course of business and, at the time of purchase of the Shares, has no
agreements or understandings, directly or indirectly, with any person to
distribute the Shares or any portion thereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    2.13           The
Subscriber hereby represents that, except as set forth in the Offering
Documents, no representations or warranties have been made to the Subscriber by
either the Company or any of the CD Media Entities or their agents, employees or
affiliates and in entering into this transaction, the Subscriber is not relying
on any information, other than that contained in the Offering Documents and the
results of independent investigation by the Subscriber.

     

    2.14           The
Subscriber agrees that he or she will purchase securities in the Offering only
if his or her intent at such time is to make such purchase for investment
purposes and not with a view toward resale.

     

    2.15           If
the undersigned Subscriber is a partnership, corporation, trust or other entity,
such partnership, corporation, trust or other entity further represents and
warrants that:  (i) it was not formed for the purpose of investing in
the Company; (ii) it is authorized and otherwise duly qualified to purchase and
hold the Shares; and (iii) that this Subscription Agreement has been duly and
validly authorized, executed and delivered and constitutes the legal, binding
and enforceable obligation of the undersigned.

     

    2.16           If
the Subscriber is not a United States person, such Subscriber hereby represents
that it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Shares or
any use of this Subscription Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Shares, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental or
other consents that may need to be obtained, and (iv) the income tax and other
tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale or transfer of the Shares.  Such Subscriber’s
subscription and payment for, and his or her continued beneficial ownership of
the Shares, will not violate any applicable securities or other laws of the
Subscriber’s jurisdiction.

     

    2.17           The
undersigned hereby covenants and agrees that neither it nor any of its
affiliates has or will have an open position (e.g., short sale) in the Common
Stock prior to the Registration Statement (as defined below) being declared
effective by the SEC with the intent of covering such open position with Common
Stock being registered in the Registration Statement.  The undersigned
hereby acknowledges and understands that the SEC has taken the position that
such an open position would constitute a violation of Section 5 of the
Act.

     

    2.18           The
Subscriber acknowledges that (i) the Offering Memorandum contains material,
non-public information concerning the Company within the meaning of Regulation
FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material,
non-public information solely for the purpose of considering whether to purchase
the Shares pursuant to a private placement that is exempt from registration
under the Act.  In accordance with Regulation FD and other applicable
provisions of the Securities Laws, the Subscriber agrees to keep such
information confidential and not to disclose it to any other person or entity
except the Subscriber’s legal counsel, other advisors and other representatives
who have agreed (i) to keep such information confidential, (ii) to use such
information only for the purpose set forth above, and (iii) to comply with
applicable securities laws with respect to such information.  In
addition, the Subscriber further acknowledges that the Subscriber and such legal
counsel, other advisors and other representatives are prohibited from trading in
the Company’s securities while in possession of material, non-public information
and agrees to refrain from purchasing or selling securities of the Company until
such material, non-public information has been publicly disseminated by the
Company.  The Subscriber agrees to indemnify and hold harmless the
Company, the CD Media Entities and their respective officers, directors,
employees and affiliates and each other person, if any, who controls any of the
foregoing, against any loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of or based upon
any false representation or warranty by the Subscriber, or the Subscriber’s
breach of, or failure to comply with, any covenant or agreement made by the
Subscriber herein or in any other document furnished by the Subscriber to the
Company, the CD Media Entities or their respective officers, directors,
employees or affiliates or each other person, if any, who controls any of the
foregoing in connection with this transaction.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    2.19           The
Subscriber understands and acknowledges that (i) the Shares are being
offered and sold to Subscriber without registration under the Act in a private
placement that is exempt from the registration provisions of the Act under
Section 4(2) of the Act and (ii) the availability of such exemption depends
in part on, and that the Company will rely upon the accuracy and truthfulness
of, the foregoing representations, and such Subscriber hereby consents to such
reliance.

     

    2.20           The
Subscriber understands and acknowledges that he, she or it will at all times be
in compliance with any and all state and federal securities and other laws,
statutes and regulations regarding his, her or its ownership and/or any sale,
transfer or hypothecation of the Shares or shares of the Company’s Common Stock
including but not limited to those rules and regulations promulgated by the SEC,
FINRA and any exchange on which the Company’s Common Stock is listed, and those
of federal and state governments and other agencies such as improper short
selling of the Company’s Common Stock and failure to properly file all documents
required by the SEC or otherwise.

     

    3.           Representations by the
Company and the CD Media Entities

     

    Except as
set forth in the reports filed by the Company pursuant to the Securities
Exchange Act of 1934, as amended (the “SEC Reports”), each
of the Company and, as applicable, the CD Media Entities severally represent and
warrant to the Subscriber that:

     

    3.1           Organization and
Authority.  The Company and each of the CD Media Entities, and
each of their respective subsidiaries, (i) is a corporation or company validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and formation, as applicable, (ii) has all requisite corporate
power or company power, as applicable, and authority to own, lease and operate
its properties and to carry on its business as presently conducted, and (iii)
has all requisite corporate power or company power, as applicable, and authority
to execute, deliver and perform their obligations under this Subscription
Agreement and the Offering Documents being executed and delivered by it in
connection herewith, and to consummate the transactions contemplated hereby and
thereby.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    3.2           Qualifications.  Each
of the Company and the CD Media Entities, and each of their respective
subsidiaries, is duly qualified to do business as a foreign corporation or
foreign company, as applicable, and is in good standing in all jurisdictions
where such qualification is necessary and where failure so to qualify could have
a material adverse effect on the business, properties, operations, condition
(financial or other), results of operations or prospects of the Company and its
subsidiaries (after the effective time of the Share Exchange), taken as a
whole.

     

    3.3           Capitalization of the
Company.  Immediately after the effective time of the Share
Exchange (but before any Closing of this Offering), the authorized capital stock
of the Company will consist of 100,000,000 shares of Common Stock, $0.0001 par
value per share and 10,000,000 shares of “blank check” Preferred Stock, par
value $0.0001 per share.  Of the authorized capital stock of the
Company, immediately after the effective time of the Share Exchange and
including the Shares of Common Stock issued in the Offering, assuming it is
fully subscribed at such effective time, and assuming the cancellation of the
Maximum Cancelled Shares and the Maximum Cancelled Warrants pursuant to the
Share and Warrant Cancellation Agreement at the effective time (as such terms
are defined in the Share and Warrant Cancellation Agreement), there will be
outstanding 24,233,333 shares of Common Stock and 766,667 warrants to purchase
shares of Common Stock, and no options to purchase shares of Common
Stock.  Except as disclosed in the SEC Reports or the Offering
Documents, there are no additional outstanding options, warrants, script rights
to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exchangeable for, or
giving any person any right to subscribe for or acquire from the Company, any
shares of Common Stock, or contracts, commitments, understandings or
arrangements by which the Company or any subsidiary is or may become bound to
issue additional shares of Common Stock, or securities or rights convertible or
exchangeable into shares of Common Stock.  Except as described in the
Offering Documents, the issuance and sale of the Shares will not obligate the
Company to issue shares of Common Stock or other securities to any person (other
than the Subscribers) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under
such securities.  The shares of the Company’s capital stock
outstanding immediately after the effective time of the Share Exchange (but
before the closing of the Offering) are or will be duly authorized and validly
issued and are or will be fully paid and nonassessable.  None of the
outstanding shares of Common Stock or options, warrants, or rights or other
securities entitling the holders to acquire Common Stock has been issued in
violation of the preemptive rights of any security holder of the
Company.  No holder of any of the Company’s securities has any rights,
“demand,” “piggy-back” or otherwise, to have such securities registered by
reason of the intention to file, filing or effectiveness of the Registration
Statement (as defined below), except as contemplated by the Exchange Agreement.
The Shares to be issued to the Subscriber have been duly authorized, and when
issued and paid for in accordance with this Subscription Agreement, the Common
Stock will be duly and validly issued, fully paid and non-assessable will be
duly and validly issued, fully paid and non-assessable.

     

    3.4           Authorization.  The
Offering Documents have been duly and validly authorized by the Company and the
CD Media Entities.  This Subscription Agreement, assuming due
execution and delivery by the Subscriber, when the Subscription Agreement is
executed and delivered by the Company, will be, valid and binding obligations of
the Company, enforceable in accordance with their respective terms, except as
the enforceability hereof and thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and general principles of
equity, regardless of whether enforcement is considered in a proceeding in
equity or at law.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    3.5           Non-Contravention.  The
execution and delivery of the Offering Documents by the Company and the CD Media
Entities, the issuance of the Shares as contemplated by the Offering Documents
and the completion by the Company and the CD Media Entities of the other
transactions contemplated by the Offering Documents do not and will not, with or
without the giving of notice or the lapse of time, or both, (i) result in any
violation of any provision of the articles of incorporation or by-laws or
similar instruments of the Company or the CD Media Entities or their respective
subsidiaries, (ii) conflict with or result in a breach by the Company or the CD
Media Entities or their respective subsidiaries of any of the terms or
provisions of, or constitute a default under, or result in the modification of,
or result in the creation or imposition of any lien, security interest, charge
or encumbrance upon any of the properties or assets of the Company or the CD
Media Entities or their respective subsidiaries, pursuant to any agreements,
instruments or documents filed as exhibits to the SEC Reports or any indenture,
mortgage, deed of trust or other agreement or instrument to which any of the CD
Media Entities or any of their subsidiaries is a party or by which the CD Media
Entities or any of their subsidiaries or any of their properties or assets are
bound or affected, in any such case which would have a material adverse effect
on the business, properties, operations, condition (financial or other), results
of operations or prospects of the Company and the CD Media Entities and their
respective subsidiaries, taken as a whole, or the validity or enforceability of,
or the ability of the Company or the CD Media Entities to perform their
obligations under the Offering Documents, (iii) violate or contravene any
applicable law, rule or regulation or any applicable decree, judgment or order
of any court, United States federal or state regulatory body, administrative
agency or other governmental body having jurisdiction over the CD Media Entities
or any of their subsidiaries or any of their respective properties or assets
that would have a material adverse effect on the business, properties,
operations, condition (financial or other), results of operations or prospects
of the Company and its subsidiaries (after the effective time of the Share
Exchange), taken as a whole, or the validity or enforceability of, or the
ability of the Company or the CD Media Entities to perform their obligations
under the Offering Documents, or (iv) have any material adverse effect on any
permit, certification, registration, approval, consent, license or franchise
necessary for the Company or its subsidiaries (after the effective time of the
Share Exchange) to own or lease and operate any of its properties and to conduct
any of its business or the ability of the Company or its subsidiaries to make
use thereof.

     

    3.6           Information
Provided.   The Company hereby represents and warrants to
the Subscriber that the information set forth in the Offering Memorandum, the
SEC Reports as provided by the Company (or the Company’s authorized
representatives) to the Subscriber in connection with the transactions
contemplated by this Subscription Agreement, does not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they are made, not misleading, it being understood that for purposes of
this Section
3.6, any statement contained in such information shall be deemed to be
modified or superseded for purposes of this Section 3.6 to the
extent that a statement in any document included in such information which was
prepared and furnished to the Subscriber on a later date or filed with the SEC
on a later date modifies or replaces such statement, whether or not such later
prepared and furnished or filed statement so states.  Each of the CD
Media Entities hereby represents and warrants to the Subscriber that the
information set forth in the Offering Memorandum and Offering Documents provided
by the CD Media Entities (or their authorized representatives) to the Subscriber
in connection with the transactions contemplated by this Subscription Agreement,
does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they are made, not misleading.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    3.7           Absence of Certain
Proceedings.  Except as disclosed in the SEC Reports, neither
the Company nor any of the CD Media Entities is aware of any action, suit,
proceeding, inquiry or investigation before or by any court, public board or
body, or governmental agency pending or threatened against or affecting the
Company or any of the CD Media Entities or any of their respective subsidiaries,
in any such case wherein an unfavorable decision, ruling or finding would have a
material adverse effect on the business, properties, operations, condition
(financial or other), results of operations or prospects of the Company or the
CD Media Entities, or the transactions contemplated by the Offering Documents or
which could adversely affect the validity or enforceability of, or the authority
or ability of the Company or the CD Media Entities to perform their obligations
under, the Offering Documents; and to the Company’s and each of the CD Media
Entities’ knowledge there is not pending or contemplated any, and there has been
no, investigation by the SEC involving the Company or the CD Media Entities or
any of their current or former directors or officers.

     

    3.8           Compliance with
Law.  Neither the Company nor the CD Media Entities nor any of
their respective subsidiaries is in violation of or has any liability under any
statute, law, rule, regulation, ordinance, decision or order of any governmental
agency or body or any court, domestic or foreign, except where such violation or
liability would not individually or in the aggregate have a material adverse
effect on the business, properties, operations, condition (financial or other),
results of operations or prospects of the Company and its subsidiaries (after
the effective time of the Share Exchange), taken as a whole; and to the
knowledge of the Company and the CD Media Entities there is no pending
investigation that would reasonably be expected to lead to such a
claim.

     

    3.9           Tax
Matters.  The Company, the CD Media Entities and each of their
respective subsidiaries has filed all federal, state and local income and
franchise tax returns required to be filed and has paid all taxes shown by such
returns to be due, and no tax deficiency has been determined adversely to the
Company or the CD Media Entities or any of their respective subsidiaries which
has had (nor does the Company or the CD Media Entities or any of their
respective subsidiaries have any knowledge of any tax deficiency which, if
determined adversely to the Company or the CD Media Entities or any of their
respective subsidiaries, might have) a material adverse effect on the business,
properties, operations, condition (financial or other), results of operations,
or prospects of the Company or any of its subsidiaries (after the effective time
of the Share Exchange), taken as a whole.

     

    4.           Registration
Rights

     

    4.1           Registration
Requirement.  Subject to the terms and limitations hereof, the
Company shall file a registration statement on Form S-1 or other appropriate
registration document under the Act (the “Registration
Statement”) for resale of the Shares and all shares held by the
stockholders of the Company immediately prior to the Closing Date except those
shares held by affiliates of WestPark Capital, Inc. (the “Registrable
Securities”) and shall use its reasonable best efforts to maintain the
Registration Statement effective for a period of twelve (12) months at the
Company’s expense (the “Effectiveness
Period”).  The Company shall file such Registration Statement
no later than thirty (30) days after the final Closing of the Offering (the
“Registration Filing
Date”), and shall use reasonable best efforts to cause such Registration
Statement to become effective within one hundred and fifty (150) days after the
Registration Filing Date, or one hundred eighty (180) days after the
Registration Filing Date if the Registration Statement is subject to a full
review by the SEC.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    4.2           Limitation to Registration
Requirement.  Notwithstanding the foregoing, the Company shall
not be obligated to effect any registration of the Registrable Securities or
take any other action pursuant to this Section 4: (i) in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required by the Act, or (ii) during any
period in which the Company suspends the rights of a subscriber after giving the
Subscriber written notification of a Potential Material Event (defined below)
pursuant to Section
4.6 hereof.

     

    4.3           Expenses of
Registration.  Except as otherwise expressly set forth, the
Company shall bear all expenses incurred by the Company in compliance with the
registration obligation of the Company, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company incurred in connection with any registration,
qualification or compliance pursuant to this Subscription Agreement and all
underwriting discounts, selling commissions and expense allowances applicable to
the sale of any securities by the Company for its own account in any
registration.  All underwriting discounts, selling commissions and
expense allowances applicable to the sale by Subscriber of Registrable
Securities and all fees and disbursements of counsel for the Subscriber shall be
borne by the Subscriber.

     

    4.4           Indemnification.

     

    (a)           To
the extent permitted by law the Company will indemnify each Subscriber, each of
its officers, directors, agents, employees and partners, and each person
controlling such Subscriber, with respect to each registration, qualification or
compliance effected pursuant to this Agreement, and each underwriter, if any,
and each person who controls any underwriter, and their respective counsel
against all claims, losses, damages and liabilities (or actions, proceedings or
settlements in respect thereof) arising out of or based on (i) any untrue
statement (or alleged untrue statement) of a material fact contained in any
prospectus, offering circular or other document prepared by the Company
(including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or (ii) any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Act or any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and subject to the provisions of Section 4.4(c) below,
will reimburse each such Subscriber, each of its officers, directors, agents,
employees and partners, and each person controlling such Subscriber, each such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses as they are reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement (or alleged untrue statement) or omission (or alleged
omissions) based upon written information furnished to the Company by (or on
behalf of) such Subscriber or underwriter, or if the person asserting any such
loss, claim, damage or liability (or action or proceeding in respect thereof did
not receive a copy of an amended preliminary prospectus or the final prospectus
(or the final prospectus as amended and supplemented) at or before the written
confirmation of the sale of such Registrable Securities to such person because
of the failure of the Subscriber or underwriter to so provide such amended
preliminary or final prospectus (or the final prospectus as amended and
supplemented); provided, however, that the indemnity agreement contained in this
subsection shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a
violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
the Subscriber, any such partner, officer, director, employee, agent or
controlling person of such Subscriber, or any such underwriter or any person who
controls any such underwriter; provided, however, that the obligations of the
Company hereunder shall be limited to an amount equal to the portion of net
proceeds represented by the Registrable Securities pursuant to this Subscription
Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (b)           To
the extent permitted by law, each Subscriber whose Registrable Securities are
included in any registration, qualification or compliance effected pursuant to
this Subscription Agreement will indemnify the Company, and its directors,
officers, agents, employees and each underwriter, if any, of the Company’s
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of the Act and the rules and
regulations thereunder, each other such Subscriber and each of their officers,
directors, partners, agents and  employees, and each person
controlling such Subscriber, and their respective counsel against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company and such Subscribers,
directors, officers, partners, persons, underwriters or control persons for any
legal or any other expenses as they are reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Subscriber; provided, however, that the
obligations of any Subscriber hereunder shall be limited to an amount equal to
the net proceeds to such Subscriber from Registrable Securities sold under such
registration statement, prospectus, offering circular or other document as
contemplated herein; provided, further, that the indemnity agreement contained
in this subsection shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Subscriber, which consent shall not be unreasonably withheld
or delayed.

     

    (c)           Each
party entitled to indemnification under this Section (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the “Indemnifying Party”)
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld), and the
Indemnified Party may participate in such defense at such party’s expense; and
provided further that if any Indemnified Party reasonably concludes that there
may be one or more legal defenses available to it that are not available to the
Indemnifying Party, or that such claim or litigation involves or could have an
effect on matters beyond the scope of this Agreement, then the Indemnified Party
may retain its own counsel at the expense of the Indemnifying Party; and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Agreement unless and only to the extent that such failure to give
notice results in material prejudice to the Indemnifying Party.  No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or
litigation.  Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    (d)           If
the indemnification provided for in this Section is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage or expense referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the statements
or omissions which resulted in such loss, liability, claim, damage or expense as
well as any other relevant equitable considerations.  The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

     

    4.5           Transfer or Assignment of
Registration Rights.  Subject to Section 4.10 of this
Subscription Agreement, the Registrable Securities, and any related benefits to
the Subscriber hereunder may be transferred or assigned by the Subscriber to a
permitted transferee or assignee, as reasonably determined by the Company,
provided that the Company is given written notice of such transfer or
assignment, stating the name and address of said transferee or assignee and
identifying the Registrable Securities with respect to which such registration
rights are being transferred or assigned; provided further that the transferee
or assignee of such Registrable Securities shall be deemed to have assumed the
obligations of the Subscriber under this Subscription Agreement by the
acceptance of such assignment and shall, upon request from the Company, evidence
such assumption by delivery to the Company of a written agreement assuming such
obligations of the Subscriber.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    4.6           Registration
Procedures.  In the case of the registration effected by the
Company pursuant to this Subscription Agreement, the Company will keep the
Subscriber advised in writing as to the initiation of each registration and as
to the completion thereof.  The Company will:

     

    (a)           Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Act with respect to the
disposition of securities covered by such registration statement;

     

    (b)           Respond
as promptly as reasonably practicable to any comments received from the SEC with
respect to a registration statement or any amendment thereto.

     

    (c)           Notify
the Subscriber as promptly as reasonably practicable and (if requested by any
such person) confirm such notice in writing no later than one (1) trading day
following the day (A) when a prospectus or any prospectus supplement or
post-effective amendment to a registration statement is proposed to be filed and
(B) with respect to a registration statement or any post-effective amendment,
when the same has become effective;

     

    (d)           Furnish
such number of prospectuses and other documents incident thereto, including
supplements and amendments, as the Subscriber may reasonably
request;

     

    (e)           Furnish
to the Subscriber, upon request, a copy of all documents filed with and all
correspondence from or to the SEC in connection with any such registration
statement other than non-substantive cover letters and the like;

     

    (f)           Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a registration
statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment; and

     

    (g)           Use
its reasonable best efforts to comply with all applicable rules and regulations
of the SEC.

     

    Notwithstanding
the foregoing, if at any time or from time to time after the date hereof, the
Company notifies the Subscriber in writing of the existence of an event or
circumstance that is not disclosed in the Registration Statement and that may
have a material effect on the Company or its business (a “Potential Material
Event”), the Subscriber shall not offer or sell any Registrable
Securities, or engage in any other transaction involving or relating to the
Registrable Securities, from the time of the giving of notice with respect to a
Potential Material Event until the Company notifies the Subscriber that such
Potential Material Event either has been added to the Registration Statement by
amendment or supplement or no longer constitutes a Potential Material Event;
provided, that
the Company may not so suspend the right of Subscriber for more than 120 days in
the aggregate.

     

    4.7           Statement of Beneficial
Ownership.  The Company may require the Subscriber to furnish
to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Subscriber and the controlling person thereof and any
other such information regarding the Subscriber, the Registrable Securities held
by the Subscriber and the intended method of disposition of such securities as
shall be reasonably required with respect to the registration of the
Subscriber’s Registrable Securities.  The Subscriber hereby
understands and agrees that the Company may, in its sole discretion, exclude the
Subscriber’s shares of Common Stock from the Registration Statement in the event
that the Subscriber fails to provide such information requested by the Company
within the time period reasonably specified by the Company or is required to do
so by law or the SEC.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    4.8           Compliance.  Subscriber
covenants and agrees that if the Shares are sold under a registration statement,
that the Shares will only be disposed of pursuant to an effective
statement  under, and in compliance with the requirements of, the Act,
including in accordance with the plan of distribution set forth in the
registration statement and in compliance with the prospectus delivery
requirements of the Act as applicable to such Subscriber in connection with
sales of Registrable Securities pursuant to the registration statement required
hereunder.  Subscriber understands and acknowledges that the Company
and the Company’s counsel may rely on the statements and covenants made in this
Section for purposes of providing a legal opinion to the transfer agent for
removal of a restrictive legend under the Act.

     

    4.9           Piggy-Back
Registrations.  If at any time during the Effectiveness Period
there is not an effective registration statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the SEC a
registration statement relating to an offering for its own account or the
account of others under the Act of any of its Common Stock, other than an
offering of securities issued pursuant to a Strategic Issuance (as defined
below) and other than a Form S-4 or Form S-8 registration statement (each as
promulgated under the Act or their then equivalents relating to equity
securities to be issued solely in connection with any business combination
transaction, acquisition of any entity or business or equity securities issuable
in connection with stock option or other employee benefit plans), then the
Company shall send to the  Subscriber (together with any other holders
of its Common Stock possessing “piggyback registration rights” comparable to
those granted to the Subscriber hereunder (“Rightsholders”))
written notice of such determination and, if within fifteen (15) days after
receipt of such notice, the Subscriber shall so request in writing, the Company
shall include in such registration statement all or any part of such Registrable
Securities such Subscriber requests to be registered; provided that the Company
shall not be required to register any Registrable Securities pursuant to this
Section that are eligible for resale pursuant to Rule 144 promulgated under the
Act; and provided further that the Company may, without the consent of the
Subscriber, withdraw such registration statement before its becoming effective
if the Company or other stockholders have elected to abandon the proposal to
register the securities proposed to be registered thereunder.  If the
registration statement is being filed for an underwritten public offering, the
Subscriber must timely execute and deliver the usual and customary agreement
among the Company, such Subscriber and the underwriters relating to the
registration including a lock-up agreement if requested by the underwriters with
respect to any shares of Common Stock not included in the registration, on terms
no less favorable than those agreed to by the Company, its directors and its
officers.  If the registration statement is being filed for an
underwritten offer and sale by the Company of securities for its own account and
the managing underwriters advise the Company in writing that in their opinion
the offering contemplated by the registration statement cannot be successfully
completed if the Company were to also register the Registrable Shares of the
Subscriber requested to be included in such registration statement, then the
Company will include in the registration: (i) first, any securities the Company
proposes to sell, (ii) second, any securities of any person whose securities are
being registered as a result of the exercise of a demand registration right, and
(iii) third, that portion of the aggregate number of shares being requested for
inclusion in the registration statement by (X) the Subscriber and (Y) all other
Rightsholders, which in the opinion of such managing underwriters can
successfully be sold, such number of shares to be taken pro rata from the
Rightsholders on the basis of the total number of shares being requested for
inclusion in the registration statement by each
Rightsholder.  “Strategic Issuance” shall mean an issuance of
securities: (i) in connection with a “corporate partnering” transaction or a
“strategic alliance” (as determined by the Board of Directors of the Company in
good faith); (ii) in connection with any financing transaction in respect of
which the Company is a borrower; or (iii) to a vendor, lessor, lender, or
customer of the Company, or a research, manufacturing or other commercial
collaborator of the Company, in a transaction approved by the Board of
Directors, provided in any case, that such issuance is not being made primarily
for the purpose of avoiding compliance with this Subscription
Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    4.10           “Lock-Up”
Agreement. 

     

    (a)           The
Subscriber agrees that it, he or she shall not, directly or indirectly sell,
assign, exchange, distribute, offer to sell, contract to sell (including,
without limitation, any short sale), hypothecate, pledge, grant any option to
purchase or otherwise transfer or dispose of any Shares of the Company held by
it, him or her and purchased further to this Subscription Agreement, at any time
from the date hereof except as provided below (the “Lock-Up
Restrictions”).

     

    (b)           If
the aggregate dollar amount of shares sold in the underwritten public offering,
including the dollar amount of shares sold in any over-allotment options
exercised in connection therewith (the “Public Offering”),
that the Company intends to conduct in connection with its application for
listing or quotation of the Company's Common Stock on either the New York Stock
Exchange, NYSE Amex, NASDAQ Global Market, NASDAQ Capital Market or the OTC
Bulletin Board (the “Listing”) is in an
amount that is equal to or greater than $10 million, the Lock-Up Restrictions
shall be released in full on the date that is six (6) months from the date of
such Listing (the “Listing
Date”).

     

    (c)           If
the aggregate dollar amount of shares sold by the Company in the Public Offering
is less than $10 million, one-tenth (1/10) of the Shares acquired hereunder
shall be automatically released from the Lock-Up Restrictions on the date that
is ninety (90) days after the Listing Date (the “Initial Release
Date”) and thereafter the Shares will be released every thirty (30) days
after the Initial Release Date on a pro rata basis over the next nine (9)
months.

     

    (d)           Notwithstanding
anything in this Section 4.10, there
shall be no release from the Lock-Up Restrictions, in any event, until and
unless the Subscriber provides written confirmation (the “Confirmation”) to
WestPark and the Company that he, she or it is and has at all times been in
compliance with the provisions of Section 2.20 herein,
it being understood and agreed that the failure to provide such written
confirmation shall be sufficient grounds to allow WestPark to decline, in its
sole discretion, to allow the automatic release of such Shares until the
expiration in totality of the referenced Lock-Up Restrictions.

     

    (e)           WestPark
Capital, Inc., in its discretion, may release some or all the Shares earlier
than the schedule set forth in this section provided however that any such
earlier release shall be made pro rata with respect to all shares sold in the
Offering.  In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to and place restrictive legends
(the “Lock-Up
Legend”) with the Company’s transfer agent on the certificates evidencing
the Shares of the Company, and the Subscriber agrees to further execute a
lock-up agreement which encompasses the terms of this Section 4.10, in
substantially the form attached hereto as Exhibit B, the
Lock-Up Legend being set forth and defined in such agreement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    5.           Miscellaneous

     

    5.1           Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, c/o Beijing CD Media Advertisement Co., Ltd., Room
801, No. 7, Wenchang Er Road, Huicheng District, Huizhou, People’s Republic of
China 516001, Attention: Huihua Li, with a copy to (which shall
not constitute notice) K&L Gates LLP, 10100 Santa Monica Blvd., Seventh
Floor, Los Angeles, California 90067, Attention: Thomas J. Poletti, Esq., and to
the Subscriber at his address indicated on the signature page of this
Subscription Agreement.  Notices shall be deemed to have been given
three (3) business days after the date of mailing, except notices of change of
address, which shall be deemed to have been given when received.

     

    5.2           This
Subscription Agreement may be amended through a written instrument signed by the
Subscriber, the CD Media Entities and the Company; provided, however, that the
terms of Section
4 of this Subscription Agreement may be amended without the consent or
approval of the Subscriber so long as such amendment applies in the same fashion
to the subscription agreements of all of the other subscribers for Shares in the
Offering and at least holders of a majority of the Shares sold in the Offering
have given their approval of such amendment, which approval shall be binding on
all holders of Shares.

     

    5.3           This
Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns.  This Subscription Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.

     

    5.4           Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the
State of Delaware.

     

    5.5           This
Subscription Agreement may be executed in counterparts.  It shall not
be binding upon the Company and the CD Media Entities unless and until it is
accepted by the Company and the CD Media Entities.  Upon the execution
and delivery of this Subscription Agreement by the Subscriber, this Subscription
Agreement shall become a binding obligation of the Subscriber with respect to
the purchase of Shares as herein provided; subject, however, to the right hereby
reserved to the Company to enter into the same agreements with other subscribers
and to add and/or to delete other persons as subscribers.  This
Agreement may be executed and delivered by facsimile.

     

    5.6           The
holding of any provision of this Subscription Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Subscription Agreement, which shall remain in full force and
effect.

     

    5.7           It
is agreed that a waiver by either party of a breach of any provision of this
Subscription Agreement shall not operate, or be construed, as a waiver of any
subsequent breach by that same party.

     

    5.8           The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    5.9           The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law, provided that the Company may
provide information relating to the Subscriber as required in any registration
statement under the Act that may be filed by the Company pursuant to the
requirements of this Subscription Agreement.

     

    5.10           The
obligation of the Subscriber hereunder is several and not joint with the
obligations of any other subscribers for the purchase of Shares in the Offering
(the “Other
Subscribers”), and the Subscriber shall not be responsible in any way for
the performance of the obligations of any Other Subscribers.  Nothing
contained herein or in any other agreement or document delivered at the Closing,
and no action taken by the Subscriber pursuant hereto, shall be deemed to
constitute the Subscriber and the Other Subscribers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Subscriber and the Other Subscribers are in any way acting
in concert with respect to such obligations or the transactions contemplated by
this Subscription Agreement.  The Subscriber shall be entitled to
protect and enforce the Subscriber’s rights, including without limitation the
rights arising out of this Subscription Agreement, and it shall not be necessary
for any Other Subscriber to be joined as an additional party in any proceeding
for such purpose.  The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.  The
Subscriber is not acting as part of a “group” (as that term is used in Section
13(d) of the Exchange Act) in negotiating and entering into this Subscription
Agreement or purchasing the Shares or acquiring, disposing of or voting any of
the underlying shares of Common Stock.  The Company hereby confirms
that it understands and agrees that the Subscriber is not acting as part of any
such group.

     

    [SIGNATURE PAGE FOLLOWS]

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

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

     

    
      
        	 	 	 	 	 
	
                 

              	 	 	
                 

              	 
	
                Full
      Legal Name of Subscriber (Please
      print)    

              	 	 	
                Full
      Legal Name of Co-Subscriber (if applicable)

              	 
	
                 

              	 	 	
                 

              	 


      

    

     

    
      
        
          	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  Signature
      of (or on behalf of) Subscriber  

                	 	 	
                  Signature
      of or on behalf of Co-Subscriber (ifapplicable)

                	 
	 	 	 	 	 
	
                  

                    Name:

                    Title:

                  

                	 	 	
                   

                	 


        

      

      
         

        
          
            	 	 	 	 	 
	
                     

                  	 	 	
                     

                  	 
	
                    Address
      of Subscriber

                  	 	 	
                    Address
      of Co-Subscriber (if applicable)

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

         

        
          
            
              
                	 	 	 	 	 
	
                         

                      	 	 	
                         

                      	 
	
                        Social
      Security or Taxpayer

                      	 	 	
                        Social
      Security or Taxpayer Identification

                      	 
	
                        Identification
      Number of Subscriber

                      	 	 	
                        Number
      of Co-Subscriber (if applicable)

                      	 


              

            

             

          

        

      

    

    
      
        
          
            
              	 	 	 	 	 
	
                       

                    	 	 	
                       

                    	 
	
                      Total
      dollar amount of investment

                    	 	 	
                       

                    	 
	
                       

                    	 	 	
                       

                    	 


            

          

           

        

      

    

    No.
of Shares subscribed for equals the investment dollar amount divided by the per
Share purchase price calculated pursuant to Section 1.2 of this Subscription
Agreement; no fractional shares; no rounding up

     

    Subscription
Agreed to and Accepted

     

    
      
        	

                SRKP
      25, INC.

              	 	

                CD
      MEDIA (HOLDING) CO., LIMITED

              	 
	 	 	 	 	 
	By:	/s/ Richard Rappaport	 	By:	
                /s/
      Li Hui Hua

              	 
	Name:	
                Richard
      Rappaport

              	 	Name:	
                 

              	 
	Title: 	
                President

              	 	Title:	
                 

              	 


      

    

     

    
      
        
          	

                  

                    HUIZHOU
      CD MEDIA

                    
                      ADVERTISEMENT
      CO., LTD.

                    

                  

                	 	

                  BEIJING
      CD MEDIA

                  

                    ADVERTISEMENT
      CO., LTD.

                  

                	 
	 	 	 	 	 
	By:	/s/ Li Hui Hua	 	By:	
                  /s/
      Li Hui Hua

                	 
	Name:	
                   

                	 	Name:	
                   

                	 
	Title: 	
                   

                	 	Title:	
                   

                	 


        

      

    

    
       

      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Exhibit
A-1

     

    Corporate Investor
Questionnaire


     

    
      	

              Name:

            


    

     

    
      IMPORTANT:

    

    Please
Complete

     

    CORPORATE
INVESTOR QUESTIONNAIRE

    __________________

    


    SRKP
25, INC.

    CD
MEDIA (HOLDING) CO., LIMITED

    __________________

     

    SRKP 25,
Inc.

    c/o
WestPark Capital, Inc.

    1900
Avenue of the Stars, Suite 310

    Los
Angeles, CA 90067

    Attn:  Richard
Rappaport

    


    CD Media
(Holding) Co., Limited

    c/o
Beijing CD Media Advertisement Co., Ltd.

    Room 801,
No. 7, Wenchang Er Road, Huicheng District,

    Huizhou,
People’s Republic of China 516001

    Attention:  Huihua
Li

    


    The information contained in this
Corporate Investor Questionnaire is being furnished in order to determine
whether the undersigned Corporation’s subscription to purchase shares of common
stock (the “Shares”) of CD Media
(Holding) Co., Limited and SRKP 25, Inc. (the “Company”), may
proceed.

    


               This
Questionnaire should be completed, signed, dated and a copy should be sent to
WestPark Capital, Inc. (the “Placement Agent”) via
facsimile at (310) 443-3531 or electronic format (e.g., PDF) to
apan@wpcapital.com.  Please keep a copy for your files.

     

    
      
        
        

      

      
        A-1
(1)

        
          

        

      

      
        
        

      

    

     

    ALL
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.  The undersigned Corporation understands, however,
that the Company may present this Questionnaire to such parties as it deems
appropriate if called upon to establish that the proposed offer and sale of the
Shares in the Company is exempt from registration under the Securities Act of
1933, as amended, or meets the requirements of applicable state securities or
“blue sky” laws.  Further, the undersigned Corporation understands
that the offering is required to be reported to the Securities and Exchange
Commission and to various state securities or “blue sky”
regulators.

     

    
      	
              I.

            	
              PLEASE
      CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY
TO

            


    

    
      	
               
      

            	
              THE
      CORPORATION.

            


    

    


    
      	
               ̈
1.

            	
              Each
      of the shareholders of the undersigned Corporation is able to certify that
      such shareholder meets at least one of the following two
      conditions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      shareholder is a natural person whose individual net worth* or joint net
      worth with his or her spouse exceeds $1,000,000;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      shareholder is a natural person who had an individual income* in excess of
      $200,000 in each of the previous two years and who reasonably expects an
      individual income in excess of $200,000 this
  year.

            


    

    


    
      	
               ̈
2.

            	
              Each
      of the shareholders of the undersigned Corporation is able to certify that
      such shareholder is a natural person who, together with his or her spouse,
      has had a joint income in excess of $300,000 in each of the previous two
      years and who reasonably expects a joint income in excess of $300,000 this
      year.

            


    

    


    
      	
               ̈
3.

            	
              The
      undersigned Corporation: (a) was not formed for the specific purpose of
      acquiring the Shares; and (b) has total assets in excess of
      $5,000,000.

            


    

    ____________________

    


    
      	
              *

            	
              For
      purposes of this Questionnaire, the term “net worth” means the excess of
      total assets over total liabilities.  In determining income, an
      investor should add to his or her adjusted gross income any amounts
      attributable to tax-exempt income received, losses claimed as a limited
      partner in any limited partnership, deductions claimed for depletion,
      contributions to IRA or Keogh retirement plans, alimony payments and any
      amount by which income from long-term capital gains has been reduced in
      arriving at adjusted gross income.

            


    

     

    
      
        
        

      

      
        A-1
(2)

        
          

        

      

      
        
        

      

    

     

    
      IF YOU
CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT
CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
UNDERSIGNED CORPORATION LISTING THE NAME OF EACH SHAREHOLDER AND THE REASON
(UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH SHAREHOLDER QUALIFIES AS
AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT
INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR
QUESTIONNAIRE (PAGES A-1 (2) TO A-1 (6)).

    

    


    II.           OTHER
CERTIFICATIONS

    


    By
signing the Signature Page, the undersigned certifies the
following:

     

    
      	 	      
              (a)

            	      
              that
      the Corporation’s purchase of  Shares will be solely for the
      Corporation’s own account and not for the account of any other person or
      entity;

            
	 	 	 
	
               
      

            	
              (b)

            	
              that
      the Corporation’s name, address of principal office, place of
      incorporation and taxpayer identification number as set forth in this
      Questionnaire are true, correct and complete; and

            
	 	 	 
	 	(c)	that
      one of the following is true and correct (check
one):


    

     

    
      	
               
      

            	
               ̈
    (i)

            	
              the
      Corporation is a corporation organized in or under the laws of the United
      States or any political subdivision thereof.

            
	 	 	 
	 	o (ii) 	
              the
      Corporation is a corporation which is neither created nor
      organized in or under the United States or any political subdivision
      thereof, but which has made an election under either Section 897(1) or
      897(k) of the United States Internal Revenue Code of 1986, as amended, to
      be treated as a domestic corporation for certain purposes of United States
      federal income taxation (A COPY OF THE INTERNAL REVENUE SERVICE
      ACKNOWLEDGMENT OF THE UNDERSIGNED’S ELECTION MUST BE ATTACHED TO THIS
      QUESTIONNAIRE IF THIS PROVISION IS APPLICABLE).

            
	 	 	 
	 	o (iii) 	neither
      (1) nor (ii) above is true.


    

     

    
      
        
        

      

      
        A-1
(3)

        
          

        

      

      
        
        

      

       

    

    III.
GENERAL INFORMATION

    


    (a)            PROSPECTIVE
PURCHASER (THE CORPORATION)

     

    Name: _____________________________________________________________________________

    


    Principal
Place of Business:
_____________________________________________________________

    (Number
and Street)

    


    __________________________________________________________________________________

    (City)                                                                            (State)                                (Zip
Code)

     

    Address
for Correspondence (if different):
__________________________________________________

    (Number and Street)

     

    ___________________________________________________________________________________
(City)                                                                            (State) (Zip Code)

    


    Telephone
Number: ___________________________________________________________________

    (Area
Code)                                  (Number)

    


    Facsimile
Number:
____________________________________________________________________

    (Area
Code)                                  (Number)

    


    State of
Incorporation: _________________________________________________________________

     

    Date of
Formation:
____________________________________________________________________

     

    Taxpayer
Identification Number:
_________________________________________________________

     

    
      FINRA
Affiliation or Association of the Corporation, if any:
____________________________________

       

    

    
    

    
      	
                  If
      none, check here

            	
               ̈

            


    

    


    Number of
Shareholders: _______________________________________________________________

     

    
      	
               
      

            	
              (b)

            	
              INDIVIDUAL
      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
      CORPORATION

            


    

    


    Name:
_____________________________________________________________________________

     

    Position
or Title:
_____________________________________________________________________

     

    
      
        
        

      

      
        A-1
(4)

        
          

        

      

      
        
        

      

    

                                                                                                                    

    IV.
BENEFICIAL, OWNERSHIP

    


    List the
name, address, title, phone number and email address of the natural person or
persons who will possess voting and investment power over the Shares subscribed
for herein:

     

    Name of
Natural Person(s): ________________________________________

     

    Address: _____________________________________________________

     

    _____________________________________________________________


    


    Title (if
any): ___________________________________________________

     

    Phone:
________________________________________________________

     

    Email
address (if any):
____________________________________________

     

    V.
SIGNATURE

    


    The
Signature Page to this Questionnaire is contained on page A-1 (6), entitled
Corporation Signature Page.

     

    
      
        
        

      

      
        A-1
(5)

        
          

        

      

      
        
        

      

       

    

    Corporation
Signature Page

    __________________

    


    SRKP
25, INC.

    CD
MEDIA (HOLDING) CO., LIMITED

    __________________

    


    1.            The
undersigned Corporation represents that (a) the information contained in this
Questionnaire is complete and accurate and (b) the Corporation will immediately
notify (i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los
Angeles, CA 90067, Attention: Ann Pan, phone number (310) 843-9300, facsimile
(310) 443-3531 and (ii) David Ficksman, Esq., counsel to WestPark Capital,
Inc., at TroyGould PC, 1 1900 Avenue of the Stars, Suite 310, Los Angeles, CA
90067, phone number (310) 553-4441, facsimile (310) 201-4746 if any material
change in any of the information occurs prior to the acceptance of the
undersigned Corporation’s subscription and will promptly send the foregoing
written confirmation of such change.

    


    2.            The
undersigned Corporation hereby represents and warrants that the person signing
this Questionnaire on behalf of the Corporation has been duly authorized by all
requisite action on the part of the Corporation to acquire the Shares and sign
this Questionnaire and this Subscription Agreement on behalf of the Corporation
and, further, that the undersigned Corporation has all requisite authority to
purchase the Shares and enter into the Subscription Agreement.

     

    
      
        	 	 	 
	 	
                Date

              	 
	 	 	 
	 	

                Name
      of Corporation

                (Please
      Type or Print)

              	 
	
                 

              	
                By:
      

              	 	 
	 	 	
                Signature

              	 
	 	 	 	 
	 	Name:	 	 
	 	 	
                (Please
      Type or Print)

              	 
	 	 	 	 
	 	Title:	
                 

              	 
	 	 	
                (Please Type or
      Print)

              	 


      

    

    


    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH
SECURITIES IS NOT REQUIRED.

     

    
      
        
        

      

      
        A-1
(6)

        
          

        

      

      
        
        

      

    

     

    Exhibit
A-2

     

    Individual
Investor Questionnaire

    
      
         

        
          	

                  Name:

                


        

         

        
          IMPORTANT:

        

        Please
Complete

      

    

     

    INDIVIDUAL
INVESTOR QUESTIONNAIRE

    __________________

     

    SRKP
25, INC.

    CD
MEDIA (HOLDING) CO., LIMITED

    
      __________________

    

    
 

    


    SRKP 25,
Inc.

    c/o
WestPark Capital, Inc.

    1900
Avenue of the Stars, Suite 310

    Los
Angeles, CA 90067

    Attn:  Richard
Rappaport

    


    CD Media
(Holding) Co., Limited

    c/o
Beijing CD Media Advertisement Co., Ltd.

    Room 801,
No. 7, Wenchang Er Road, Huicheng District,

    Huizhou,
People’s Republic of China 516001

    Attention:  Huihua
Li

    


    The information contained in this
Individual Investor Questionnaire is being furnished in order to determine
whether the undersigned’s subscription to purchase Shares (the “Shares”) of CD Media
(Holding) Co., Limited and SRKP 25, Inc. (the “Company”), may
proceed.

    


    This Questionnaire should be completed,
signed, dated and a copy should be sent to WestPark Capital, Inc. (the
“Placement Agent”) via facsimile at (310) 443-3531 or electronic format (e.g.,
PDF) to apan@wpcapital.com.  Please keep a copy for your
files.

    


    ALL
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.  The undersigned individual understands, however, that
the Company may present this Questionnaire to such parties as it deems
appropriate if called upon to establish that the proposed offer and sale of the
Shares in the Company is exempt from registration under the Securities Act of
1933, as amended, or meets the requirements of applicable state securities or
“blue sky” laws.  Further, the undersigned individual understands that
the offering is required to be reported to the Securities and Exchange
Commission and to various state securities or “blue sky”
regulators.

    


    
      
        
        

      

      
        A-2
(1)

        
          

        

      

      
        
        

      

    

    
       

      IF YOU
ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE PAGE
(PAGE A-2 (5)).

    

    


    
      IF YOU
ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL
OUT A SEPARATE QUESTIONNAIRE.  Please make a photocopy of pages A-2
(1) to A-2 (5) and return both completed Questionnaires to WestPark Capital,
Inc. in the same envelope.

    

     

    I.    PLEASE
INDICATE DESIRED TYPE OF OWNERSHIP OF SHARES:

    


     ̈           Individual

    


     ̈           Joint
Tenants (rights of survivorship)

    


     ̈           Tenants
in Common (no rights of survivorship)

    


    
      II.    PLEASE
CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO YOU.

    

    


     ̈           1.           I
have an individual net worth* or joint net worth with my spouse

    in excess of $1,000,000.

    


     ̈           2.           I
have had an individual income* in excess of $200,000 in each ofthe previous two
years and I reasonably expect an individual income inexcess of $200,000 this
year.  NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH
HAVE AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN ORDER
TO CHECK THIS BOX.

    


     ̈           3.           
My spouse and I have had a joint income* in excess of $300,000 ineach of the
previous two years and I reasonably expect a joint income inexcess of $300,000
this year.

    


     ̈           4.           I
am a director and/or an executive officer of Company as suchterms are defined in
Regulation D promulgated under the Securities Act of1933, as
amended.

     

    
      

    

    * For
purposes of this Questionnaire, the term “net worth” means the excess of total
assets over total liabilities.  In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any limited
partnership, deductions claimed for depletion, contributions to IRA or Keogh
retirement plans, alimony payments and any amount by which income from long-term
capital gains has been reduced in arriving at adjusted gross
income.

    


    
      
        
        

      

      
        A-2
(2)

        
          

        

      

      
        
        

      

    

     

    III.
OTHER CERTIFICATIONS

    


    By
signing the Signature Page, I certify the following (or, if I am purchasing
Shares with my spouse as co-owner, each of us certifies the
following):

     

    
      	 	(a)	that
      I am at least 21 years of age;
	 	 	 
	
               
      

            	
              (b)

            	
              that
      my purchase of  Shares will be solely for my own account and not
      for the account of any other person (other than my spouse, if
      co-owner);

            


    

    


    
      	
               
      

            	
              (c)

            	
              that
      the name, home address and social security number or taxpayer
      identification number as set forth in this Questionnaire are true, correct
      and complete; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              that
      one of the following is true and correct (check
  one):

            


    

     

    Spouse, if
Co-owner

    


     ̈            ̈           (i)           I
am a United States citizen or resident of the United States for UnitedStates
federal income tax purposes.

    


     ̈            ̈           (ii)           I
am neither a United States citizen nor a resident of the United States forUnited
States federal income tax purposes.

     

    
      
        
        

      

      
        A-2
(3)

        
          

        

      

      
        
        

      

    

    
IV.
GENERAL INFORMATION

     

    
      (a)            PERSONAL
INFORMATION

       

      
        Name:
__________________________________________________________________

                                                                                                                                            

        Social
Security or Taxpayer Identification Number:
_________________________________

         

        Residence
Address: ________________________________________________________    

        (Number
and Street)

        ________________________________________________________________________


        (City)                  
  (State) (Zip Code)

        


        Residence
Telephone
Number: ________________________________________________ 

                            (Area
Code)                  (Number)


         

        
          Residence
Facsimile
Number: _________________________________________________

                              (Area
Code)                  (Number)


        

         

        Name of
Business: _________________________________________________________

         

        Business Address:
_________________________________________________________   

        (Number and Street)

        ________________________________________________________________________
        (City)                                                                            (State)
(Zip Code)

         

        Business Telephone Number:
_________________________________________________

                                    (Area Code)
(Number)

         

        Business
Facsimile Number:
__________________________________________________

                            (Area
Code) (Number)

        


        I prefer
to have correspondence sent to:  ̈ Residence  ̈ Business

        


        FINRA
Affiliation or Association, if any:
________________________________________

         

        If none, check here  ̈

        


        Spouse, if Potential
Co-owner

        


        Name:
__________________________________________________________________

         

        Social
Security or Taxpayer Identification Number:
_________________________________

        


        Residence
Address: ________________________________________________________

                            (Number
and Street)

        ________________________________________________________________________

        (City)                             
(State) (Zip Code)

        


        Residence
Telephone Number:
________________________________________________


        


        Name of
Business: _________________________________________________________

         

        Business Address:
_________________________________________________________

                                    (Number and
Street)

        ________________________________________________________________________
                (City)                                     (State)

        


        I prefer
to have correspondence sent to:   ̈ Residence   ̈ Business

        


        FINRA
Affiliation or Association, if any:

         

        If none,
check here    ̈

         

      

    

    V.           SIGNATURE

    


    The
Signature Page to this Questionnaire is contained on page A-2 (5), entitled
Individual Signature Page.

     

    
      
        
        

      

      
        A-2
(4)

        
          

        

      

      
        
        

      

    

     

    INDIVIDUAL
SIGNATURE PAGE

    __________________

     

    SRKP
25, INC.

    CD
MEDIA (HOLDING) CO., LIMITED

    __________________

     

    1.           The
undersigned represents that (a) the information contained in this Questionnaire
is complete and accurate, and (b) he/she will immediately notify
(i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los
Angeles, CA 90067, Attention: Ann Pan, phone number (310) 843-9300, facsimile
(323) 443-3531 and (ii) David Ficksman, Esq., counsel to WestPark Capital,
Inc., at TroyGould PC, 1 1900 Avenue of the Stars, Suite 310, Los Angeles, CA
90067, phone number (310) 553-4441, facsimile (310) 201-4746 if any material
change in any of the information occurs prior to the acceptance of the
undersigned’s subscription and will promptly send the foregoing written
confirmation of such change.

     

    
      
        
          
            	 	 	 
	 	
                    Date

                  	 
	 	 	 
	 	 	 
	 	

                    Name
      (Please Type or Print)

                  	 
	 	 	 
	 	 	 
	 	
                    Signature

                  	 
	 	 	 
	 	 	 
	 	

                    Name
      of Spouse if Co-owner

                    (Please
      Type or Print)

                  	 
	 	 	 
	 	 	 
	 	
                    Signature of Spouse if
      Co-owner

                  	 


          

        

      

       

    

    IF YOU
ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE
(PAGE A-2 (5)).  IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT
YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE.  Please
make a photocopy of pages A-2 (1) to A-2 (5) and return both completed
Questionnaires to WestPark Capital, Inc. in the same envelope.

    


    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH
SECURITIES IS NOT REQUIRED.

     

    
      
        
        

      

      
        A-2
(5)

        
          

        

      

      
        
        

      

    

     

    Exhibit
A-3

    


    Limited Partnership Investor
Questionnaire


    
      
         

        
          	

                  Name:

                


        

         

        
          IMPORTANT:

        

        Please
Complete

      

    

    


    LIMITED
PARTNERSHIP INVESTOR QUESTIONNAIRE

    __________________

    


    SRKP
25, INC.

    CD
MEDIA (HOLDING) CO., LIMITED

    __________________


    


    SRKP 25,
Inc.

    c/o
WestPark Capital, Inc.

    1900
Avenue of the Stars, Suite 310

    Los
Angeles, CA 90067

    Attn:  Richard
Rappaport

    


    CD Media
(Holding) Co., Limited

    c/o
Beijing CD Media Advertisement Co., Ltd.

    Room 801,
No. 7, Wenchang Er Road, Huicheng District,

    Huizhou,
People’s Republic of China 516001

    Attention:  Huihua
Li

    


    The information contained in this
Limited Partnership Investor Questionnaire is being furnished in order to
determine whether the undersigned Limited Partnership’s subscription to purchase
Shares (the “Shares”) of CD Media
(Holding) Co., Limited and SRKP 25, Inc. (the “Company”), may
proceed.

    


    This Questionnaire should be completed,
signed, dated and a copy should be sent to WestPark Capital, Inc. (the “Placement Agent”) via
facsimile at (323) 443-3531 or electronic format (e.g., PDF) to
apan@wpcapital.com.  Please keep a copy for your files.

     

    
      
        
        

      

      
        A-3
(1)

        
          

        

      

      
        
        

      

    

     

    ALL
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.  The undersigned Limited Partnership understands,
however, that the Company may present this Questionnaire to such parties as it
deems appropriate if called upon to establish that the proposed offer and sale
of the Shares in the Company is exempt from registration under the Securities
Act of 1933, as amended, or meets the requirements of applicable state
securities or “blue sky” laws.  Further, the undersigned Limited
Partnership understands that the offering required to be reported to the
Securities and Exchange Commission and to various state securities or “blue sky”
regulators.

    


    
      	
              I.

            	
              PLEASE
      CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY
TO

            


    

    
      	
               
      

            	
              THE
      LIMITED PARTNERSHIP.

            


    

    


    
      	
               ̈
1.

            	
              Each
      of the limited partners of the undersigned Limited Partnership is able to
      certify that such limited partner meets at least one of the following two
      conditions:

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      limited partner is a natural person whose individual net worth* or joint
      net worth with his or her spouse exceeds $1,000,000;
  or

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      limited partner is a natural person who had an individual income* in
      excess of $200,000 in each of the previous two years and who reasonably
      expects an individual income in excess of $200,000 this
    year.

            


    

    


    
      	
               ̈
2.

            	
              Each
      of the limited partners of the undersigned Limited Partnership is able to
      certify that such limited partner is a natural person who, together with
      his or her spouse, has had a joint income in excess of $300,000 in each of
      the previous two years and who reasonably expects a joint income in excess
      of $300,000 this year.

            


    

    


    
      	
               ̈
3.

            	
              The
      undersigned Limited Partnership: (a) was not formed for the specific
      purpose of acquiring the Shares; and (b) has total assets in excess of
      $5,000,000.

            


    

    ____________________

    


    
      	
              *

            	
              For
      purposes of this Questionnaire, the term “net worth” means the excess of
      total assets over total liabilities.  In determining income, an
      investor should add to his or her adjusted gross income any amounts
      attributable to tax-exempt income received, losses claimed as a limited
      partner in any limited partnership, deductions claimed for depletion,
      contributions to IRA or Keogh retirement plans, alimony payments and any
      amount by which income from long-term capital gains has been reduced in
      arriving at adjusted gross income.

            


    

     

    
      
        
        

      

      
        A-3
(2)

        
          

        

      

      
        
        

      

       

    

    
      IF YOU
CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT
CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
UNDERSIGNED LIMITED PARTNERSHIP LISTING THE NAME OF EACH LIMITED PARTNER AND THE
REASON (UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH LIMITED PARTNER
QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL
INCOME OR JOINT INCOME), OR EACH LIMITED PARTNER MUST PROVIDE A COMPLETED
INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A-1 (2) TO
A-1 (6)).

    

    


    II.           OTHER
CERTIFICATIONS

    


    By
signing the Signature Page, the undersigned certifies the
following:

     

    
      	 	      
              (d)

            	      
              that
      the limited partnership’s purchase of  Shares will be solely for
      the limited partnership’s own account and not for the account of any other
      person or entity;

            
	 	 	 
	
               
      

            	
              (e)

            	
              that
      the limited partnership’s name, address of principal office, place of in
      limited partnership and taxpayer identification number as set forth in
      this Questionnaire are true, correct and complete; and

            
	 	 	 
	 	(f)	that
      one of the following is true and correct (check
one):


    

     

    
      	
               
      

            	
               ̈
    (i)

            	
              the
      limited partnership is a limited partnership organized in or under the
      laws of the United States or any political subdivision
      thereof.

            
	 	 	 
	 	o (ii)	the
      limited partnership is a limited partnership which is neither created
      

              nor
      organized in or under the United States or any political subdivision
      thereof, but which has made an election under either Section 897(1) or
      897(k) of the United States Internal Revenue Code of 1986, as amended, to
      be treated as a domestic limited partnership for certain purposes of
      United States federal income taxation (A COPY OF THE INTERNAL REVENUE
      SERVICE ACKNOWLEDGMENT OF THE UNDERSIGNED’S ELECTION MUST BE ATTACHED TO
      THIS QUESTIONNAIRE IF THIS PROVISION IS APPLICABLE).

            
	 	 	 
	 	o (iii) 	neither
      (1) nor (ii) above is true.


    

     

    [continued
to next page]

     

    
      
        
        

      

      
        A-3
(3)

        
          

        

      

      
        
        

      

    

     

    III.
GENERAL INFORMATION

    


    (a)            PROSPECTIVE
PURCHASER (THE LIMITED PARTNERSHIP)

     

    
      Name: _____________________________________________________________________________

      


      Principal
Place of Business:
_____________________________________________________________

      (Number
and Street)

      


      __________________________________________________________________________________

      (City)                                                                            (State)                                (Zip
Code)

       

      Address
for Correspondence (if different):
__________________________________________________

      (Number and Street)

       

      ___________________________________________________________________________________
(City)                                                                            (State) (Zip Code)

      


      Telephone
Number: ___________________________________________________________________

      (Area
Code)                                  (Number)

      


      Facsimile
Number:
____________________________________________________________________

      (Area
Code)                                  (Number)

      


      State of
Incorporation: _________________________________________________________________

       

      Date of
Formation:
____________________________________________________________________

       

      Taxpayer
Identification Number:
_________________________________________________________

       

      
        FINRA
Affiliation or Association of the Corporation, if any:
____________________________________

         

      

      
      

      
        	
                    If
      none, check here

              	
                 ̈

              


      

      


      Number of
Shareholders: _______________________________________________________________

       

      
        	
                 
      

              	
                (b)

              	
                INDIVIDUAL
      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
      CORPORATION

              


      

      


      Name:
_____________________________________________________________________________

       

      Position
or Title:
_____________________________________________________________________

    

     

    
      IV.
SIGNATURE

    

    


    The
Signature Page to this Questionnaire is contained on page A-3 (5), entitled
Limited Partnership Signature Page.

     

    
      
        
        

      

      
        A-3
(4)

        
          

        

      

      
        
        

      

    

     

    Limited
Partnership Signature Page

    __________________

     

    SRKP
25, INC.

    CD
MEDIA (HOLDING) CO., LIMITED

    __________________


    1.             The
undersigned Limited Partnership represents that (a) the information contained in
this Questionnaire is complete and accurate, and (b) the Limited Partnership
will immediately notify (i) WestPark Capital, Inc., 1900 Avenue of the
Stars, Suite 310, Los Angeles, CA 90067, Attention: Ann Pan, phone number (310)
843-9300, facsimile (310) 443-3531 and (ii) David Ficksman, Esq., counsel
to WestPark Capital, Inc., at TroyGould PC, 1 1900 Avenue of the Stars, Suite
310, Los Angeles, CA 90067, phone number (310) 553-4441, facsimile (310)
201-4746 if any material change in any of the information occurs prior to the
acceptance of the undersigned’s subscription and will promptly send the
foregoing written confirmation of such change.

    


    2.             The
undersigned Limited Partnership hereby represents and warrants that the person
or entity signing this Questionnaire on behalf of the Limited Partnership has
been duly authorized by all requisite action on the part of the Limited
Partnership to sign this Questionnaire and this Subscription Agreement on behalf
of the Limited Partnership and, further, that the undersigned Limited
Partnership has all requisite authority to purchase the Shares and enter into
the Subscription Agreement.

     

    
      
        
          	 	 	 
	 	
                  Date

                	 
	 	 	 
	 	

                  Name
      of Corporation

                  (Please
      Type or Print)

                	 
	
                   

                	
                  By:
      

                	 	 
	 	 	
                  Signature

                	 
	 	 	 	 
	 	Name:	 	 
	 	 	
                  (Please
      Type or Print)

                	 
	 	 	 	 
	 	Title:	
                   

                	 
	 	 	
                  (Please Type or
      Print)

                	 


        

      

       

    

    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH
SECURITIES IS NOT REQUIRED.

     

    
      
        
        

      

      
        A-3
(5)

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    


    LOCK-UP
AGREEMENT

    


    CD Media
(Holding) Co.,Limited

    c/o
Beijing CD Media Advertisement Co., Ltd.

    Room 801,
No. 7, Wenchang Er Road, Huicheng District,

    Huizhou,
People’s Republic of China 516001

    Attention:  Huihua
Li

    


    WestPark
Capital, Inc.

    1900
Avenue of the Stars, Suite 310

    Los
Angeles, CA 90067


    


    The undersigned, being a security
holder of [_______________________]
(formerly known as SRKP 25, Inc. and referred to herein as the “Company”) and
receiving his/her/its shares of Common Stock as an investor in the Company’s
private offering that closed on __________, 2010 (the “Private Offering”),
hereby delivers this Lock-up Agreement to the Company.

    


    The undersigned recognizes that it is
in the best financial interests of the Company and of the undersigned, as a
shareholder of the Company, that the Company Common Stock received by the
undersigned pursuant to the Private Offering be subject to certain restrictions
and hereby agrees as follows:

    


    Other than as set forth below, the
undersigned shall not: (a) sell, assign, exchange, transfer, pledge, distribute
or otherwise dispose of (i) any shares of the Company Common Stock received by
the undersigned in the Private Offering, or (ii) any interest (including,
without limitation, an option to buy or sell) in any such shares of the Company
Common Stock, 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 shares of the Company Common Stock received by the undersigned in
the Private Offering or any interest therein, the intent or effect of which is
the effective economic disposition of such shares (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”).

    


    If the aggregate dollar amount of
shares sold in the underwritten public offering, including the dollar amount of
shares sold in any over-allotment options exercised in connection therewith (the
“Public
Offering”), that the Company intends to conduct in connection with its
application for listing or quotation of the Company's Common Stock on either the
New York Stock Exchange, NYSE Amex, NASDAQ Global Market, NASDAQ Capital Market
or the OTC Bulletin Board (the “Listing”) is in an
amount that is equal to or greater than $10 million, the Lock-up Restrictions
shall be released in full on the date that is six (6) months from the date of
such Listing (the “Listing
Date”).

    


    If the aggregate dollar amount of
shares sold by the Company in the Public Offering is less than $10 million,
one-tenth (1/10) of the undersigned’s shares of the Company’s Common Stock
acquired in the Private Offering shall be released from the Lock-Up Restrictions
on the date that is ninety (90) days after the Listing Date (the “Initial Release
Date”), and the undersigned’s shares will automatically be released from
the Lock-Up Restrictions every thirty (30) days after the Initial Release Date
on a pro rata basis over the next nine (9) months, until all of the shares are
released from the Lock-Up Restrictions.

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    


    There shall be no release from the
Lock-Up Restrictions, in any event, until and unless the undersigned provides
written confirmation (the “Confirmation”) to
WestPark Capital, Inc. and the Company that he, she or it is and has at all
times been in compliance with the provisions of Section 2.20 of the Subscription
Agreement executed by the undersigned in connection with the Private
Offering,  it being understood and agreed that the failure to provide
such written confirmation shall be sufficient grounds to allow WestPark Capital,
Inc. to decline, in its sole discretion, to allow the automatic release of such
shares until the expiration in totality of the referenced Lock-Up
Restrictions.

    


    WestPark Capital, Inc., in its
discretion, may release from the Lock-up Restrictions some or all the
undersigned’s shares of the Company’s Common Stock earlier than the schedule set
forth in this Lock-up Agreement.

    


    The certificates evidencing the Company
Common Stock received by the undersigned in the Private Offering bear a legend
as set forth below and such legend shall remain during the term of this Lock-Up
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. 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.

    


    [SIGNATURE
ON NEXT PAGE]

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

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

     

    _____________________________________________

    Printed
Name of Holder

     

    Signature
_____________________________________                                                                         

     

    By: __________________________________________

     

    Title (if
applicable): ______________________________

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ACKNOWLEDGMENT AND
RECEIPT

    


    The
undersigned hereby acknowledges receipt of the Confidential Private Placement
Memorandum (the “PPM”) of SRKP 25, Inc. (the “Company”) dated April 27, 2010,
relating to the offer and sale by the Company of shares of its Common Stock
(the “Shares”). As described in the PPM, the PPM updates and supplements
information set forth in the “Chinese Television Media and Advertisement
Company” (SRKP 25, Inc.) Executive Summary dated February 23, 2010.

    


    The
undersigned further acknowledges that the recitals in the Subscription Agreement
sent to the undersigned on March 12, 2010 (the “Subscription Agreement”) has
been changed to reflect that the Company entered into a Share Exchange Agreement
effective as of March 31, 2010 with CD Media (Holding) Co., Limited, a company
incorporated 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 arrangements (“CD Media
Beijing,” and together with CD Media BVI, CD Media Huizhou, the “CD Media
Entities”) and each of the shareholders of CD Media BVI (the
“Shareholders”).  The undersigned further acknowledges that the
Subscription Agreement has been changed to reflect that the Company, the CD
Media Entities and the Shareholders entered into an Amended and Restated Share
Exchange Agreement dated as of April 23, 2010 and that the Company entered into
an Amended and Restated Share and Warrant Cancellation Agreement dated as of
April 23, 2010 with its stockholders.

    


    The
undersigned further acknowledges that Item 3.3 Capitalization of the Company in
the Subscription Agreement has been changed to reflect that immediately after
the effective time of the Exchange (as defined in the PPM) and including the
shares of common stock issued in the Offering, assuming it is fully subscribed
at such effective time, and assuming the cancellation of the Maximum Cancelled
Shares and the Maximum Cancelled Warrants pursuant to the Amended and Restated
Share and Warrant Cancellation Agreement at the effective time (as such terms
are defined in the Amended and restated Share and Warrant Cancellation
Agreement), there will be outstanding 25,312,667 shares of common stock and
1,419,333 warrants to purchase shares of common stock outstanding.

    


    The
undersigned further acknowledges and agrees that this Acknowledgement and
Receipt confirms his, her or its investment as stated in his, her or its
respective Subscription Agreement.

    


    [SIGNATURE
ON NEXT PAGE]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
PAGE FOR ACKNOWLEDGMENT AND RECEIPT]

    


    The undersigned has executed this
Acknowledgement and Receipt on the date set forth below.

    
    

     

    
      	 	

              (individual):

              


              Signature:___________________________

              


              By:
      ________________________________

              


              Title:
      _______________________________

              


              Dated:
      ______________________________

              


              


              (corporation,
      partnership, trust or LLC):

              


              Signature:___________________________

              


              Name:______________________________

              


              Dated:______________________________