Dragon Acquisition Corporation - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1


SUBSCRIPTION AGREEMENT

          This
Subscription Agreement (the “Agreement”) is made as of the date set forth on the
signature page of this Agreement by and between Dragon Acquisition Corporation,
a Cayman Islands company (“Dragon” or the “Company”), and the subscribers listed
on the Schedule of Subscribers attached hereto attached as Annex A and
identified on the signature pages hereto (each, a “Subscriber” and collectively,
the “Subscribers”). 

RECITALS:

          WHEREAS,
Brean Murray, Carret & Co., LLC is acting as the exclusive placement
agent (the “Placement Agent”), on a “best efforts” basis, in a private
offering (the “Offering”) of units (each, a “Unit,” and collectively, the
“Units”), each Unit consisting of one (1) of the Company’s 6% Convertible
Preference Shares, par value $0.002112 per share (the “Preference Shares”),
convertible into one (1) share of the Company’s ordinary shares, par value
$0.002112 per share (the “Ordinary Shares”) at $4.00 per share, and one (1)
warrant to purchase one-half of one of the Ordinary Shares (the “Warrant
Shares”), at a per share exercise price of $6.00 (or two half-shares for $3.00
each) (the “Preference Shares,” “Warrants” and the “Ordinary Shares” are
collectively referred to as the “Securities”). The designation, rights,
preferences and other terms and provisions of the Preference Shares are set
forth in the Terms of 6% Convertible Preference Shares attached hereto as
Exhibit A (the “Preference Share Terms”);

          WHEREAS,
the Company desires to offer and sell Units at a price of $4.00 per Unit (the
“Purchase Price”) for aggregate gross proceeds of a minimum of $15,000,000,
although the Company or the Placement Agent, in their sole discretion, may
accept subscriptions of a lesser amount, and up to a maximum of $20,000,000. The
Offering will be conducted in reliance upon the exemption provided by Regulation
D and/or Regulation S promulgated under Section 4(2) of Securities Act of 1933,
as amended (the “Securities Act”) and Section 4(2) of the Securities Act. The
minimum investment per Subscriber is $50,000 or 12,500 Units, although the
Company or the Placement Agent, in their sole discretion, may accept
subscriptions of a lesser amount; 

          WHEREAS,
such Offering is in connection with the combination (the “Combination”) of the
Company and Leewell Investment Group Limited, a Hong Kong company (“Leewell”).
The closing of the Combination is conditioned upon all of the conditions of the
Offering being met, and the Offering is conditioned upon the closing of the
Combination (the “Closing”). Leewell owns 100% of the issued and outstanding
capital stock of Qingdao Oumei Real Estate Development Co., Ltd (“Qingdao
Oumei”), a company incorporated under the laws of the People’s Republic of China
(“China” or the “PRC”). As a result of the Combination, Leewell will become a
wholly-owned subsidiary of Dragon;

          WHEREAS,
the Company desires to enter into this Agreement to issue and sell the Units and
each Subscriber confirms his/her/its subscription for the purchase of that
number of Units as is set forth on the signature page hereto on the terms and
conditions set forth herein; and 

          WHEREAS,
the Company has retained the Placement Agent in connection with the sale of the
Securities pursuant to this Agreement. 

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AGREEMENT:

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

I.      SUBSCRIPTION
OF UNITS 

          1.1       
Subject to the terms set forth herein, each Subscriber hereby irrevocably
subscribes for and agrees to purchase from the Company that number of Units as
is set forth on the signature page hereto at the Purchase Price. The aggregate
Purchase Price is payable by wire transfer of immediately available funds to:


Wachovia Bank NA 
800 West Main Street 
Freehold,
New Jersey 07726 
Account No.: 2000013292968 
ABA No.: 031201467

Account: Anslow & Jaclin LLP Attorney Trust Account
Reference:
Qingdao Oumei Financing 

  For International Wires: SWIFT Code PNBPUS33A 

          1.2    
   The minimum purchase that may be made by any Subscriber shall be
twelve thousand five hundred (12,500) Units, except that the Company or the
Placement Agent, in their sole discretion, may accept subscriptions of a lesser
amount. The Company or the Placement Agent reserves the right to reject any
subscription made hereby, in whole or in part, in their sole discretion. The
Company’s agreement with each Subscriber is a separate agreement and the sale of
the Units to each Subscriber is a separate sale. Each Subscriber has hereby
delivered and paid concurrently herewith the aggregate Purchase Price for the
number of Units set forth on the signature page hereof in an amount required to
purchase pay for such Unit(s), which amount has been paid in U.S. Dollars by
wire transfer of immediately available U.S. dollar funds. 

          1.3   
    Pending the sale of the Units, all funds paid hereunder
shall be deposited by the Company in an escrow account (“Escrow Account”) with
Anslow & Jaclin, LLP (the “Escrow Agent”) maintained at Wachovia Bank. The
Offering period shall expire on the earliest to occur of (i) the date upon which
subscriptions for all of the Units offered hereby have been accepted; (ii) April
15, 2010, unless extended by the Company, the Lead Investor and the Placement
Agent without notice to the Subscribers to a date not later than April 30, 2010;
or (iii) the date upon which the Company, the Lead Investor and the Placement
Agent elect to terminate the Offering (the “Termination Date”). Each Subscriber
acknowledges and understands that this subscription is being made on a “best
efforts” basis. Each Subscriber hereby authorizes and directs the Company and
the Placement Agent to direct the Escrow Agent to return any funds for
unaccepted subscriptions to the same account from which the funds were drawn,
without interest. 

          1.4     
  The Closing shall occur at the offices of Pillsbury Winthrop Shaw
Pittman, Washington, D.C., at 2300 N Street, NW, Washington, D.C. 20037-1122 on
such date and at such time as the Company and the Placement Agent may agree
upon; provided that all of the conditions set forth hereof and applicable
to the Closing shall have been fulfilled or waived in accordance herewith. 

          1.5    
   Access America Fund, LP (the “Lead Investor”) shall act as the
lead investor and investor representative on behalf of all Subscribers. 

-2-




          1.6      
 Certificates evidencing the Securities purchased by each Subscriber
pursuant to this Agreement will be prepared for delivery to each Subscriber
promptly following the Closing. Each Subscriber hereby authorizes and directs
the Company to deliver the certificates representing the Preference Shares and
Warrants purchased by each Subscriber pursuant to this Agreement directly to
each Subscriber’s account maintained by either Placement Agent, if any, or, if
no such account exists, to the residential or business address indicated on the
signature page hereto.

          Placement
of the Units will be made by the Company who will remit certain compensation to
the Placement Agent for introduction to investors and other services. 

II.          
REPRESENTATIONS BY SUBSCRIBER 

          Each
Subscriber agrees, represents and warrants to the Company and the Placement
Agent, severally and solely with respect to itself and its purchase hereunder
and not with respect to any of the other Subscribers, that: 

          2.1      
 Organization and Qualification. If an entity, such Subscriber is
duly incorporated, organized or otherwise formed, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated,
organized or otherwise formed. 

          2.2       
Authorization. If an entity: (a) such Subscriber has the requisite
corporate or other requisite power and authority to enter into and to perform
its obligations under this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof; and (b) the execution,
delivery and performance of this Agreement by such Subscriber and the
consummation by it of the transactions contemplated hereby have been duly
authorized by such Subscriber’s Board of Directors or other governing body and
no further consent or authorization of the Subscriber, its Board of Directors or
other governing body or its shareholders, members or other interest holders is
required. 

          2.3       
Enforcement. This Agreement has been duly executed by such Subscriber and
constitutes a legal, valid and binding obligation of such Subscriber enforceable
against such Subscriber in accordance with its terms, subject to the effect of
any applicable bankruptcy, insolvency, reorganization, liquidation, or
moratorium or similar laws relating to or affecting the rights of creditors
generally and the application of general principles of equity. 

          2.4      
 Consents. Such Subscriber is not required to give any notice to,
make any filing, application or registration with, obtain any authorization,
consent, order or approval of or obtain any waiver from any person or entity in
order to execute and deliver this Agreement or to consummate the transactions
contemplated hereby, except for such notices, filings, applications,
registrations, authorizations, consents, orders, approvals and waivers (if any)
as have been obtained and the filing of a Form D with the Commission and other
similar filings required by applicable state securities or “blue sky” laws and
regulations in connection with offerings of securities under Rule 506 (“Rule
506”) promulgated under the Securities Act, if applicable. 

          2.5       
Noncontravention. Neither the execution and the delivery by such
Subscriber of this Agreement, nor the consummation by such Subscriber of the
transactions contemplated hereby, will (a) violate any law, rule, injunction, or
judgment of any governmental agency or court to which such Subscriber is subject
or any provision of its charter, bylaws, trust agreement, or other governing
documents or (b) conflict with, result in a breach of, or constitute a default
under, any agreement, contract, lease, license, instrument, or other arrangement
to which such Subscriber is a party or by which such Subscriber is bound or to
which any of its assets is subject. Further, such Subscriber represents and
warrants that there are no actions, suits, proceedings or investigations pending
against such Subscriber or such Subscriber’s assets before any court or governmental
agency (nor, to such Subscriber’s knowledge, is there any threat thereof) which
would impair in any way such Subscriber’s ability to enter into and fully
perform such Subscriber’s commitments and obligations under this Agreement or
the transactions contemplated hereby 

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          2.6      
 Investment Purpose. Such Subscriber is purchasing the Unit(s)
subscribed for hereby for its own account and investment purposes and not with a
view to distribution or resale, nor with the intention of selling, transferring
or otherwise disposing of all or any part thereof for any particular price, or
at any particular time, or upon the happening of any particular event or
circumstance, except selling, transferring, or disposing the Securities in full
compliance with all applicable provisions of the Securities Act, the rules and
regulations promulgated by the SEC thereunder, and applicable state securities
laws; and that an investment in the Securities is not a liquid investment. Such
Subscriber is acquiring the Securities hereunder in the ordinary course of
business. Such Subscriber does not have any agreement or understanding, directly
or indirectly, with any person to distribute any of the Securities. 

          2.7       
Accredited Subscriber Status. Unless the Subscriber makes the
representations in Section 2.22, such Subscriber is an “accredited investor” as
defined by Rule 501 of the Securities Act, and such Subscriber is capable of
evaluating the merits and risks of such Subscriber’s investment in the Offering
and has the ability and capacity to protect such Subscriber’s interests. Such
Subscriber has delivered to the Company an Investor Questionnaire substantially
in the form of Exhibit B attached hereto. Such Subscriber hereby
represents and warrants that, either by reason of such Subscriber’s business or
financial experience or the business or financial experience of such
Subscriber’s advisors (including, but not limited to, a “purchaser
representative” (as defined in Rule 501(h) promulgated under Regulation D),
attorney and/or an accountant each as engaged by such Subscriber at its sole
risk and expense) such Subscriber (a) has the capacity to protect its own
interests in connection with the transaction contemplated hereby and/or (b) such
Subscriber has prior investment experience, including investments in securities
of privately-held companies or companies whose securities are not listed,
registered, quoted and/or traded on a national securities exchange, including
the Nasdaq Global Select Market, the Nasdaq Global Market, and the Nasdaq
Capital Market; to the extent necessary, such Subscriber has retained, at its
sole risk and expense, and relied upon appropriate professional advice regarding
the investment, tax and legal merits and consequences of this Agreement and the
purchase of the Units hereunder; if an entity, such Subscriber was not formed
for the sole purpose of purchasing the Units. 

          2.8      
 Reliance on Exemptions. Such Subscriber agrees, acknowledges and
understands that the Securities being sold as part of the Units in this Offering
are being offered and sold to it in reliance upon specific exemptions from the
registration requirements of United States federal and applicable state
securities or “blue sky” laws and that the Company and its counsel are relying
upon the truth and accuracy of, and such Subscriber’s compliance with, the
representations, warranties, covenants, agreements, acknowledgments and
understandings of such Subscriber set forth herein in order to determine the
availability of such exemptions and the eligibility of such Subscriber to
acquire the Units. 

          2.9       
  No General Solicitation. Such Subscriber (a) was contacted regarding
  the sale of the Units by the Company or the Placement Agent (or their authorized
  agents or representatives) with whom such Subscriber had a prior substantial
  pre-existing relationship and (b) no Units were offered or sold to it by means
  of any form of general solicitation or general advertising, and in connection
  therewith, such Subscriber did not receive any general solicitation or general
  advertising including, but not limited to, such Subscriber’s: (i) receipt
  or review of any advertisement, article, notice or other communication published
  in any newspaper, magazine or similar media or broadcast over the Internet,
  television or radio, whether closed circuit, or generally available; or (ii)
  attendance at any seminar meeting or industry investor conference whose attendees
  were invited by any general solicitation or general advertising.

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          2.10     
  Information.

          Such
Subscriber agrees, acknowledges and understands that such Subscriber and its
advisors, if any, have been furnished with all materials relating to the
business, finances and operations of the Company, and materials relating to the
offer and sale of the Units that have been requested by such Subscriber or its
advisors, if any, including, without limitation, a copy of the Form 8-K (the
“Form 8-K”) that is being filed on or about the date hereof disclosing the
Combination, the risk factors set forth therein, and all exhibits to the Form
8-K (collectively with this Agreement and the Warrant, the “Offering
Documents”). Such Subscriber represents and warrants that such Subscriber and
its advisors, if any, have been afforded the opportunity to ask questions as it
has deemed necessary of, and to receive answers from, representatives of the
Company concerning the terms and conditions of the offering of the Units and the
merits and risks of investing in the Units. Such Subscriber agrees, acknowledges
and understands that neither such inquiries nor any other due diligence
investigation conducted by such Subscriber or any of its advisors or
representatives modify, amend or affect such Subscriber’s right to rely on the
Company’s representations and warranties contained herein. 

          Such
Subscriber agrees, acknowledges and understands that the Placement Agent has not
supplied any information for inclusion in the Form 8-K other than information
furnished in writing to the Company by the Placement Agent specifically for
inclusion in the Form 8-K relating to the Placement Agent, that the Placement
Agent has no responsibility for the accuracy or completeness of the Form 8-K and
that such Subscriber has not relied upon the independent investigation or
verification, if any, which may have been undertaken by the Placement Agent.
Such Subscriber further represents and warrants that such Subscriber has not
been furnished with any oral representation or oral information in connection
with the Offering or the Securities that is not contained in, or is in any way
contrary to or inconsistent with, the statements made in the Form 8-K and this
Agreement. 

          In
determining whether to make this investment, such Subscriber has relied solely
on (i) such Subscriber’s own knowledge and understanding of the Company and its
business based upon such Subscriber’s own due diligence investigations and the
information furnished pursuant to this paragraph, and (ii) the information
described in subparagraph 2.12 below. Such Subscriber understands that no person
has been authorized to give any information or to make any representations which
were not contained in the Form 8-K and such Subscriber has not relied on any
other representations or information. 

          2.11      Acknowledgement
of Risk. Such Subscriber agrees, acknowledges and understands that its
investment in the Units involves a significant degree of risk, including,
without limitation that: (a) the Company is a development stage business with
limited operating history and requires substantial funds in addition to the
proceeds from the sale of the Units; (b) an investment in the Company is highly
speculative and only subscribers who can afford the loss of their entire
investment should consider investing in the Company and the Units; (c) such
Subscriber may not be able to liquidate its investment; (d) transferability of
the Securities (including the underlying Ordinary Shares) is extremely limited;
and (e) in the event of a disposition of the Securities (including the
underlying Ordinary Shares), such Subscriber can sustain the loss of its entire
investment. Such Subscriber agrees, acknowledges and understands that such risks
are set forth in greater detail in the Form 8-K, and further that such
Subscriber has carefully reviewed and considered the risk factors discussed in
the “Risk Factors” section of the Form 8-K. 

          2.12     
Consultation with Advisors. Such Subscriber has carefully considered and
has discussed with such Subscriber’s legal, tax, accounting and financial
advisors, to the extent such Subscriber has deemed necessary, the suitability of
this investment and the transactions contemplated by this Agreement for such
Subscriber’s particular federal, state, local and foreign tax and financial
situation and has independently determined that this investment and the
transactions contemplated by this Agreement are a suitable investment for such Subscriber. Such Subscriber has
relied solely on such advisors and not on any statements or representations of
the Company, the Placement Agent or any of their respective agents. Such
Subscriber understands that such Subscriber (and not the Company or the
Placement Agent) shall be responsible for such Subscriber’s own tax liability
that may arise as a result of this investment or the transactions contemplated
by this Agreement. 

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          2.13     
Governmental Review. Such Subscriber agrees, acknowledges and understands
that no United States federal or state agency or any other government or
governmental agency has passed upon or made any recommendation or endorsement of
the Units or an investment therein. 

          2.14      Transfer
or Resale. Such Subscriber agrees, acknowledges and understands that: 

                         (i)     
the Securities have not been and, except as set forth herein, are not being
registered under the Securities Act or any applicable state securities or “blue
sky” laws. Consequently, such Subscriber may have to bear the risk of holding
the Securities for an indefinite period of time because the Securities may not
be transferred unless: (i) the resale of the Securities is registered pursuant
to an effective registration statement under the Securities Act; (ii) such
Subscriber has delivered to the Company an opinion of counsel reasonably
acceptable to the Company and its counsel (in form, substance and scope
customary for opinions of counsel in comparable transactions) to the effect that
the Securities to be sold or transferred may be sold or transferred pursuant to
an exemption from such registration; or (iii) the Securities are sold or
transferred pursuant to Rule 144 promulgated under the Securities Act (“Rule
144”); 

                         (ii)      it
is familiar with Rule 144 and that any sale of the Securities made in reliance
on Rule 144 may be made only in accordance with the terms of Rule 144 and, if
Rule 144 is not applicable, any resale of the Securities under circumstances in
which the seller (or the person through whom the sale is made) may be deemed to
be an underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules and
regulations of the Commission promulgated thereunder; and 

                         (iii)     
except as set forth herein, neither the Company nor any other person is under
any obligation to register the Securities under the Securities Act or any state
securities or “blue sky” laws or to comply with the terms and conditions of any
exemption thereunder. 

          2.15      Legends.
Such Subscriber agrees, acknowledges and understands that the certificates
representing the Securities (the “Restricted Securities”) will bear restrictive
legends in substantially the following form (and a stop-transfer order may be
placed against transfer of the certificates for such Restricted Securities).



  
    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR “BLUE
      SKY” LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT
      BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED
      OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      UNDER APPLICABLE SECURITIES LAWS, OR UNLESS REOFFERED, SOLD, TRANSFERRED,
      PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF PURSUANT TO AN AVAILABLE EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

  



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          Such
Subscriber agrees, acknowledges and understands that the Company will make a
notation in the appropriate records with respect to the foregoing restrictions
on the transferability of the Restricted Securities. Certificates evidencing the
Restricted Securities shall not be required to contain such legend or any other
legend (a) following any sale of the Restricted Securities pursuant to Rule 144,
or (b) if the Restricted Securities are eligible for sale under Rule 144 or have
been sold pursuant to a registration statement and in compliance with the
Subscriber’s obligations set forth in this Agreement, or (c) such legend is not
required under applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the Staff of the Commission), in
each such case (a) through (c) to the extent reasonably determined by the
Company’s legal counsel.

          2.16      Residency.
Such Subscriber is a resident of the jurisdiction set forth immediately below
such Subscriber’s name on the signature pages hereto. 

          2.17      Acknowledgements
Regarding Placement Agent.

          Such
Subscriber agrees, acknowledges and understands that the Placement Agent is
acting as placement agent for the Units being offered hereby and will be
compensated by the Company for acting in such capacity, including, but not
limited to: (i) a commission equal to 7% of the aggregate gross proceeds of the
Units sold in this Offering to the Placement Agent; (ii) warrants to purchase a
number of the Company’s Ordinary Shares equal to 5% of the number of Ordinary
Shares underlying the Preference Shares sold in this Offering, exercisable at
any time at a price equal to $5.00 per share (“Agent Warrants”) to the Placement
Agent or its designees; and (iii) indemnification of the Placement Agent against
certain liabilities, including liabilities under the Securities Act. Such
Subscriber further agrees, acknowledges and understands that the Placement Agent
have acted solely as agents of the Company in connection with the Offering, that
the information and data provided to the Subscriber in connection with the
transactions contemplated hereby have not been subjected to independent
verification by the Placement Agent and that the Placement Agent make no
representation or warranty with respect to the accuracy or completeness of such
information, data or other related disclosure material. Such Subscriber further
agrees and acknowledges that in making its decision to enter into this Agreement
and purchase the Units, it has relied on its own examination of the Company and
the terms and consequences of holding the Units and has not relied on the advice
of any other Subscriber’s business and/or legal counsel. Such Subscriber further
agrees, acknowledges and understands that the provisions of this section are for
the benefit of, and may be enforced by, the Placement Agent as well as the
Company.

          Such
Subscriber agrees, acknowledges and understands that the Placement Agent may
engage other persons, selected by it in the Placement Agent’s discretion, who
are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”),
formerly the National Association of Securities Dealers, Inc., or who are
located outside the United States, to assist the Placement Agent in connection
with this Offering and that the Placement Agent shall be responsible for the
compensation of any selected dealer so engaged. 

          2.18     
Not a Registered Representative. Such Subscriber agrees, acknowledges and
understands that if it is a Registered Representative of a FINRA member firm, he
or she must give such firm the notice required by FINRA’s Rules of Fair
Practice, receipt of which must be acknowledged by such firm in the Investor
Questionnaire attached hereto as Exhibit B. 

          2.19      No
Brokers. Such Subscriber has not engaged, consented to or authorized any
broker, finder or intermediary to act on its behalf, directly or indirectly, as
a broker, finder or intermediary in connection with the transactions
contemplated by this Agreement. Such Subscriber hereby agrees to indemnify and
hold harmless the Company and the Placement Agent from and against all fees, commissions or other payments owing to any such person or firm
acting on behalf of such Subscriber hereunder.

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          2.20      Reliance
on Representations. Such Subscriber agrees, acknowledges and understands
that the Company and its counsel, as well as the Placement Agent and their
counsel, are entitled to rely on the representations, warranties and covenants
made by such Subscriber herein. Such Subscriber further represents and warrants
that this Subscription Agreement and the Investor Questionnaire accompanying
this Subscription Agreement do not contain any untrue statement or a material
fact or omit any material fact concerning Subscriber. 

          2.21      No
Representations by Placement Agent. Such Subscriber acknowledges that the
Placement Agent (including any of their members, managers, employees, agents or
representatives) have not made any representations or warranties to such
Subscriber concerning the Company and its subsidiaries and their respective
businesses, condition (financial or otherwise) or prospects.

          2.22      Additional
Representations and Warranties of Non-United States Persons. As an
alternative to the representations contained in Section 2.7 hereof, such
Subscriber represents: 

                         (i)      At
the time such Subscriber was offered the Securities, it was not, and at the date
hereof, such Subscriber is not a “U.S. Person” which is defined below:


	 	(A) 	
      Any natural person resident in the United
  States;

	 	 	 
	 	(B) 	
      Any partnership or corporation organized or incorporated
      under the laws of the United States;

	 	 	 
	 	(C) 	
      Any estate of which any executor or administrator is a
      U.S. person;

	 	 	 
	 	(D) 	
      Any trust of which any trustee is a U.S.
person;

	 	 	 
	 	(E) 	
      Any agency or branch of a foreign entity located in the
      United States;

	 	 	 
	 	(F) 	
      Any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary for the
      benefit or account of a U.S. person;

	 	 	 
	 	(G) 	
      Any discretionary account or similar account (other than
      an estate or trust) held by a dealer or other fiduciary organized,
      incorporated, or (if an individual) resident in the United States;
    and

	 	 	 
	 	(H) 	
      Any partnership or corporation if (i) organized or
      incorporated under the laws of any foreign jurisdiction and (ii) formed by
      a U.S. person principally for the purpose of investing in securities not
      registered under the Securities Act, unless it is organized or
      incorporated, and owned, by accredited investors (as defined in Rule
      501(a) of Regulation D promulgated under the Securities Act) who are not
      natural persons, estates or trusts.



 “United States” or “U.S.”
means the United States of America, its territories and possessions, any State
of the United States, and the District of Columbia.


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                         (iii)      Such
Subscriber understands that no action has been or will be taken in any
jurisdiction by the Company that would permit a public offering of the
Securities in any country or jurisdiction where action for that purpose is
required.

                         (iv)      Such
Subscriber (i) as of the execution date of this Agreement is not located within
the United States, and (ii) is not purchasing the Securities for the account or
benefit of any U.S. person except in accordance with one or more available
exemptions from the registration requirements of the Securities Act or in a
transaction not subject thereto. 

                         (v)     
Such Subscriber will not resell the Securities except in accordance with the
provisions of Regulation S (Rule 901 through 905 and Preliminary Notes thereto),
pursuant to a registration under the Securities Act, or pursuant to an available
exemption from registration; and agrees not to engage in hedging transactions
with regard to such securities unless in compliance with the Securities Act.


                         (vi)      Such
Subscriber will not engage in hedging transactions with regard to shares of the
Company prior to the expiration of the distribution compliance period specified
in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as
applicable, unless in compliance with the Securities Act; and as applicable,
shall include statements to the effect that the securities have not been
registered under the Securities Act and may not be offered or sold in the United
States or to U.S. persons (other than distributors) unless the securities are
registered under the Securities Act, or an exemption from the registration
requirements of the Securities Act is available.

                         (vii)     
No form of “directed selling efforts” (as defined in Rule 902 of Regulation S
under the Securities Act), general solicitation or general advertising in
violation of the Securities Act has been or will be used nor will any offers by
means of any directed selling efforts in the United States be made by such
Subscriber or any of their representatives in connection with the offer and sale
of the Shares. 

          2.23     
Short Sales and Confidentiality. Other than the transaction contemplated
hereunder, such Subscriber has not directly or indirectly, nor has any person
acting on behalf of or pursuant to any understanding with such Subscriber,
executed any transaction, including short sales (but not including the location
and/or reservation of borrowable ordinary shares), in the securities of the
Company during the period commencing from the time that such Subscriber first
received a term sheet from the Company or any other person setting forth the
material terms of the transactions contemplated hereunder until the date that
the transactions contemplated by this Agreement are first publicly disclosed.
Such Subscriber covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company, such Subscriber will
maintain the confidentiality of all disclosures made to it in connection with
this transaction (including the existence and terms of this transaction). Such
Subscriber understands and acknowledges that the Commission currently takes the
position that coverage of short sales of shares of the ordinary shares “against
the box” prior to the effective date of the Registration Statement with the
Securities is a violation of Section 5 of the 1933 Act, as set forth in
Securities Act Sections Compliance and Disclosure Interpretations 239.10, dated
November 26, 2008, published by the Division of Corporation Finance of the
Securities and Exchange Commission. Notwithstanding the foregoing, such
Subscriber hereby represents, warrants and covenants that it will not engage in
short sales in the securities of the Company for a period of twenty four (24)
months following the Closing of the Offering.

          2.24     
No Distribution. Such Subscriber represents and warrants that such
Subscriber has: (i) not distributed or reproduced any confidential information
provided to such Subscriber by the Company, in whole or in part, at any time,
without the prior written consent of the Company, (ii) kept confidential the existence of any and all confidential information made
available in connection with such Subscriber’s investigation of the Company and
(iii) refrained and shall refrain from trading in the publicly-traded securities
of the Company for so long as such recipient has been in possession of any
material non-public information. 

-9-




III.       
REPRESENTATIONS BY THE COMPANY

          The
Company hereby represents and warrants to each Subscriber and the Placement
Agent as follows, with the intention and understanding, as to matters pertaining
to the Company, that such representations and warranties are made as of the
Closing and assuming that the Combination shall have been consummated
immediately prior to the Closing: 

          3.1      
   Organization and Qualification.

          The
Company is duly incorporated, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated, with full power and
authority (corporate and other) to own, lease, use and operate its properties
and to carry on its business as and where now owned, leased, used, operated and
conducted. The Company is duly qualified to do business and is in good standing
in every jurisdiction in which the nature of the business conducted by it makes
such qualification necessary, except where the failure to be so qualified or in
good standing would not have a material adverse effect on (a) the business,
operations assets or condition (financial or otherwise) of the Company and its
Subsidiaries, taken as a whole, or (b) the ability of the Company or any
Subsidiary to perform its obligations pursuant to the transactions contemplated
by this Agreement or under any instruments to be entered into or filed in
connection herewith (collectively, a “Material Adverse Effect”). 

          Each
Subsidiary has been duly organized, is validly existing and in good standing
under the laws of the jurisdiction of its organization, has the power and
authority (corporate and other) to own, lease, use and operate its properties
and to carry on its business as and where now owned, leased, used, operated and
conducted. Each Subsidiary is duly qualified to do business and is in good
standing in every jurisdiction in which the nature of the business conducted by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing would not have a Material Adverse Effect. All of
the issued and outstanding capital stock of each Subsidiary is owned, directly
or indirectly, by the Company, in each case, free and clear of any liens, and
has been duly authorized and validly issued, and is non-assessable. Except for
the Subsidiaries, the Company does not presently own or control, directly or
indirectly, any interest in any other subsidiary, corporation, association or
other business entity.

          3.2       
Authorization; Enforcement. (a) The Company has the requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement, to consummate the transactions contemplated hereby and to issue the
Units in accordance with the terms hereof; (b) the execution, delivery and
performance of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby (including without limitation the issuance of
the Preference Shares and Warrants) have been duly authorized by the Company’s
Board of Directors (the “Board”) and no further consent or authorization of the
Company, its Board or its shareholders is required that has not or will not be
obtained prior to the Closing; (c) this Agreement has been duly executed by the
Company; and (d) this Agreement constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, subject to the effect of any applicable bankruptcy, insolvency,
reorganization or moratorium or similar laws affecting the rights of creditors
generally and the application of general principles of equity. 

          3.3       
Capitalization. The authorized capital stock of Company consists of
100,000,000 ordinary shares of $0.002112 par value each and 20,000,000
preference shares of $0.002112 par value each. As of the date hereof (a) 31,000,062 ordinary shares
(including ordinary shares issued in connection with the Combination) are issued
and outstanding, (b) no preference shares are issued and outstanding, and (c) no
ordinary shares or preference shares are held by the Company in its treasury.
There are no outstanding options, warrants, scrip 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, any Ordinary Shares or Preference Shares, or
contracts, commitments, understandings or arrangements by which the Company or
any Subsidiary is or may become bound to issue additional Ordinary Shares or
Preference Shares, or securities or rights convertible or exchangeable into
Ordinary Shares or preferred shares. The issue and sale of the Units, Preference
Shares, Warrants and underlying Ordinary Shares of the Warrants will not,
immediately or with the passage of time, obligate the Company to issue any
securities to any Person (other than the Investors) 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. 

-10-




          3.4       
Issuance of Units. The Units, Preference Shares, Warrants and the
underlying Ordinary Shares purchased under this Agreement are duly authorized
and, upon issuance in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable, free and clear from all taxes,
liens, claims, encumbrances and charges with respect to the issue thereof, will
not be subject to preemptive rights or other similar rights of stockholders of
the Company, and will not impose personal liability on the holders thereof. The
Preference Shares and the underlying Ordinary Shares, when issued in accordance
with the Warrants, and upon receipt by the Company of the consideration set
forth therein, shall have been duly authorized, validly issued, fully paid and
non-assessable, free and clear from all taxes, liens, claims, encumbrances and
charges with respect to the issue thereof, will not be subject to preemptive
rights or other similar rights of stockholders of the Company, and will not
impose personal liability on the holders thereof. The Preference Shares when
paid for or issued shall be entitled to the rights and preferences set forth in
the Preference Share Terms. The Company will, at all times while the Preference
Shares and Warrants are outstanding, maintain an adequate reserve of duly
authorized Ordinary Shares equal to the number of Ordinary Shares issuable upon
the exercise in full of the Warrants. 

          3.5      
   No Conflicts; No Violation.

          The
execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby (including,
without limitation, the issuance of the Units and the securities underlying the
Units) will not: (i) conflict with or result in a violation of any provision of
its Memorandum and Articles of Association or the certificate of incorporation,
by-laws or other organizational documents of any Subsidiary; (ii) violate or
conflict with, result in a breach of any provision of, constitute a default (or
an event which with notice or lapse of time, or both, could become a default)
under or give to others any rights of termination, amendment, acceleration or
cancellation of any material agreement, indenture, patent, patent license or
instrument to which the Company or any Subsidiary is a party; or (iii) result in
a material violation of any law, rule, regulation, order, judgment or decree
(including United States federal and state securities or “blue sky” laws and
regulations and regulations of any self-regulatory organizations to which the
Company or its securities are subject) applicable to the Company or any
Subsidiary or by which any property or asset of the Company or any Subsidiary is
bound or affected (except for such conflicts, breaches, defaults, terminations,
amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a Material Adverse Effect). 

          Except
as specifically contemplated by this Agreement and as required under the
Securities Act and any applicable state securities or “blue sky” laws or any
listing agreement with any securities exchange or automated quotation system,
neither the Company nor any Subsidiary is required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency or any regulatory
or self regulatory agency in order for it to execute, deliver or perform any of
the Company’s obligations under this Agreement in accordance with the terms
hereof, or to issue and sell the Units in accordance with the terms hereof. All
consents, authorizations, orders, filings and registrations which the Company or
any Subsidiary is required to obtain pursuant to the preceding sentence have
been obtained or effected on or prior to the date hereof. 

-11-




          3.6      
 Absence of Certain Changes. Since December 25, 2009 there has been
no material adverse change in the assets, liabilities, business, properties,
operations, financial condition, prospects or results of operations of the
Company or any Subsidiary. 

          3.7      
 Absence of Litigation. There is no action, suit, claim, proceeding,
inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company, threatened, against or affecting the Company or any Subsidiary or any
of their respective officers or directors acting as such that could,
individually or in the aggregate, have a Material Adverse Effect. 

          3.8      
 Tax Status. The Company has timely made or filed all federal, state
and foreign income and all other tax returns, reports and declarations required
by any jurisdiction to which it is subject (unless and only to the extent that
the Company or such Subsidiary has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes) and has timely paid
all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith, and has set aside on its books
provisions reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
To the knowledge of the Company, there are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company know of no basis for any such claim. The Company has not
executed a waiver with respect to the statute of limitations relating to the
assessment or collection of any foreign, federal, state or local tax. To the
Company’s knowledge, none of the Company’s tax returns are presently being
audited by any taxing authority. 

          3.9       
No Brokers. Neither the Company nor any Subsidiary has taken any action
which would give rise to any claim by any person for brokerage commissions,
finder’s fees or similar payments relating to this Agreement or the transactions
contemplated hereby, except for dealings with the Placement Agent, whose
commissions and fees will be paid by the Company. 

          3.10     
Investment Company Status. Neither the Company nor any Subsidiary is, and
upon consummation of the sale of the Units will not be, an “investment company,”
a company controlled by an “investment company” or an “affiliated person” of, or
“promoter” or “principal underwriter” for, an “investment company” as such terms
are defined in the Investment Company Act of 1940, as amended. 

          3.11     
Placement Agent. The Company has engaged, consented to and authorized the
Placement Agent to act as agent of the Company in connection with the
transactions contemplated by this Agreement. The Company will pay the Placement
Agent a commission in the form of both cash and the Agent Warrants in connection
with the Offering as described in the Form 8-K, and the Company agrees to
indemnify the Placement Agent against certain liabilities, including liabilities
under the Securities Act. 

          3.12     
Financial Statements. The financial statements of Leewell and its
operating subsidiaries in the form delivered to the Subscribers (the “Subsidiary
Financial Statements”) fairly present in all material respects the financial
condition and position of Leewell and its operating subsidiaries at the dates
and for the periods indicated; and have been prepared in conformity with
generally accepted accounting principles in the United States (“GAAP”) consistently applied
throughout the periods covered thereby, except as may be otherwise specified in
such Subsidiary Financial Statements or the notes thereto and except that
unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of Leewell
and its operating subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments. Since
the date of the most recent balance sheet included as part of the Subsidiary
Financial Statements, there has not been: (a) any change in the assets,
liabilities, financial condition or operations of Leewell and its operating
subsidiaries from that reflected in the Subsidiary Financial Statements, other
than changes in the ordinary course of business, including ongoing losses, none
of which individually or in the aggregate would reasonably be expected to have a
Material Adverse Effect; or (b) any other event or condition of any character
that, either individually or cumulatively, would reasonably be expected to have
a Material Adverse Effect, except for the expenses incurred in connection with
the transactions contemplated by this Agreement. 

-12-




          3.13     
Disclosure. This Agreement, the schedules and exhibits hereto and all
other documents delivered to the Subscribers in connection herewith at the
Closing, do not contain any untrue statement of a material fact, or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. There are no facts
that, individually or in the aggregate, would have a Material Adverse Effect
that have not been disclosed in the Offering Documents (including the schedules
and exhibits thereto) or any other documents delivered to the Subscribers in
connection herewith or therewith at the Closing. 

          3.14      Securities
Law Exemption. Assuming the truth and accuracy of each Subscriber’s
representations and warranties in this Agreement and the truth and accuracy of
each of the other Subscribers’ representations and warranties set forth in the
subscription agreements executed by such other Subscribers, the offer, sale and
issuance of the Securities as contemplated by this Agreement and the other
subscription agreements are exempt from the registration requirements of the Act
and applicable state securities laws, and neither the Company nor any authorized
agent acting on its behalf has taken or will take any action hereafter that
would cause the loss of such exemption. 

          3.15     
No Integrated Offering. Neither the Company nor any of its respective
affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales in any security or solicited any offers to
buy any security under circumstances that would require registration under the
Securities Act. The issuance of the Units and the securities underlying the
Units will not be integrated with any past issuance of the Company’s securities
for purposes of the Securities Act. Except as disclosed in the Form 8-K, the
Company has not sold or issued any Ordinary Shares, preferred shares,
convertible notes or warrants during the past six months, including sales
pursuant to Rule 144A, Regulation D or Regulation S under the Act, other than
shares issued pursuant to employee benefit plans, if any. 

          3.16      Books
and Records. The books, records and accounts of each of the Company and its
Subsidiaries accurately and fairly reflect, in reasonable detail, the
transactions in, and dispositions of, the assets of, and the results of
operations of, the Company and its Subsidiaries, all to the extent required by
generally accepted accounting principles.

          3.17     
No Restriction on Ability to Pay Dividends. The Company is not party
to any contract, agreement, arrangement or other understanding, oral or written,
express or implied, and is not subject to any provision in its Memorandum and
Articles of Association or other governing documents or resolutions of the Board
of Directors, that could restrict, limit, prohibit or prevent the Company’s
ability to pay dividends on the Preference Shares in the manner and
amounts contemplated by the Preference Share Terms. 

-13-




IV.        
TERMS OF SUBSCRIPTION 

          4.1      
 The minimum subscription by any single Subscriber shall be $50,000.00;
provided that the Company or the Placement Agent reserves the right to
accept, in their sole discretion, subscriptions for a lesser amount of
Securities. The Offering shall terminate at the earlier of (i) the date upon
which subscriptions for all of the Units offered hereby have been accepted; (ii)
April 15, 2010, unless extended by the Company, the Lead Investor, and the
Placement Agent without notice to investors to a date not later than April 30,
2010; or (iii) the date upon which the Company, the Lead Investor and the
Placement Agent elect to terminate the Offering. Subject to the satisfaction of
the conditions of the obligations of the Company and each Subscriber set forth
herein the Closing shall occur upon receipt of a properly executed copy of this
Agreement from each Subscriber and the purchase price for the Securities being
purchased by each Subscriber. The date of the Closing is referred to herein as
the “Closing Date.” 

          4.2  
     Pending the Closing Date, all funds paid hereunder
shall be deposited by the Company in escrow with the Escrow Agent.

          4.3   
    Each Subscriber hereby authorizes and directs the
Company to deliver the Units to be issued to such Subscriber pursuant to this
Agreement to the residential or business address indicated on the signature page
hereto or to any customer account maintained with the Placement Agent. 

          4.4    
   Each Subscriber hereby authorizes and directs the Company to
return, without interest, any funds for unaccepted subscriptions (including any
subscriptions that were not accepted as a result of the termination of the
Offering) to the same account from which the funds were drawn, including any
customer account maintained with the Placement Agent. 

          4.5   
    The Company’s agreement with each Subscriber is a separate
agreement and the sale of Units to each Subscriber is a separate sale. 

V.          COVENANTS
OF THE COMPANY AND SUBSCRIBER 

          5.1     
Form D; Blue Sky Laws. The Company shall timely file with the Commission,
and the applicable states, a Notice of Sale of Units on Form D with respect to
the Offering, as required under Regulation D.

          5.2     
Lock-Up Agreements. The management of the Company shall be subject to the
terms and provisions of certain lock-up agreements (the “Lockup Agreements”) in
substantially the form attached as Exhibit C, which shall provide the
manner in which certain shareholders, officers and directors of the Company may
sell, transfer or dispose of their Ordinary Shares. 

          5.3     
Board of Directors. Subject to the terms and provisions of that certain
Holdback Escrow Agreement by and among the Company, the Placement Agent, and the
Lead Investor, in substantially the form attached as Exhibit D (the
“Holdback Escrow Agreement”), as soon as possible, but no later than three (3)
months after the Combination, the Company shall nominate a five (5) member Board
of Directors, of which a majority of such Board shall be independent (as that
term is defined for SEC purposes and NASDAQ rules and regulations) (the “New
Board”) and take all actions, and obtain all authorizations, consents and
approvals as are required to be obtained in order to effectuate the election of
these nominees. Ten Percent (10%) of the Offering proceeds shall be held in
escrow until the New Board is duly appointed, subject to the terms and
provisions of the Holdback Escrow Agreement.

-14-




          5.4   
    Chief Financial Officer. Subject to the terms and
provisions of the Holdback Escrow Agreement, as soon as possible, but no later
than three (3) months after the Combination, the Company shall employ a
English-speaking Chief Financial Officer who shall have experience with
financial reporting companies under Sarbanes-Oxley and other federal or state
securities laws and shall also meet the approval and requirements of the Lead
Investor. Such approval shall not be unreasonably withheld. Ten percent (10%) of
the Offering proceeds shall be held in escrow until such Chief Financial Officer
is duly appointed, subject to the terms and provisions of the Holdback Escrow
Agreement. 

          5.5      
 Investor Relations Firm. Subject to the terms and provisions of
that certain Investor Relations Escrow Agreement by and among the Company, the
Placement Agent, and the Lead Investor, in substantially the form attached as
Exhibit E (the “Investor Relations Escrow Agreement”), the Company shall
place a total of $120,000 in an escrow account with Collateral Agents, LLC to be
allocated for Investor Relations activities (the “IR Holdback Amount”). The IR
Holdback Amount shall be disbursed in accordance with the terms of the Investor
Relations Escrow Agreement. The Lead Investor shall have the right to consent to
any successor to the Company’s current investor relations firm, which consent it
shall not unreasonably withhold. 

          5.6       
Filing the Exchange Application. The Company shall submit an application
to list and trade its Ordinary Shares on a Senior Exchange at the earliest
possible time but not later than the date which is thirty (30) days of the
Registration Statement (as defined below in Section 8.1) being declared
effective. “Senior Exchange” shall mean Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market or any successor market thereto, NYSE
Amex or any successor market thereto, or NYSE or any successor market thereto.


          5.7      
 Make Good Agreement. Pursuant to the terms of a make good and
escrow agreement (the “Make Good Agreement”) attached hereto as Exhibit
F, management has agreed to place a total of 7,500,000 insider shares of
management’s Ordinary Shares (the “Escrow Shares”) in an escrow account
maintained by Collateral Agents, LLC (the “Make Good Escrow Agent”) as security
to ensure that the Company meets certain performance targets for the fiscal
years ending 2010 and 2011. The Escrow Shares will be transferrable in
accordance with the terms of the Make Good Agreement. 

          5.8      
 Compliance with Law. As long as each Subscriber owns any of the
Units, the Company will conduct its business in compliance with all applicable
laws, rules and regulations of the jurisdictions in which it is conducting
business (including, without limitation, all applicable local, state and federal
environmental laws and regulations), except for those laws, rules and
regulations the failure to comply with which would not have a Material Adverse
Effect. 

          5.9      
 Sales by Subscribers. Each Subscriber shall sell any and all
Registrable Securities (as defined below) purchased hereby in compliance with
applicable prospectus delivery requirements, if any, or otherwise in compliance
with the requirements for an exemption from registration under the Securities
Act and the rules and regulations promulgated thereunder. Each Subscriber will
not make any sale, transfer or other disposition of the Units in violation of
federal or state securities or “blue sky” laws and regulations. 

          5.10      No
Change of Control. The Company will not undertake a Change of Control (as
defined below) transaction for a period of twenty four (24) months from the
Closing of the Offering without the written consent of the Lead Investor. 

          “Change
in Control” shall mean (i) the acquisition by any one person, or more than one
person acting as a group (within the meaning of Rule 13d-3), of ownership of
stock of the Company possessing more than 50% of the total voting power of the
capital stock of the Company (an “Acquirer”); or (ii) (a) any consolidation or merger of the Company, in which the
stockholders of the Company immediately before the consolidation or merger will
not own 50% or more of the voting shares of the continuing or surviving
corporation (or if the transaction is structured as merger or consolidation of
subsidiaries, 50% or more of the continuing or surviving parent corporation)
immediately after such consolidation or merger, or (b) any sale, lease,
exchange, or other transfer (in one transaction or series of related
transactions) of all or substantially all of the assets of the Company. 

-15-




          5.11     
Dilution. For a period of twenty-four (24) months after the Combination
(the “Dilution Period”), issuances of any Ordinary Shares or securities
convertible into or exercisable for Ordinary Shares resulting in dilution of
more than 10% of the “book value” of the Company’s Ordinary Shares will require
the approval of the independent directors of the board. Additionally, during the
Dilution Period, the Company shall not offer any Ordinary Shares or securities
convertible into or exercisable for Ordinary Shares at an offering price less
than $4.00 per share except for Exempt Issuances (as defined below). If any such
shares are issued during the Dilution Period, regardless of the context of such
issuance, at a price per share of less than $4.00 (subject to equitable
adjustment in the event of stock dividends, stock split, stock consolidation or
other capital reorganization) (the “Lower Price Issuance”) without the consent
of the Lead Investor, then the Company shall issue, for each such occasion,
additional shares of common stock to each Subscriber so that the per share
purchase price of the Ordinary Shares purchased by each Subscriber is equal to
such other lower price per share. The delivery to each Subscriber of the
additional Ordinary Shares shall be not later than the closing date of the
transaction giving rise to the requirement to issue additional Ordinary Shares.
For purposes of this paragraph, the issuance of any security of the Company
carrying the right to convert such security into Ordinary Shares or of any
warrant, right or option to purchase Ordinary Shares shall be deemed to be the
issuance of the additional Ordinary Shares upon the sooner of the agreement to
or actual issuance of such convertible security, warrant, right or option and
again at any time upon any subsequent issuances of Ordinary Shares upon exercise
of such conversion or purchase rights if upon such actual issuance the Ordinary
Shares are issued at a price that is lower than the purchase price for such
Ordinary Shares that was in effect upon issuance. As used in this paragraph,
“Exempt Issuance” means the issuance of (a) Ordinary Shares or options to
employees, officers or directors of the Company pursuant to any stock or option
plan duly adopted by the Board of Directors of the Company or a majority of the
members of a committee of directors established for such purpose, (b) securities
upon the exercise or exchange of or conversion of any Securities issued
hereunder or to any placement agents in connection with the transactions
contemplated hereby and/or securities exercisable or exchangeable for or
convertible into Ordinary Shares issued and outstanding on the date of this
Agreement, provided that such securities have not been amended since the date of
this Agreement to increase the number of such securities or to decrease the
exercise, exchange or conversion price of any such securities, and (c)
securities issued pursuant to acquisitions or strategic transactions, provided
any such issuance shall only be to a person which is, itself or through its
subsidiaries, an operating company in a business synergistic with the business
of the Company and in which the Company receives benefits in addition to the
investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities. 

          5.12     
Expenses. The Company and each Subscribers are liable for, and shall pay,
their own expenses incurred in connection with the negotiation, preparation,
execution and delivery of this Agreement, including, without limitation,
attorneys’ and consultants’ fees and expense, provided, however,
the Lead Investor shall be entitled to recoup its non-accountable transaction
expenses from the Offering proceeds up to a total of $100,000. The Company shall
place a total of $1,000,000 of the Offering proceeds in an escrow account with
Collateral Agents, LLC for use in payment of fees and expenses related to
becoming a public company.

-16-




          5.13      Mandatory
Conversion. All outstanding Preference Shares shall automatically convert
into Ordinary Shares, without any further action on the part of the Subscribers,
in accordance with the Preference Share Terms and applicable laws. 

          5.14      No
Commissions in Connection with Conversion of Preference Shares. In
connection with the conversion of the Preference Shares into Ordinary Shares,
neither the Company nor any person acting on its behalf will take any action
that would result in the Ordinary Shares being exchanged by the Company other
than with the then existing holders of the Preference Shares exclusively where
no commission or other remuneration is paid or given directly or indirectly for
soliciting the exchange in compliance with Section 3(a)(9) of the Securities
Act. 

VI.        
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS 

          Each
Subscriber’s obligation to purchase Units at the Closing is subject to the
fulfillment on or prior to the Closing of the following conditions, which
conditions may be waived at the option of such Subscriber to the extent
permitted by law: 

          6.1      
 Representations and Warranties Correct. The representations and
warranties made by the Company herein shall be true and correct in all material
respects when made, and shall be true and correct in all material respects on
the Closing Date with the same force and effect as if they had been made on and
as of said date.

          6.2      
 Covenants. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to such purchase shall
have been performed or complied with in all material respects. 

          6.3      
 No Legal Order Pending. There shall not then be in effect any legal
or other order enjoining or restraining the transactions contemplated by this
Agreement. 

          6.4      
 No Law Prohibiting or Restricting Such Sale. There shall not be in
effect any law, rule or regulation prohibiting or restricting such sale or
requiring any consent or approval of any person which shall not have been
obtained to issue the Units (except as otherwise provided in this Agreement).


          6.5      
   Legal Opinion. On the Closing Date, the Company will provide an
  opinion reasonably acceptable to the Subscribers and the Placement Agent from
  the Company’s legal counsel opining on the availability of an exemption
  from registration under the 1933 Act as it relates to the offer and issuance
  of the Securities and other matters reasonably requested by the Placement Agent.


          6.6      
   Officer’s Certificates. The Company shall have delivered a
  Certificate, executed on behalf of the Company by its Chief Executive Officer,
  dated as of the Closing Date, certifying to the Subscribers and Placement Agent
  the fulfillment of the conditions specified herein and the representations and
  warranties and conditions set forth in the Agreement.

          6.7      
 Secretary Certificates. The Company shall have delivered a
Certificate, executed on behalf of the Company by its Secretary, dated as of the
Closing Date, certifying to the Subscribers and Placement Agent the resolutions
adopted by the Board of Directors of the Company approving, as applicable, the
transactions contemplated by this Agreement and the other Offering Documents,
and the issuance of the Units, certifying the current versions of its Memorandum
and Articles of Association or other organizational documents and certifying as
to the signatures and authority of persons signing the Offering Documents and
related documents on its behalf. 

-17-




          6.8       
Preference Share Terms. The Board of Directors of the Company shall have
adopted on or before the Closing the Preference Share Terms in the form attached
hereto as Exhibit A. 

VII.       
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO SELL
SECURITIES 

The obligation of the Company to sell the Units at the Closing
is subject to the satisfaction or waiver by the Company, at or before the
Closing, of each of the following conditions: 

          7.1       
  Representations and Warranties. The representations and warranties
  of each Subscriber contained herein shall be true and correct in all material
  respects as of the date when made and as of the Closing Date as though made
  on and as of such date.

          7.2      
 Performance. Each Subscriber shall have performed, satisfied
and complied in all material respects with all covenants, agreements and
conditions required by the Offering agreements to be performed, satisfied or
complied with by such Subscriber at or prior to the Closing. 

          7.3       
No Injunction. No statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits
the consummation of any of the transactions contemplated by the Transaction
agreements. 

          7.4      
 Subscriber Deliverables. Each Subscriber shall have delivered its
Investment Amount in accordance with Article I hereof duly executed by such
Subscriber. Each U.S. Subscriber shall have delivered a duly completed Investor
Questionnaire in the form attached as Exhibit B. 

          7.5      
 Termination. This Agreement shall not have been terminated as to
such Subscriber in accordance with Section 9.21. 

VIII.      REGISTRATION
RIGHTS 

          8.1      
 Registration; Definitions. 

          No
later than thirty (30) days following the Closing of the Offering (the “Filing
Date”), the Company shall prepare and file with the Commission a registration
statement covering the resale of all of the Ordinary Shares upon conversion of
the outstanding shares of Preference Shares (the “Conversion Shares”) and the
Warrant Shares (collectively, the “Registrable Securities”) on Form S-1 (or
another appropriate form in accordance herewith) (the “Registration Statement”).
Subject to the terms of this Agreement, the Company shall use its commercially
best efforts to cause the Registration Statement to be declared effective under
the Securities Act as promptly as possible after the filing thereof, but in no
event later than 180 days following the Closing of the Offering (the “Effective
Date”), and shall use its commercially reasonable efforts to keep the
Registration Statement continuously effective under the Securities Act until the
date when all Registrable Securities covered by the Registration Statement have
been sold or may be sold without volume restrictions pursuant to Rule 144 as
determined by the counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Company’s transfer agent and the
affected Holders (the “Effectiveness Period”).

          If
a Registration Statement covering 100% of the Registrable Securities is not
filed with the Commission on or prior to the Filing Date or declared effective
on or prior to the Effective Date by the Commission, the Company shall pay to
each Subscriber per calendar month, or portion thereof, liquidated damages equal
to one percent (1%) of the aggregate purchase price paid by such Subscriber pursuant to this Agreement until such time as such Registration
Statement shall have been filed with the Commission or declared effective by the
Commission, as the case may be. For the avoidance of doubt, the maximum
aggregate liquidated damages payable to each Subscriber under this Agreement
shall be ten percent (10%) of the aggregate purchase price paid by such
Subscriber pursuant to this Agreement.

-18-




          The
securities shall only be treated as Registrable Securities if and only for so
long as they (i) have not been sold (A) pursuant to a registration statement;
(B) to or through a broker, dealer or underwriter in a public distribution or a
public securities transaction; and/or (C) in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(1) thereof so that all transfer restrictions and restrictive legends
with respect thereto, if any, are removed upon the consummation of such sale;
(ii) are not held by a Holder or a permitted transferee; and (iii) are not
eligible for sale pursuant to Rule 144 (or any successor thereto) under the
Securities Act. 

          The
term “Holder” shall mean any person owning or having the right to acquire
Registrable Securities or any permitted transferee of a Holder.

          8.2      
 Registration Procedures. 

          In
connection with the Company’s registration obligations set forth herein, the
Company shall: 

          Prepare
and file with the Commission such amendments, including post-effective
amendments, to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness
Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities. 

          Use
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
the withdrawal of (i) any order suspending the effectiveness of the 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. 

          Comply
with all applicable rules and regulations of the Commission.

          Use
its commercially 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. 

          Furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith
upon request (i) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (ii)
such other information as may be reasonably requested in availing any Holder of
any rule or regulation of the Commission which permits the selling of any such
securities without registration or pursuant to such form. 

          8.3      
 Registration Expenses. All fees and expenses of the Company
incident to the performance of or compliance with the registration obligations
by the Company, which shall not include payment of any fees of counsel to any of
the Subscribers, shall be borne by the Company. 

-19-




          8.4      
 Indemnification. In the event that any Registrable Securities are
included in a Registration Statement under this section: 

          To
the extent permitted by law, the Company will indemnify and hold harmless each
Holder, any underwriter (as defined in the Securities Act) for such Holder and
each person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any losses, claims, damages,
or liabilities (joint or several) to which they may become subject under the
Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
“Violation”): (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the 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 (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, or any rule or regulation
promulgated under the Securities Act, or the Exchange Act, and the Company will
pay to each such Holder, underwriter or controlling person, as incurred, any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this section 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 any such Holder,
underwriter or controlling person. 

          To
the extent permitted by law, each Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers, each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter,
any other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Securities Act, or the Exchange Act,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by such Holder expressly for
use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this section, in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this section 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 Holder,
which consent shall not be unreasonably withheld; provided,
further, that, in no event shall any indemnity under this section exceed
the greater of the cash value of the (i) gross proceeds from the offering
received by such Holder or (ii) such Holder’s investment pursuant to this
Agreement as set forth on the signature page attached hereto. 

          Promptly
after receipt by an indemnified party under this section of notice of the
commencement of any action (including any governmental action), such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this section, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly notified, to assume
the defense thereof with counsel selected by the indemnifying party and approved
by the indemnified party (whose approval shall not be unreasonably withheld);
provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one counsel) shall
have the right to retain one separate counsel, with the fees and expenses to be
paid by the indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this section, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this section. 

-20-




          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 therein, 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 that 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 alleged 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. 

          The
obligations of the Company and Holders under this section shall survive the
completion of any offering of Registrable Securities in a registration
statement. 

          8.5       
Remedies. In the event of a breach by the Company or by a Holder, of any
of their obligations under this Agreement, each Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by law
and under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate. 

          8.6       
Cutback. In connection with filing the Registration Statement, if the
Commission limits the amount of Registrable Securities to be registered for
resale pursuant to Rule 415 under the Securities Act, then the Company shall be
entitled to exclude such disallowed Registrable Securities (the “Cut Back
Shares”) on a pro rata basis among the Holders thereof. The Company shall
prepare, and, as soon as practicable but in no event later than the six (6)
months from the date the Company’s Registration Statement was declared
effective, file with the SEC an additional registration statement (“Additional
Registration Statement”) on Form S-1 covering the resale of all of the
disallowed Registrable Securities not previously registered on an Additional
Registration Statement hereunder. In the event that Form S-1 is unavailable for
such a registration, the Company shall use such other form as is available for
such a registration on another appropriate form. The Company shall use its
commercially best efforts to have each Additional Registration Statement
declared effective by the SEC as soon as practicable, but in no event later than
the ninety (90) days from the filing date of the Additional Registration
Statement. No liquidated damages under Section 8.1 shall accrue on or as to any
Cut Back Shares, and the required Filing Date for such additional Registration
Statement including the Cutback Shares will be tolled, until such time as the
Company is able to effect the registration of the Cut Back Shares in accordance
with any SEC comments. 

-21-




          8.7       
Waivers. With the written consent of the Company and the Holders holding
at least a majority of the Registrable Securities that are then outstanding, any
provision of this section may be waived (either generally or in a particular
instance, either retroactively or prospectively and either for a specified
period of time or indefinitely) or amended. Upon the effectuation of each such
waiver or amendment, the Company shall promptly give written notice thereof to
the Holders, if any, who have not previously received notice thereof or
consented thereto in writing. 

IX.       
MISCELLANEOUS 

          9.1      
 Governing Law; Jurisdiction. This Agreement will be governed by and
interpreted in accordance with the laws of the State of New York without regard
to the principles of conflict of laws. The parties hereto hereby submit to the
exclusive jurisdiction of the United States federal and state courts located in
the State of New York with respect to any dispute arising under this Agreement
or the transactions contemplated hereby or thereby. 

          9.2       
Counterparts; Signatures by Facsimile. This Agreement may be executed in
two or more counterparts, all of which are considered one and the same agreement
and will become effective when counterparts have been signed by each party and
delivered to the other parties. This Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.


          9.3       
Headings. The headings of this Agreement are for convenience of reference
only, are not part of this Agreement and do not affect its interpretation. 

          9.4      
 Severability. If any provision of this Agreement is invalid or
unenforceable under any applicable statute or rule of law, then such provision
will be deemed modified in order to conform to such statute or rule of law. Any
provision hereof that may prove invalid or unenforceable under any law will not
affect the validity or enforceability of any other provision hereof. 

          9.5      
 Entire Agreement; Amendments. This Agreement (including all
schedules and exhibits hereto) constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof. There are
no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein or therein. This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof. Except as set forth in herein, no provision of this
Agreement may be waived or amended other than by an instrument in writing signed
by the party to be charged with enforcement. 

          9.6       
Notices. Any notices required or permitted to be given under the terms of
this Agreement must be sent by certified or registered mail (return receipt
requested) or delivered personally or by courier (including a recognized
overnight delivery service) and will be effective five days after being placed
in the mail, if mailed by regular United States mail, or upon receipt, if
delivered personally, or by courier (including a recognized overnight delivery
service), in each case addressed to a party. The addresses for such
communications are: 

	 	If to the Company: 	Dragon Acquisition Corporation 
	 	  	Shandong Motorway Building 
	 	  	29 Miaoling Road 
	 	  	Qingdao 266000 
	 	  	People’s Republic of China 


-22-




With copies (which shall not
constitute a notice) to:

	 	  	Pillsbury Winthrop Shaw Pittman
      LLP 
	 	  	2300 N Street NW 
	 	 	Washington, D.C. 20037 
	 	 	Facsimile: 202.663.8007 
	 	  	Attn.: Louis A. Bevilacqua, Esq.
    
	 	  	  
	 	If to a Subscriber: 	To the address set forth
      immediately below such 
	 	  	Subscriber’s name on the
      signature pages hereto. 


With copies (which shall not
constitute a notice) to:

Anslow & Jaclin, LLP 
195 Route
9 South, Suite 204
Manalapan, New Jersey 07726 
Facsimile: 732.577.1188


  Attn.: Joseph M. Lucosky, Esq.

Each party will provide written notice to the other parties of
any change in its address. Each party will copy the Placement Agent on any such
notices as follows: 

Brean Murray, Carret & Co.,
LLC
570 Lexington Avenue
New York, NY 10022 
Fax: (212) 702-6548


  Attn.: Richard L. Serrano

          9.7       
Removal of Legends. Upon the earlier of (i) registration for resale as
set forth herein, or (ii) an exemption under Rule 144 becoming available, the
Company shall (A) deliver to the transfer agent for the Securities (the
“Transfer Agent”) irrevocable instructions that the Transfer Agent shall reissue
a certificate representing Ordinary Shares without legends upon receipt by such
Transfer Agent of the legended certificates for such shares, together with
either (1) a customary representation by the Subscriber that Rule 144 applies to
the Ordinary Shares represented thereby or (2) a statement by the Subscriber
that such Subscriber has sold the Ordinary Shares represented thereby in
accordance with the Plan of Distribution contained in the registration
statement, and (B) cause its counsel to deliver to the Transfer Agent one or
more blanket opinions to the effect that the removal of such legends in such
circumstances may be effected under the Securities Act subject to such investor
and broker representations and notifications that counsel may reasonably
request. From and after the earlier of such dates, upon a Subscriber’s written
request, the Company shall promptly cause certificates evidencing the
Subscriber’s securities to be replaced with certificates which do not bear such
restrictive legends, and Ordinary Shares subsequently issued upon due exercise
of the Warrants or conversion of the Preference Shares shall not bear such
restrictive legends provided the provisions of either clause (i) or clause (ii)
above, as applicable, are satisfied with respect to such Ordinary Shares
underlying the Warrants or the Preference Shares.

          9.8       
Successors and Assigns. This Agreement is binding upon and inures to the
benefit of the parties and their successors and assigns. The Company will not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of each Subscriber and each Subscriber may not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the Company. Notwithstanding the foregoing, each Subscriber may
assign all or part of its rights and obligations hereunder to any of its “affiliates,” as that term
is defined under the Securities Act, without the consent of the Company so long
as the affiliate is an accredited investor (within the meaning of Regulation D)
and agrees in writing to be bound by this Agreement. This provision does not
limit any Subscriber’s right to transfer the Preference Shares or Warrants
pursuant to the terms of this Agreement or to assign any Subscriber’s rights
hereunder to any such transferee pursuant to the terms of this Agreement. 

-23-




          9.9       
Third Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person, except that either Placement Agent is an intended beneficiary of all
representations and warranties by any party and all covenants made by the
parties, including but not limited to the Registration Rights provided herein.


          9.10      Further
Assurances. Each party will do and perform, or cause to be done and
performed, all such further acts and things, and will execute and deliver all
other agreements, certificates, instruments and documents, as another party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


          9.11     
No Strict Construction. The language used in this Agreement is 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. 

          9.12      Equitable
Relief. The Company recognizes that, if it fails to perform or discharge any
of its obligations under this Agreement, any remedy at law may prove to be
inadequate relief to the Subscribers. The Company therefore agrees that the
Subscribers are entitled to seek temporary and permanent injunctive relief in
any such case.

          9.13     
Acceptance. Upon the execution and delivery of this Agreement by each
Subscriber, this Agreement shall become a binding obligation of each Subscriber
with respect to the purchase of Units as herein provided, subject to acceptance
by the Company; subject, however, to the right hereby reserved to the Company to
enter into the same agreements with other Subscribers and to add and/or delete
other persons as Subscribers.

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

          9.15      Other
Documents. 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
Agreement. 

          9.16     
Public Statements. Each Subscriber agrees not to issue any public
statement with respect to such Subscriber’s investment or proposed investment in
the Company or the terms of any agreement or covenant between them and the
Company without the Company’s prior written consent, except such disclosures as
may be required under applicable law or under any applicable order, rule or
regulation. 

          9.17     
Exculpation Among Subscribers. Each Subscriber agrees, acknowledges and
understands that it is not relying on any of the other Subscribers in making its
investment or decision to invest in the Company. Each Subscriber agrees,
acknowledges and understands that none of the other Subscribers nor their
respective controlling persons, officers, directors, partners, agents or
employees shall be liable to such Subscriber for any action heretofore or
hereafter taken or omitted to be taken by any of them in connection with the
purchase of the Units or the execution of or performance under this Agreement,
nor shall such Subscriber be liable to the other Subscribers for
any action heretofore or hereafter taken or omitted to be taken by such
Subscriber in connection with the purchase of the Units or the execution of or
performance under this Agreement. 

-24-




          9.18     
Press Release and 8-K. By 9:30 a.m. (New York City time) on the day
following the Closing Date, the Company shall, in consultation with the
Placement Agent, issue a press release disclosing the consummation of the
transactions contemplated by this Agreement and within four (4) business days
following the Closing Date, the Company shall file a Current Report on Form 8-K
with the SEC disclosing such information required by Form 8-K.

          9.19     
Several Obligations. The obligations of each Subscriber under any
Offering agreements are several and not joint with the obligations of any other
Subscriber, and no Subscriber shall be responsible in any way for the
performance of the obligations of any other Subscriber under any Offering
agreement. Nothing contained herein or in any other Offering agreement, and no
action taken by any Subscriber pursuant hereto or thereto, shall be deemed to
constitute the Subscribers as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Subscribers are in
any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Offering agreements. Each Subscriber confirms
that it has independently participated in the negotiation of the transaction
contemplated hereby with the advice of its own counsel and advisors. Each
Subscriber shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement or out
of any other Offering agreements, and it shall not be necessary for any other
Subscriber to be joined as an additional party in any proceeding for such
purpose. The Company acknowledges that each of the Subscribers has been provided
with the same Offering agreements for the purpose of closing a transaction with
multiple Subscribers and not because it was required or requested to do so by
any Subscriber. 

          9.20     
Counterparts. This Agreement may be executed in two or more counterparts
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument. 

          9.21     
Termination. This Agreement may be terminated prior to Closing: 

          (a)      by
written agreement of the Lead Investor and the Company, a copy of which shall be
provided to the Escrow Agent; and 

          (b)      by
the Company or a Subscriber (as to itself but no other Subscriber) upon written
notice to the other, with a copy to the Escrow Agent, if the Closing shall not
have taken place by April 30, 2010; provided, that the right to terminate this
Agreement under this Section 9.21(b) shall not be available to any person whose
failure to comply with its obligations under this Agreement has been the cause
of or resulted in the failure of the Closing to occur on or before such time.


          In the
event of a termination pursuant to Section 9.21(a) or 9.21(b), each Subscriber
shall have the right to a return of up to its entire aggregate Purchase Price
for the number of Units set forth on the signature page hereof deposited with
the Escrow Agent pursuant to Section 1.3, without interest or deduction. The
Company covenants and agrees to cooperate with such Subscriber in obtaining the
return of its entire aggregate Purchase Price for the number of Units set forth
on the signature page hereof, and shall not communicate any instructions to the
contrary to the Escrow Agent. 

          In
the event of a termination pursuant to this Section, the Company shall promptly
notify all nonterminating Subscribers. Upon a termination in accordance with
this Section 9.21, the Company and the terminating Subscriber(s) shall not have any further obligation
or liability (including as arising from such termination) to the other and no
Subscriber will have any liability to any other Subscriber under the Transaction
agreements as a result therefrom. 

-25-




[Remainder of page intentionally left blank]


-26-




SIGNATURE PAGE


Please acknowledge your acceptance of the foregoing
Subscription Agreement with Dragon Acquisition Corporation by signing and
returning a copy to the Company whereupon it shall become a binding agreement.


NUMBER OF UNITS ______________ x $4.00 
= ____________________________  (the “Purchase
Price”) 

	 	 	 
	Signature 	 	Signature (if purchasing jointly) 
	 	 	 
	 	 	 
	Name Typed or Printed 	 	Name Typed or Printed 
	 	 	 
	 	 	 
	Entity Name 	 	Entity Name 
	 	 	 
	 	 	 
	Address 	 	Address 
	 	 	 
	 	 	 
	City, State and Zip Code 	 	City, State and Zip Code 
	 	 	 
	 	 	 
	Telephone - Business 	 	Telephone - Business 
	 	 	 
	 	 	 
	Telephone – Residence 	 	Telephone – Residence 
	 	 	 
	 	 	 
	Facsimile – Business 	 	Facsimile - Business 
	 	 	 
	 	 	 
	Facsimile – Residence 	 	Facsimile – Residence 
	 	 	 
	 	 	 
	Tax ID # or Social Security # 	 	Tax ID # or Social Security #



Name in which securities should be issued:  
____________________________

Dated: _____________, 2010 

[Subscriber Signature Page to the Subscription
Agreement]




This Subscription Agreement is agreed to and accepted as of
________________, 2010.

DRAGON ACQUISITION
CORPORATION


By:  
_____________________________
        
Name:
         Title:


[Company Signature Page to the Subscription
Agreement]




ANNEX A 

SCHEDULE OF SUBSCRIBERS 


  	

        Name 	Investment 

        Amount 	Number of 

        Shares 	Number of 

        Warrants 
	Access America Fund, LP 	$1,500,000 	375,000 	187,500 
	Taylor International Fund, Ltd. 	$1,500,000 	375,000 	187,500 
	Hua-Mei 21st Century Partners, LP 	$1,900,000 	475,000 	237,500 
	Guerrilla Partners, LP 	$1,100,000 	275,000 	137,500 
	Jayhawk Private Equity Fund II, L.P. 	$3,000,000 	750,000 	375,000 
	Straus Partners, L.P. 	$500,000 	125,000 	62,500 
	New York Liberty Fund LLC 	$200,000 	50,000 	25,000 
	Trillion Growth China LP 	$500,000 	125,000 	62,500 
	Paragon Capital LP 	$300,000 	75,000 	37,500 
	Equity Trust Company Custodian FBO Thomas G.
      Berlin IRA 	$250,000 	62,500 	31,250 
	DNST Properties, LLC 	$200,000 	50,000 	25,000 
	Dr. Deborah Tekdogan 	$10,400 	2,600 	1,300 
	Mary Beth Shea 	$52,000 	13,000 	6,500 
	Thomas E. Nolan Living Trust 	$20,800 	5,200 	2,600 
	Robert C. Stendel 	$15,600 	3,900 	1,950 
	J&S Spitzer Family LLC 	$50,000 	12,500 	6,250 
	TOTALS 	$11,098,800 	2,774,700 	1,387,350








EXHIBIT A 

Terms of 6% Convertible Preference Shares

RIGHTS, PRIVILEGES AND RESTRICTIONS OF THE PREFERENCE
SHARES

	1 	
      Definitions and Construction

	 	 
		
      In this Schedule terms not defined herein shall have the
      meaning ascribed to them in the memorandum and articles of association of
      Dragon Acquisition Corporation and, to the extent not set out herein, the
      Preference Shares shall have all of the rights, privileges and be subject
      to the restrictions of Shares.




		"Preference Dividend" 	
      means, in respect of each Preference Dividend Period, a
      cumulative annual dividend equal to six per cent (6%) of the amount
      credited as paid up on the Preference Shares. 

	 	  	
       

		"Preference Dividend Period" 	
      means the twelve (12) month period beginning on a
      Preference Dividend Payment Date and ending on the day immediately before
      the next Preference Dividend Payment Date. 

	 	  	
       

	 	"Preference Dividend 	
      means 1 January in each year. 

	 	Payment Date" 	
       

	 	 	
       

		"Preference Shares" 	
      means the preference shares in the capital of the
      Company, par value of US$0.002112 each, designated hereby as “6%
      Convertible Preference Shares” and having the rights and privileges and
      being subject to the restrictions set out in this Schedule. 

	 	 	
       

		"Preference Share Entitlement" 	
      means an entitlement, in priority to holders of all other
      classes of Shares, to an amount equal to the aggregate of: (a) the amount
      credited as paid up on the Preference Shares; plus (b) all arrears
      and accruals of Preference Dividend (whether earned or declared or not)
      calculated down to the date on which the Company is dissolved.
  




	2 	
      Voting

	 	 
		
      The holder of a Preference Share shall (in respect of
      such Preference Share) have the right to receive notice of, attend at or
      vote as a Member at any general meeting of the Company or to vote on any
      written resolutions of the Members. Each holder of Preference Shares shall
      (in respect of such Preference Shares) be entitled to one vote in respect
      of each such Preference Share held.

	 	 
	3 	
      Income and Capital

	 	 
	3.1 	
      Holders of Preference Shares shall be entitled to receive
      an amount equal to the Preference Share Entitlement in preference and
      priority to any assets of the Company being distributed or paid to any
      holders of Ordinary Shares. Additionally, if any distribution is declared
      and paid on any Ordinary Shares, at the same time a
      distribution in an equal amount per Share shall also be declared and paid
      on all Preference Shares on an "as converted" basis. The right to such
      distributions on Preference Shares shall not be cumulative and no rights
      shall accrue to holders of Preference Shares by reason of the fact that
      distributions on Ordinary Shares are not declared in any year.



1





	 	 	 
	3.2 	
      The Preference Dividend shall be paid in cash, accrue on
      a daily basis and shall be paid on each Preference Dividend Payment Date
      in respect of the immediately preceding Preference Dividend
  Period.

	 	 	 
	3.3 	
      The Preference Dividend shall be cumulative.
      Notwithstanding anything contained in this Schedule or the Articles, the
      Directors do not need to declare it. Any Preference Dividend shall become
      a debt due from and immediately payable by the Company to the holders of
      Preference Shares on:

	 	 	 
		(a) 	
      the Preference Dividend Payment Date if such debt can
      lawfully arise on such date or dates;

	 	 	 
		(b) 	
      otherwise as soon afterwards as such debt can lawfully
      arise.

	 	 	 
	3.4 	
      If the Company fails to pay in full any Preference
      Dividend on the relevant Preference Dividend Payment Date:

	 	 	 
		(a) 	
      on the Preference Dividend Payment Date in question the
      Company shall pay to the relevant holders of Preference Shares on account
      of the relevant Preference Dividends the maximum sum (if any) which can
      lawfully be paid by the Company;

	 	 	 
		(b) 	
      the whole amount of any unpaid Preference Dividend shall
      be increased by six per cent (6%) per annum (such amount accruing on a
      daily basis from the relevant Preference Dividend Payment Date until the
      date or dates of actual payment); and

	 	 	 
		(c) 	
      all arrears of Preference Dividend shall be carried
      forward and on each succeeding Preference Dividend Payment Date the
      Company shall pay on account of any outstanding balance, in the order of
      priority set out in Clause 3.5, such amount as can then lawfully be
      paid, and this procedure shall continue until such time as the relevant
      arrears have been paid in full.

	 	 	 
	3.5 	
      Whenever there are arrears of Preference Dividend
      outstanding, any funds of the Company which are available for lawful
      distribution shall be applied in the following order and
  priority:

	 	 	 
		(a) 	
      first, in payment of all arrears of Preference Dividend;
      and

	 	 	 
		(b) 	
      second, in payment of all Preference Dividend accruing
      subsequently.

	 	 	 
	3.6 	
      On winding up of the Company holders of Preference Shares
      shall, in priority to any payments to be made to holders of Ordinary
      Shares, be entitled to Preference Share Entitlement in proportion to the
      amount credited as paid up on the Preference Shares held, subject to a
      deduction from those Preference Shares in respect of which there are
      monies due, of all monies due to the Company for unpaid calls, or
      otherwise.



2





	4 	
      Conversion

	 	 
	4.1 	
      Conversion. All Preference Shares may be converted
      at the option of the holder thereof at any time; additionally, all
      Preference Shares automatically shall be converted into Ordinary Shares in
      the event that for a period of at least twenty (20) consecutive business
      days (i) the volume weighted average price of the Ordinary Shares equals
      or exceeds US$6.00 per Ordinary Share and (ii) average daily trading
      volume of the Ordinary Shares is at least 50,000 shares per day,
      provided, however, in no event shall the trading volume of
      the Ordinary Shares be lower than 30,000 shares on any business day during
      such twenty (20) consecutive business day period (the "Conversion"). On a
      Conversion, each Preference Share shall convert into one Ordinary Share.
      On the date of the Conversion, the Register of Members shall be updated to
      reflect the Conversion, and the person or persons entitled to receive the
      Ordinary Shares issuable upon such Conversion shall be treated for all
      purposes as the record holder or holders of such Ordinary Shares on that
      date. References in this Schedule to a "conversion" of Preference Shares
      shall be construed to mean the voluntary or compulsory redemption of the
      Preference Shares of any Member and, on behalf of such Member, automatic
      application of the proceeds of redemption in paying for the Ordinary
      Shares into which such Preference Shares have been converted. The new
      Ordinary Shares shall be registered in the name of the Member or in such
      name as the Member shall direct. On any Conversion, the holder of the
      Preference Share shall be entitled to all arrears and accruals of
      Preference Dividend (whether earned or declared or not) calculated down to
      the date on which such Preference Share is converted into Ordinary Shares
      but shall not be entitled to the repayment of the amount credited as paid
      up on the Preference Shares.

	 	 
	4.2 	
      Share Certificates. As soon as practicable
      following a Conversion, each holder of Preference Shares shall surrender
      the certificate or certificates evidencing such Preference Shares at the
      office of the Company's registrar. The Company, as soon as practicable
      thereafter, shall issue and deliver at such office to such holder or to
      the holder's nominee, one or more certificates evidencing the full number
      of Ordinary Shares to which such Member is entitled. No fractional
      Ordinary Shares shall be issued by the Company upon conversion of
      Preference Shares, In lieu of any fractional Ordinary Shares to which the
      holder of Preference Shares would otherwise be entitled, the Preference
      shall pay cash equal to such fraction multiplied by the fair market value
      of one Ordinary Share as determined by the Directors and all such
      fractional Ordinary Shares shall be disregarded.

	 	 
	4.3 	
      Subdivisions, Consolidations and Bonus Issues. In
      case the Company shall at any time subdivide the outstanding Ordinary
      Shares, or declare an issue of bonus shares on its Ordinary Shares, the
      number of Ordinary Shares issuable upon conversion of the Preference
      Shares immediately prior to such subdivision or the bonus issue shall be
      proportionately increased; and in case the Company shall at any time
      consolidate the Ordinary Shares, the number of Ordinary Shares issuable
      upon conversion of the Preference Shares of any series immediately prior
      to such consolidation shall be proportionately decreased. Any such changes
      shall be effective at the close of business on the date of such
      subdivision, consolidation or bonus issue, as the case may be.

	 	 
	4.4 	
      Reorganizations or Reclassifications. In case of
      any capital reorganization or reclassification, or any consolidation or
      merger to which the Company is a party other than a merger or
      consolidation in which the Company is the continuing corporation, or in
      case of any sale or conveyance to another entity of all or substantially
      all of the assets of the Company, or in the case of any statutory exchange
      of securities with another corporation (including any exchange effected in
      connection with a merger of a third corporation into the Company but
      excluding any exchange of securities or merger with another corporation in
      which the Company is a continuing corporation and that does not result in
      any reclassification of or similar change in the Ordinary
      Shares) (each such event, a “Reorganization”), a holder of Preference
      Shares, upon the conversion thereof at any time thereafter shall be
      entitled to receive, in lieu of the stock or other securities and property
      receivable upon the exercise hereof prior to such Reorganization, the
      stock or other securities or property to which such holder would have been
      entitled upon such consummation if such holder had converted the
      Preference Shares immediately prior thereto, all subject to further
      adjustment as provided in Clause 4.3 or 4.4. The Company shall not
      enter into any such Reorganization unless the terms of this Clause 4
      shall be applicable to the shares of stock or other securities
      properly receivable upon the conversion of the Preference Shares after
      such Reorganization. The Company shall also not enter into any such
      Reorganization unless the issuer of any shares of stock or other
      securities or property thereafter deliverable on the conversion of the
      Preference Shares is required to be responsible for all of the agreements
      and obligations of the Company immediately following such Reorganization.
      The Company shall also not enter into any such Reorganization unless
      notice of such Reorganization and of said provisions so proposed to be
      made, are required to be mailed to each holder of Preference Shares not
      less than ten (10) days prior to such event. A sale of all or
      substantially all of the assets of the Company for a consideration
      consisting primarily of securities shall be deemed a consolidation or
      merger for the foregoing purposes. The Company shall also not enter into
      any such Reorganization unless, upon any Reorganization (and any
      dissolution following any Reorganization) referred to in this Clause
      4, the Preference Shares will continue in full force and effect and
      the terms hereof (or equivalent terms) will be applicable to the shares of
      stock and other securities and property receivable on the conversion of
      the Preference Shares after the consummation of such Reorganization or the
      effective date of dissolution following any such Reorganization, as the
      case may be, and will be binding upon the issuer of any such stock or
      other securities, including, in the case of any such Reorganization, the
      person acquiring all or substantially all of the properties or assets of
      the Company, whether or not such person shall have expressly assumed the
      terms of the Preference Shares as provided in this Clause 4.4. The
      Company shall also not enter into any such Reorganization unless, in the
      event the Preference Shares do not continue in full force and effect after
      the consummation of the transactions described in this Clause 4.4,
      then the Company’s securities and property (including cash, where
      applicable) receivable by each holder of Preference Shares are required to
      be delivered to such holders.



3





	 	 
	4.5 	
      Whenever the number of Ordinary Shares into which the
      Preference Shares are convertible is adjusted as provided in this
      Clause 4 and upon any modification of the rights of the holders of
      Preference Shares in accordance with this Clause 4, the Company
      shall promptly prepare a brief statement of the facts requiring such
      adjustment or modification and the manner of computing the same and cause
      copies of such certificate to be mailed to the holders of Preference
      Shares. The Company may, but shall not be obligated to unless requested by
      holders holding a majority of the Preference Shares, obtain, at its
      expense, a certificate of a firm of independent public accountants of
      recognized standing selected by the Board of Directors (who may be the
      regular auditors of the Company) setting forth the number of Ordinary
      Shares into which the Preference Shares are convertible in effect after
      such adjustment or the effect of such modification, a brief statement of
      the facts requiring such adjustment or modification and the manner of
      computing the same and cause copies of such certificate to be mailed to
      the holders of Preference Shares.

	 	 
	4.6 	
      If the Board of Directors of the Company intends to
      declare or pay any dividend or other distribution with respect to the
      Ordinary Shares other than a cash distribution out of earned surplus, the
      Company shall mail notice thereof to the holders of the Preference Shares
      not less than ten (10) days prior to the record date fixed for determining
      stockholders entitled to participate in such dividend or other
      distribution.



4





	4.7 	
      In case any event shall occur as to which the other
      provisions of this Clause 4 are not strictly applicable but as to
      which the failure to make any adjustment would not fairly protect the
      conversion rights represented by the Preference Shares in accordance with
      the essential intent and principles of the adjustments set forth in this
      Clause 4 then, in each such case, the Board of Directors of the
      Company shall in good faith determine the adjustment, if any, on a basis
      consistent with the essential intent and principles established herein,
      necessary to preserve the conversion rights represented by the Preference
      Shares. Upon such determination, the Company will promptly mail a copy
      thereof to the holders of Preference Shares and shall make the adjustments
      described therein.



5




EXHIBIT B 

Investor Questionnaire 

This Questionnaire must be answered fully and returned
along with your completed subscription agreement in connection with your
prospective purchase of securities from Dragon Acquisition Corporation (the
“Company”). 

The Subscriber represents and warrants that he, she or it
comes within category as marked below, and that for any category marked, he, she
or it has truthfully set forth, where applicable, the factual basis or reason
the Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS
SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish
any additional information which the Company deems necessary in order to verify
the answers set forth below. 

Capitalized terms used herein without definition shall
have the respective meanings given such terms as set forth in the subscription
agreement between Dragon Acquisition Corporation and the subscriber signatory
thereto (the “Agreement”).

(1)      The undersigned represents
and warrants that he, she or it comes within at least one category marked below,
and that for any category marked, he, she or it has truthfully set forth, where
applicable, the factual basis or reason the undersigned comes within that
category. The undersigned agrees to furnish any additional information which the
Company deems necessary in order to verify the answers set forth below 

	[ ]	
      The undersigned is an individual (not a partnership,
      corporation, etc.) whose individual net worth, or joint net worth
      with his or her spouse, presently exceeds $1,000,000.
  




  
    
Explanation. In calculating net worth you may include equity in
personal property and real estate, including your principal residence, cash,
short-term investments, stock and securities. Equity in personal property and
real estate should be based on the fair market value of such property less debt
secured by such property. 

    

  



	[ ]	
      The undersigned is an individual (not a partnership,
      corporation, etc.) who had an income in excess of $200,000 in each
      of the two most recent years, or joint income with his or her spouse
      in excess of $300,000 in each of those years (in each case
      including foreign income, tax exempt income and full amount of
      capital gains and losses but excluding any income of other family
      members and any unrealized capital appreciation) and has a reasonable
      expectation of reaching the same income level in the current
      year. 

	 	
       

	[ ]	
      The undersigned is a director or executive officer of
      the Company which is issuing and selling the Units. 

	 	
       

	[ ]	
      The undersigned is a bank; a savings and loan
      association; insurance company; registered investment company;
      registered business development company; licensed small business
      investment company (“SBIC”); or employee benefit
      plan within the meaning of Title 1 of ERISA and (a) the investment
      decision is made by a plan fiduciary which is either a bank,
      savings and loan association, insurance company or registered
      investment advisor, or (b) the plan has total assets in excess of
      $5,000,000 or (c) is a self directed plan with investment decisions
      made solely by Persons that are accredited Subscribers. (describe
      entity) 



1 




______________________________________________________ 

  ______________________________________________________ 

	[ ]	
      The undersigned is a private business development
      company as defined in section 202(a)(22) of the Investment Advisors
      Act of 1940. (describe entity) 



______________________________________________________

______________________________________________________ 



	[ ]	
      The undersigned is either a corporation, partnership,
      Massachusetts business trust, or non-profit organization within the
      meaning of Section 501(c)(3) of the Internal Revenue Code, in each
      case not formed for the specific purpose of acquiring the Units and with
      total assets in excess of $5,000,000. (describe entity)
  



______________________________________________________


  ______________________________________________________ 

	[ ]	
      The undersigned is a trust with total assets in excess
      of $5,000,000, not formed for the specific purpose of acquiring the
      Units, where the purchase is directed by a “sophisticated person” as
      defined in Regulation 506(b)(2)(ii) under the Securities Act.
    

	 	
       

	[ ]	
      The undersigned is an entity (other than a trust) all
      of the equity owners of which are “accredited investors” within one
      or more of the above categories. If relying upon this Category H
      alone, each equity owner must complete a separate copy of this
      Agreement. (describe entity) 




______________________________________________________ 

	[  ]	The undersigned is not within
      any of the categories above and is therefore not an accredited
      investor. 



  
    
The undersigned agrees that the undersigned will notify the
Company at any time on or prior to the Closing Date in the event that the
representations and warranties made by the undersigned in this Agreement shall
cease to be true, accurate and complete. 

    

  



2 




GENERAL INFORMATION 

Name: ________________________________

Date of Birth: ______________________________


Residence Address:

_______________________________________________________________


Business Address:

________________________________________________________________


Home Telephone No.:

______________________________________________________________


Business Telephone No:

____________________________________________________________


E-mail Address:

___________________________________________________________________


Preferred Mailing Address:
________Business          
or _________Home (check one) 

Social Security Number:

____________________________________________________________


Marital Status:

____________________________________________________________________


3 




(2)      SUITABILITY
(please answer each question) 

(a) For an individual Subscriber, please describe your current
employment, including the company by which you are employed and its principal
business:

_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_________________________________

(b) For an individual Subscriber, please describe any college
or graduate degrees held by you:

_____________________________________________________________________________________
_____________________________________________________________________________________
______________________________________________

(c) For all Subscribers, please list types of prior
investments:

_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_________________________________

(d) For all Subscribers, please state whether you have you
participated in other private placements before: 

Yes
_________            
No __________


(e) If your answer to question (d) above was “YES”, please
indicate frequency of such prior participation in private placements of:


	 	Public 	Private 	Public or Private 	 
	 	Companies 	Companies 	[______________] 	 
	 	  	  	 	 
	Frequently 	_______________	_______________	_______________	 
	Occasionally 	_______________	_______________	_______________	 
	Never 	_______________	_______________	_______________	 


(f) For individual Subscribers, do you expect your current
level of income to significantly decrease in the foreseeable future: 

Yes
_________            
No __________

(g) For trust, corporate, partnership and other institutional
Subscribers, do you expect your total assets to significantly decrease in the
foreseeable future:

Yes
_________            
No __________

(h) For all Subscribers, do you have any other investments or
contingent liabilities which you reasonably anticipate could cause you to need
sudden cash requirements in excess of cash readily available to you:

Yes
_________            
No __________


4 




(i) For all Subscribers, are you familiar with the risk aspects
and the non-liquidity of investments such as the securities for which you seek
to subscribe? 

Yes
_________            
No __________

(j) For all Subscribers, do you understand that there is no
guarantee of financial return on this investment and that you run the risk of
losing your entire investment? 

Yes
_________            
No __________


(3)      MANNER IN WHICH TITLE
IS TO BE HELD. (circle one) 

	 	(a) 	
      Individual Ownership

	 	(b) 	
      Community Property

	 	(c) 	
      Joint Tenant with Right of Survivorship (both parties
      must sign)

	 	(d) 	
      Partnership*

	 	(e) 	
      Tenants in Common

	 	(f) 	
      Company*

	 	(g) 	
      Trust*

	 	(h) 	
      Other



*If Units are being subscribed for by an entity, the
Certificate of Signatory attached as Exhibit II to the Subscription
Agreement must also be completed. 

(4)      FINRA AFFILIATION.


Are you affiliated or associated with a FINRA member firm
(please check one): 

Yes
_________            
No __________


If yes, please describe:

_________________________________________________________

_________________________________________________________

_________________________________________________________


If Subscriber is a Registered Representative with a FINRA
member firm, have the following acknowledgment signed by the appropriate party:


The undersigned FINRA member firm acknowledges receipt of the
notice required by the Rules of Fair Practice. 

_________________________________
Name of FINRA Member Firm


By:
______________________________
                    Authorized
Officer 

Date: ____________________________


5 




(5)      FOR
TRUST SUBSCRIBERS. 

          A.
Certain trusts generally may not qualify as accredited investors except under
special circumstances. Therefore, if you intend to purchase the shares of the
Company’s stock in whole or in part through a trust, please answer each of the
following questions. 

          Is
the trustee of the trust a national or state bank that is acting in its
fiduciary capacity in making the investment on behalf of the trust? 

Yes [
]            No [ ] 

          Does
this investment in the Company exceed 10% of the trust assets? 

Yes [
]            No [ ] 

          B.
If the trust is a revocable trust, please complete Question 1 below. If
the trust is an irrevocable trust, please complete Question 2 below. 

1.      REVOCABLE TRUSTS 

Can the trust be amended or revoked at
any time by its grantors: 

Yes [
]            No [ ] 

If yes, please answer the following
questions relating to each grantor (please add sheets if necessary): 

Grantor Name: 

Net worth of grantor (including
spouse, if applicable), including home, home furnishings and automobiles exceeds
$1,000,000? 

Yes [
]            No [ ] 

OR 

Income (exclusive of any income
attributable to spouse) was in excess of $200,000 for 2008 and 2009 and is
reasonably expected to be in excess of $200,000 for 2010? 

Yes [
]            No [ ] 

OR 

Income (including income attributable
to spouse) was in excess of $300,000 for 2008 and 2009 and is reasonably
expected to be in excess of $300,000 for 2010? 

Yes [
]            No [ ] 

6 




2.      IRREVOCABLE
TRUSTS 

If the trust is an irrevocable trust,
please answer the following questions: 

Please provide the name of each
trustee: 

Trustee Name: 

Trustee Name: 

Does the trust have assets greater
than $5 million? 

Yes [
]           No [ ] 

Do you have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Company? 

Yes [
]           No [ ] 

Indicate how often you invest in: 

(i)         Marketable
Securities 

Often [ ] Occasionally [ ] Seldom [ ]
Never [ ] 

(ii)        Restricted
Securities 

Often [ ] Occasionally [ ] Seldom [ ]
Never [ ] 

(iii)     
Venture Capital Companies 

Often [ ] Occasionally [ ] Seldom [ ]
Never [ ] 

[Signature Page follows]

7




By signing this Questionnaire, I hereby confirm the following
statements: 

          (a)     
I am aware that the offering of Units will involve securities that are not
transferable and for which no market exists, thereby requiring my investment to
be maintained for an indefinite period of time. 

          (b)      I
acknowledge that any delivery to me of a final draft copy of the Current Report
on Form 8-K relating to the Units prior to the determination by the Company of
my suitability as an investor, shall not constitute an offer of such Units until
such determination of suitability shall be made, and I agree that I shall
promptly return the final draft copy of the Current Report on Form 8-K to the
Company upon request. 

          (c)      My
answers to the foregoing questions are, and were on any date (if any) that I
previously subscribed for Units in the Company, true and complete to the best of
my information and belief and were true on any date that I previously as of, and
I will promptly notify the Company of any changes in the information I have
provided. 

Executed:


Date: ________________


_______________________________________________
          (Printed
Name) 


__________________________________________
          (Signature)



__________________________________________
          (Printed
Name of Joint Subscriber)



________________________________________ 
          (Signature
of Joint Subscriber) 


-8-




CERTIFICATE OF SIGNATORY 

 

          I,
____________________________, am the ____________________________of
__________________________________________(the “Entity”). 

          I
certify that I am empowered and duly authorized by the Entity to execute and
carry out the terms of that certain Subscription Agreement dated as of
___________, 2010, by and between the Entity and Dragon Acquisition Corporation
(the “Subscription Agreement”), and to purchase and hold the Units (as defined
in the Subscription Agreement), and certify further that the Subscription
Agreement has been duly and validly executed on behalf of the Entity and
constitutes a legal and binding obligation of the Entity. 

          IN
WITNESS WHEREOF, I have set my hand this _____day of _____________, 2010.

 

_______________________________________
(Signature) 


[Certificate of Signatory to the Subscription
Agreement]