Dragon Acquisition Corporation - Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR
OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH
REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION IS IN COMPLIANCE WITH THE SECURITIES ACT OR UNLESS SOLD IN FULL
COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT. 

Dragon Acquisition Corporation

Warrant for the Purchase of Ordinary Shares 

	No. 2010-[   ] 	__________ Shares 


          FOR
VALUE RECEIVED, Dragon Acquisition Corporation, a Cayman Islands company (the
“Company”), hereby certifies that [________________], its designee or its
permitted assigns, subject to the terms set forth below, is entitled to purchase
from the Company, at any time or from time to time commencing on April 14, 2010
(the “Issuance Date”) and prior to 5:00 P.M., New York City time, on
April 13, 2015 (the “Exercise Period”), [________________] fully paid and
non-assessable ordinary shares, $0.002112 par value per share, of the Company
for the Per Share Warrant Price (as defined below). Hereinafter, (i) said
ordinary shares, $0.002112 par value per share, of the Company, are referred to
as the “Ordinary Shares”; (ii) the Ordinary Shares (subject to adjustment
as set forth herein) purchasable under the Warrant (as hereinafter defined) are
referred to as the “Warrant Shares”; (iii) the aggregate purchase price
payable for the Warrant Shares purchasable hereunder is referred to as the
“Aggregate Warrant Price”; (iv) the price payable (initially $6.00 per
share subject to adjustment as set forth herein) for each of the Warrant Shares
hereunder is referred to as the “Per Share Warrant Price”; (v) this
warrant and any warrant hereafter issued in exchange or substitution for this
warrant hereunder is referred to as the “Warrant”; (vi) this Warrant, all
other warrants issued under that Subscription Agreement (as defined below), and
any warrant hereafter issued in exchange or substitution for this Warrant or
such other warrants issued under that Subscription Agreement (as defined below)
are referred to as the “Warrants”; and (vii) the holder or their
permitted or registered assigns of this Warrant is referred to as the
“Holder” and the holder of this Warrant and all other Warrants are
referred to as the “Holders” and Holders of more than fifty percent (50%)
of the Ordinary Shares then issuable upon exercise of then outstanding Warrants
are referred to as the “Majority of the Holders”). 

          
This Warrant is one of the Warrants to purchase Ordinary Shares issued pursuant
to a Subscription Agreement (the “Subscription Agreement”) between
the Company and the Subscribers named therein in connection with a private
placement by the Company of units (the “Units”), each Unit consisting of
one (1) of the Company’s 6% Convertible Preference Shares, par value $0.002112
per share, and a Warrant to purchase one-half of one of the Ordinary Shares. By
acceptance of this Warrant, the Holder agrees to comply with all applicable
provisions of the Subscription Agreement. Defined terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the
Subscription Agreement. 

	1. 	
      Exercise of Warrant.

	 	 	 
		(a) 	
      Except as set forth in Section 1(d) below, this
      Warrant may be exercised in whole at any time, or in part from time to
      time, by the Holder during the Exercise Period by
the surrender of this Warrant (with the exercise notice, in
      the form attached hereto as Exhibit A (the “Exercise
      Notice”), duly executed) at the address set forth in Section 14(a)
      hereof, together with payment in immediately available funds of the
      Aggregate Warrant Price, or the proportionate part thereof if this Warrant
      is exercised in part, with payment for the Warrant Shares made by
      certified or official bank check payable to the order of, or wire transfer
      of immediately available funds to, the Company. If this Warrant is
      exercised in part, this Warrant must be exercised for a number of whole
      shares of the Ordinary Shares and the Holder is entitled to receive a new
      Warrant covering the Warrant Shares that have not been exercised and
      setting forth the proportionate part of the Aggregate Warrant Price
      applicable to such Warrant Shares.








	 	 	 
	 	(b) 	
      In lieu of making the cash payment otherwise contemplated
      to be made to the Company upon such exercise in payment of the Aggregate
      Warrant Price, the Holder may elect to exercise this Warrant by a cashless
      exercise (the “Cashless Exercise”) and shall receive the number of
      Ordinary Shares equal to an amount (as determined below) by surrendering
      this Warrant at the address set forth in Section 14(a) hereof
      together with the properly endorsed Notice of Exercise in which event the
      Company shall issue to the Holder a number of Ordinary Shares determined
      according to the following formula:



X = (A x (B – C))/B

For purposes of the foregoing
formula:

          X=      the
total number of Ordinary Shares to be issued to the Holder.

          A=      The
number of Ordinary Shares with respect to which this Warrant is being
exercised.

          B=      the
Closing Sale Price (as defined in Section 2(a)) of the Ordinary Shares on the
trading day immediately preceding the date of the Exercise Notice.

          C=      the
Per Share Warrant Price then in effect at the time of such exercise.

	 	(c) 	
      Upon surrender of this Warrant in connection with the
      exercise of this Warrant pursuant to the terms hereof, the Company will
      (i) issue a certificate or certificates in the name of the Holder for the
      largest number of whole shares of the Ordinary Shares to which the Holder
      shall be entitled upon such exercise and, if this Warrant is exercised in
      whole, no fractional Ordinary Shares are to be issued, but rather the
      number of Ordinary Shares to which the Holder shall be entitled, shall be
      rounded up to the nearest whole number, and (ii) deliver the other
      securities and properties receivable upon the exercise of this Warrant, or
      the proportionate part thereof, if this Warrant is exercised in part,
      pursuant to the provisions of this Warrant.

	 	 	 
	 	(d) 	
      Notwithstanding anything herein to the contrary, in no
      event shall the Holder have the right or be required to exercise this
      Warrant to the extent, and only to the extent, that as a result of such
      exercise, the aggregate number of Ordinary Shares beneficially owned by
      the Holder, its affiliates and any “group” (as defined in accordance with
      Section 13(d) of the Securities Exchange Act of 1934, as amended and the
      rules promulgated thereunder (the “Exchange Act”)) of which the
      Holder may be deemed to be a party (each, an “Affiliate” and
      collectively, the “Affiliates”) would exceed 9.99% of the
      outstanding Ordinary Shares (the “Beneficial Ownership Limitation”)
      immediately after giving effect to such exercise. For purposes of this Section,
      beneficial ownership shall be calculated in accordance with Sections 13(d)
      and Section 16(a) of the Exchange Act. The provisions of this Section
      1(d) may be waived by a Holder as to itself (and solely as to itself)
      upon not less than sixty-five (65) days prior written notice to the
      Company. For purposes of this Warrant, in determining the number of
      outstanding Ordinary Shares, the Holder may rely upon the number of
      outstanding Ordinary Shares as reflected in the Company’s most recent
      annual or quarterly report on Form 10-K or Form 10-Q,
  respectively.



-2- 





	 	 	 
	 	(e) 	
      Upon exercise of this Warrant, the Company shall promptly
      (but in no event later than ten (10) business days after the date the
      Exercise Notice is delivered to the Company (the “Exercise Date”))
      issue or cause to be issued and cause to be delivered to or upon the
      written order of the Holder (together with such other transfer
      documentation as may be reasonably requested by the Company) and in such
      name or names as the Holder may designate (provided that, if the
      Registration Statement (as defined in the Subscription Agreement) is not
      effective and the Holder directs the Company to deliver a certificate for
      the Warrant Shares in a name other than that of the Holder or an Affiliate
      of the Holder, it shall deliver to the Company on the Exercise Date an
      opinion of counsel reasonably satisfactory to the Company to the effect
      that the issuance of such Warrant Shares in such other name may be made
      pursuant to an available exemption from the registration requirements of
      the Securities Act and all applicable state securities or blue sky laws),
      a certificate for the Warrant Shares issuable upon such exercise, free of
      restrictive legends, unless the Registration Statement covering the resale
      of the Warrant Shares and naming the Holder as a selling stockholder
      thereunder is not then effective or the Warrant Shares are not freely
      transferable without volume restrictions pursuant to Rule 144(b) under the
      Securities Act. The Holder, or any person permissibly so designated by the
      Holder to receive Warrant Shares, shall be deemed to have become the
      holder of record of such Warrant Shares as of the Exercise
  Date.




	2. 	
      Forced Exercise:

	 	 	 
		(a) 	
      At any time after (i) the Registration Statement(s) are
      declared effective and (ii) the Ordinary Shares are listed on a national
      exchange, the Company may exercise its right, at its option, to cause the
      Holders to exercise the Warrants in whole at the Per Share Warrant Price
      if for a period of at least 60 consecutive trading days (i) the Closing
      Sale Price of the Ordinary Shares equals or exceeds $10.00 per Ordinary
      Share for at least 60 consecutive trading days and (ii) average daily
      volume of the Ordinary Shares is at least 50,000 shares per day, provided,
      however, in no event shall the trading volume be lower than 30,000 shares
      on any trading day during such 60 consecutive trading day period. For the
      purposes of this Warrant, “Closing Sale Price” means the last closing
      trade price for the Ordinary Shares on a national exchange, as reported by
      Bloomberg, L.P. (“Bloomberg”), or, if the national exchange begins
      to operate on an extended hours basis and does not designate the closing
      trade price, then the last trade price of such Ordinary Shares prior to
      4:00 p.m., New York Time, as reported by Bloomberg.

	 	 	 
		(b) 	
      To exercise the forced exercise right described in
      Section 2(a), the Company must give notice by mail to the Holders, or
      cause DTC to send notice to its participants that own the Warrants, within
      one (1) business day following any date on which the conditions of the
      forced exercise described in Section 2(a) are met announcing the Company’s
      intention to exercise its right to cause the forced exercise of the
      Warrant. The forced exercise date will be a date selected by the Company
      (the “Forced Exercise Date”) and will be the earlier of (i) no more
      than five (5) days after the date of the notice described in
  this Section 2(b) is mailed to the Holders and (ii) the date
      that such notice is sent by DTC to its participants that own the
      Warrants.



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	 	(c) 	
      In addition to any information required by applicable law
      and regulation, the notice of a forced exercise described in Section 2(b)
      shall state, as appropriate: (i) the Forced Exercise Date; (ii) the number
      of Ordinary Shares to be issued upon exercise of the Warrant; (iii) the
      Aggregate Warrant Price to be paid by each such Holder; and (iv) the place
      where the Warrants are to be surrendered for exercise.

	 	 	 
	 	(d) 	
      Notwithstanding the foregoing, if the Company’s exercise
      of its forced exercise right would result in a Holder being the beneficial
      owner of more than such Holder’s Beneficial Ownership Limitation, then the
      Warrants held by such Holder shall not be exercised for Ordinary Shares
      pursuant to Section 2 on the Forced Exercise Date, but instead such
      Holder’s Warrants shall be exercised 60 days after the Forced Exercise
      Date provided that during the 60-day period from and after the
      Forced Exercise Date, all rights of such Holder with respect to the
      Warrants shall otherwise remain in full force and
effect.



3.        Reservation
of Warrant Shares; Listing. The Company agrees that, prior to the
expiration of this Warrant, the Company shall at all times (a) have authorized
and in reserve, and shall keep available, solely for issuance and delivery upon
the exercise of this Warrant, one hundred (100%) percent of the Ordinary Shares
issuble, from time to time, upon the exercise of this Warrant, free and clear of
all restrictions on sale or transfer, other than under Federal or state
securities laws, and free and clear of all preemptive rights and rights of first
refusal and (b) if the Company hereafter lists its Ordinary Shares on any
national securities exchange, including NASDAQ, use its commercially reasonable
efforts to keep the Warrant Shares authorized for listing on such exchange upon
notice of issuance. The Company covenants that all Warrant Shares so issuable
and deliverable shall, upon issuance and the payment of the applicable Per Share
Warrant Price in accordance with the terms hereof, be duly authorized, validly
issued, fully paid and nonassessable, free from all taxes, liens and charges in
respect of the issue thereof. The Company further covenants that its issuance of
this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates, to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant by the Holder. The Company will take all such action
as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the OTC Bulletin Board, exchange, trading market of other
inter-dealer electronic quotation system upon which the Ordinary Shares may be
listed. 

4.        Certain
Adjustments. 

	 	(a) 	
      Stock Dividends and Splits. If the Company, at any
      time while this Warrant is outstanding: (i) pays a stock dividend or
      otherwise make a distribution or distributions on the Ordinary Shares or
      any other equity or equity equivalent securities payable in Ordinary
      Shares (which, for avoidance of doubt, shall not include any Ordinary
      Shares issued by the Company upon exercise of this Warrant) (“Ordinary
      Shares Equivalents”), (ii) subdivides outstanding Ordinary Shares into
      a larger number of shares, (iii) combines (including by way of reverse
      stock split) outstanding Ordinary Shares into a smaller number of shares,
      or (iv) issues by reclassification of the Ordinary Shares of the Company,
      then in each case the Per Share Warrant Price shall be multiplied by a
      fraction the numerator of which shall be the number of Ordinary Shares
      (excluding treasury shares, if any) outstanding immediately before such
      event and the denominator of which shall be the number of Ordinary Shares
      outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant
      shall be proportionately adjusted. Any adjustment made pursuant to this
      Section 4(a) shall become effective at the close of business on the
      record date for the determination of stockholders entitled to receive such
      dividend or distribution and shall become effective at the close of
      business on the effective date in the case of a subdivision, combination
      or re-classification. The number of Ordinary Shares that the Holder shall
      thereafter, on the exercise hereof as provided in Section 1, be entitled
      to receive shall be adjusted to a number determined by multiplying the
      number of Ordinary Shares that would otherwise (but for the provisions of
      this Section 4(a)) be issuable on such exercise by a fraction of
      which (a) the numerator is the Per Share Exercise Price that would
      otherwise (but for the provisions of this Section 4(a)) be in
      effect, and (b) the denominator is the Per Share Exercise Price in effect
      on the date of such exercise (taking into account the provisions of this
      Section 4(a)).



-4- 





	 	 	 
	 	(b) 	
      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”), the
      Holder, upon the exercise hereof 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 exercised this Warrant
      immediately prior thereto, all subject to further adjustment as provided
      in Section 4(a) or 4(b); and in each such case, the terms of
      this Section 4 shall be applicable to the shares of stock or other
      securities properly receivable upon the exercise of this Warrant after
      such Reorganization. The Company shall require the issuer of any shares of
      stock or other securities or property thereafter deliverable on the
      exercise of this Warrant to be responsible for all of the agreements and
      obligations of the Company hereunder. Notice of any such Reorganization
      and of said provisions so proposed to be made, shall be mailed to the
      Holder 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. Upon any Reorganization (and any
      dissolution following any Reorganization) referred to in this Section
      4, this Warrant shall continue in full force and effect and the terms
      hereof shall be applicable to the shares of stock and other securities and
      property receivable on the exercise of this Warrant after the consummation
      of such Reorganization or the effective date of dissolution following any
      such Reorganization, as the case may be, and shall 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 this Warrant as provided in this
      Section 4(b). In the event this Warrant does not continue in full
      force and effect after the consummation of the transactions described in
      this Section 4(b), then the Company’s securities and property
      (including cash, where applicable) receivable by the Holder will be
      delivered to the Holder.



-5- 





	 	(c) 	
      No adjustment in the Per Share Warrant Price shall be
      required unless such adjustment would require an increase or decrease of
      at least $0.01 per Ordinary Share; provided, however, that
      any adjustments which by reason of this Section 4(c) are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment; provided, further, however, that
      adjustments shall be required and made in accordance with the provisions
      of this Section 4(other than this Section 4(c)) not later
      than such time as may be required in order to preserve the tax-free nature
      of a distribution, if any, to the Holder of this Warrant or Ordinary
      Shares issuable upon the exercise hereof. All calculations under this
      Section 4 shall be made to the nearest cent or to the nearest
      1/100th of a share, as the case may be. Anything in this Section 4
      to the contrary notwithstanding, the Company shall be entitled to make
      such reductions in the Per Share Warrant Price, in addition to those
      required by this Section 4, as it in its discretion shall deem to
      be advisable in order that any stock dividend, subdivision of shares or
      distribution of rights to purchase stock or securities convertible or
      exchangeable for stock hereafter made by the Company to its stockholders
      shall not be taxable. Anything in this Section 4 to the contrary
      notwithstanding, no adjustment made pursuant to any provision of this
      Section 4 shall have the net effect of increasing the Per Share
      Warrant Price in relation to the split adjusted and distribution adjusted
      price of the Ordinary Shares issuable upon exercise.

	 	 	 
	 	(d) 	
      Whenever the Per Share Warrant Price or the number of
      Warrant Shares is adjusted as provided in this Section 4 and upon
      any modification of the rights of the Holder in accordance with this
      Section 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 Holder. The Company may, but shall not be obligated to unless
      requested by a Majority of the Holders, 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 Per Share Warrant Price and the
      number of Warrant Shares 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.

	 	 	 
	 	(e) 	
      If the Board of Directors of the Company shall declare
      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 Holder not less than ten (10) days prior to the
      record date fixed for determining stockholders entitled to participate in
      such dividend or other distribution.

	 	 	 
	 	(f) 	
      If, as a result of an adjustment made pursuant to this
      Section 4, the Holder thereafter surrendered for exercise shall
      become entitled to receive shares of two or more classes of capital stock
      or Ordinary Shares and other capital stock of the Company, the Board of
      Directors (whose determination shall be conclusive and shall be described
      in a written notice to the Holder promptly after such adjustment) shall
      determine, in good faith, the allocation of the adjusted Per Share Warrant
      Price between or among shares or such classes of capital stock or Ordinary
      Shares and other capital stock.

	 	 	 
	 	(g) 	
      In case any event shall occur as to which the other
      provisions of this Section 4 are not strictly applicable but as to
      which the failure to make any adjustment would not fairly protect the
      purchase rights represented by this Warrant in accordance with the
      essential intent and principles of the adjustments set forth in this
      Section 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 purchase rights represented by the Warrant. Upon such determination, the
Company will promptly mail a copy thereof to the Holder and shall make the
adjustments described therein. 



-6- 




 

5.        Fully Paid
Stock; Taxes. The Ordinary Shares represented by each and every
certificate for Warrant Shares delivered on the exercise of this Warrant shall,
subject to compliance by the Holder with the terms hereof, at the time of such
delivery, be duly authorized, validly issued and outstanding, fully paid and
nonassessable, free from all taxes, liens and charges in respect of the issue
thereof and not subject to preemptive rights or rights of first refusal imposed
by any agreement to which the Company is a party, and the Company will take all
such actions as may be necessary to assure that the par value, if any, per share
of the Ordinary Shares is at all times equal to or less than the then Per Share
Warrant Price. The Company shall pay, when due and payable, any and all Federal
and state stamp, original issue or similar taxes which may be payable in respect
of the issue of any Warrant Share or any certificate thereof to the extent
required because of the issuance by the Company of such security. 

6.        Registration
Under Act. The Holder shall have the right to participate in the
registration rights granted to purchasers of the Units (as defined in the
Subscription Agreement) pursuant to Section VIII of the Subscription Agreement.
By acceptance of this Warrant, the Holder agrees to comply with the provisions
in Section VIII of the Subscription Agreement. 

7.        Loss, etc.,
of Warrant. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination. 

8.        Assignment;
Exchange of Warrant. Subject to compliance with any applicable
securities laws and the conditions set forth in any restrictive legend appearing
on the face hereof, this Warrant and all rights hereunder are transferable, in
whole or in part, upon surrender of this Warrant at the principal office of the
Company, together with a written assignment of this Warrant substantially in the
form attached hereto as Exhibit B, duly executed by the Holder or its agent or
attorney and funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled. This Warrant, if properly assigned, may be exercised by a
new holder for the purchase of Warrant Shares without having a new Warrant
issued. 

9.        Warrant
Holder Not Stockholder. This Warrant does not confer upon the Holder any
right to vote on or consent to or receive notice as a stockholder of the
Company, as such, in respect of any matters whatsoever, nor any other rights or
liabilities as a stockholder, prior to the exercise hereof; this Warrant does,
however, require certain notices to the Holder as set forth herein. 

10.      Warrant
Agent. The Company may, by written notice to the Holder, appoint an
agent for the purpose of issuing Ordinary Shares (or Other Securities) on the
exercise of this Warrant pursuant to Section 1, and replacing this
Warrant pursuant to Section 7, or any of the foregoing, and thereafter
any such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent. 

-7- 




11.      Transfer on the
Company’s Books. Until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary. 

12.      No Rights as
Shareholder Until Exercise. This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the
exercise hereof. 

13.      Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action
or the expiration of any right required or granted herein shall be a Saturday,
Sunday or a legal holiday, then such action may be taken or such right may be
exercised on the next succeeding day not a Saturday, Sunday or legal holiday.


14.      Communication.
No notice or other communication under this Warrant shall be effective or deemed
to have been given unless, the same is in writing and is mailed by first-class
mail, postage prepaid, or via recognized overnight courier with confirmed
receipt, addressed to: 

	 	(a) 	
      the Company at




	 	  	Dragon Acquisition Corporation
  
	 	  	Shandong Motorway Building 
	 	  	29 Miaoling Road 
	 	  	Qingdao 266000 
	 	  	People’s Republic of China 
	 	  	  
	 	With copies to: 	Pillsbury Winthrop Shaw Pittman
      LLP 
	 	  	2300 N Street NW 
	 	  	Washington, D.C. 20037 
	 	  	Facsimile: 202.663.8007 
	 	  	Attn.: Louis A. Bevilacqua, Esq.
    



	 	(b) 	
      the Holder at the address last furnished to the Company
      in writing by the Holder.



15.      Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the the Majority of the
Holders. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY
ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE
BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN
THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE
THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The
individuals executing this Warrant on behalf of the Company agree to submit to
the jurisdiction of such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorneys’ fees
and costs. In the event that any provision of this Warrant is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Warrant.
The headings in this Warrant are for purposes of reference only, and shall not
limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision hereof. The Company acknowledges that
legal counsel participated in the preparation of this Warrant and, therefore,
stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall
not be applied in the interpretation of this Warrant to favor any party against
the other party. 

-8- 




          IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by the
undersigned duly authorized officer, this 14th day of April, 2010.


DRAGON ACQUISITION CORPORATION


 

By:
______________________________________
Name: Yang Chen 
Title: Chief
Financial Officer 




EXHIBIT A 

FORM OF EXERCISE NOTICE 

Dragon Acquisition Corporation 

(To be executed by the Holder to exercise the right to

purchase Ordinary Shares under the foregoing Warrant) 

The undersigned _______________, pursuant to the provisions of
the within Warrant, hereby elects to purchase ________________ Ordinary Shares
of Dragon Acquisition Corporation, a Cayman Islands corporation, covered by the
within Warrant. 

	Dated:     _________________________________	Signature 
	 	                       
      _________________________________ 
	  	Address 
	 	                       
      _________________________________
	 	 
	 	                       
      _________________________________


Number of Ordinary Shares beneficially owned or deemed
beneficially owned by the Holder on the date of Exercise:
________________________

The undersigned is an “accredited investor” as defined in
Regulation D under the Securities Act of 1933, as amended. 

The undersigned intends that payment of the Per Share Warrant
Price shall be made as (check one): 

Cash Exercise _______ 

Cashless Exercise _______ 

If the Holder has elected a Cash Exercise, the Holder shall pay
the sum of $________ by certified or official bank check (or via wire transfer)
to the Issuer in accordance with the terms of the Warrant. 

If the Holder has elected a Cashless Exercise, a certificate
shall be issued to the Holder for the number of shares equal to the whole number
portion of the product of the calculation set forth below, which is ___________.
The Issuer shall pay a cash adjustment in respect of the fractional portion of
the product of the calculation set forth below in an amount equal to the product
of the fractional portion of such product and the Per Share Market Value on the
date of exercise, which product is ____________. 

X = (A x (B – C))/B

Where: 

The number of Ordinary Shares to be issued to the Holder
__________________ (“X”). 

The number of Ordinary Shares with respect to which this
Warrant is being exercised ___________________________(“A”). 

The Closing Sale Price of the Ordinary Shares on the trading
day immediately preceding the date of the Exercise Notice
_______________________(“B”). 

The Per Share Warrant Price ______________(“C”). 




EXHIBIT B 

ASSIGNMENT 

          FOR
VALUE RECEIVED _______________ (“Assignor”) hereby sells, assigns and
transfers unto ____________________ (“Transferee”) the foregoing Warrant
and all rights evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of Dragon
Acquisition Corporation. By acceptance of the foregoing Warrant, Transferee
shall become a Holder under said Warrant and subject to the rights, obligations
and representations of Holder set forth in said Warrant. 

	ASSIGNOR: 	  
	 	 
	Dated:_______________________ 	Signature:____________________________ 
	 	 
	  	Address:_____________________________ 
	  	  
	 	 
	TRANSFEREE: 	  
	 	 
	Dated:_______________________ 	Signature:____________________________ 
	 	 
	  	Address:_____________________________