Dragon Acquisition Corporation - Exhibit 10.5 - Filed by newsfilecorp.com






Exhibit 10.5 

LOCKUP AGREEMENT 

          This
AGREEMENT (the “Agreement”) is made as of April 14, 2010 by _________
(“Holder”), in connection with its ownership of shares of Dragon Acquisition
Corporation, a Cayman Islands company (the “Company”). Capital terms used and
not otherwise defined herein shall have the respective meanings set forth in the
Subscription Agreement of the Company, dated as of April 14, 2010, and its
attachments thereto. 

          NOW
THEREFORE, for good and valuable consideration, the sufficiency and receipt of
which consideration are hereby acknowledged, Holder agrees as follows: 

Background 

          A.      The
Company is offering to certain investors (the “Investors”), on a “best efforts”
basis, investment units (“Units”), each Unit consisting of (i) one (1) of the
Company’s 6% Convertible Preference Shares, par value $0.002112 per share,
convertible into one of the Company’s ordinary shares, par value $0.002112 per
share (the “Ordinary Shares”) and (ii) one (1) warrant to purchase one-half of
one of the Ordinary Shares, at a per share exercise price of $6.00 (or two
half-shares for $3.00 each), for aggregate gross proceeds of a minimum of
$15,000,000 (or a lower amount at the discretion of the Company and the
Placement Agent) and up to a maximum of $20,000,000 (the “Offering”), in
reliance upon an exemption from securities registration afforded by Regulation D
and/or Regulation S as promulgated under the Securities Act of 1933, as amended
(the “Securities Act”) and Section 4(2) of the Securities Act; 

          B.     
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”). Pursuant to the Combination, Leewell and Qingdao Oumei
will become wholly-owned subsidiaries of the Company.

          C.      Holder
is the beneficial owner of the amount of Ordinary Shares of the Company
designated on the signature page hereto. 

          D.      As
a condition to the Offering and as an inducement to the Investors to enter into
the Subscription Agreement, Holder understands that the Investors have required,
and the Company has agreed to obtain on behalf of the Investor an agreement from
the Holder to refrain from selling any of the Lockup Shares, as defined below,
for a period of eighteen (18) months (“Restricted Period”) from the closing of
the Offering. 

          NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto hereby agree as follows: 

          1.      Sale
Restriction. Holder hereby agrees that during the Restriction
Period, the Holder will not offer, pledge, sell, contract to sell, sell any
option or contract to purchase, lend, transfer or otherwise dispose of any
Ordinary Shares or any options, warrants or other rights to purchase Ordinary
Shares or any other security of the Company which Holder owns or has a right to
acquire as of the date hereof (collectively, the “Lockup Shares”). Any
subsequent issuance to and/or acquisition by Holder of Ordinary Shares or options or instruments convertible into Ordinary Shares will be
subject to the provisions of this Agreement. Notwithstanding the foregoing
restrictions on transfer, the Holder may, at any time and from time to time
during the Restriction Period, transfer the Ordinary Shares (i) as bona fide
gifts or transfers by will or intestacy, (ii) to any trust for the direct or
indirect benefit of the undersigned or the immediate family of the Holder,
provided that any such transfer shall not involve a disposition for value, (iii)
to a partnership which is the general partner of a partnership of which the
Holder is a general partner, provided, that, in the case of any gift or transfer
described in clauses (i), (ii) or (iii), each donee or transferee agrees in
writing to be bound by the terms and conditions contained herein in the same
manner as such terms and conditions apply to the undersigned. For purposes
hereof, “immediate family” means any relationship by blood, marriage or
adoption, not more remote than first cousin.  




          2.      Ownership.
During the Lock-Up Period, the Shareholder shall retain all rights of ownership
in the Lock-Up Shares, including, without limitation, voting rights and the
right to receive any dividends that may be declared in respect thereof, except
as otherwise provided in the Transaction Documents whereby any benefits, rights,
title or otherwise shall inure to the Purchasers. 

          3.     
Company and Transfer Agent. The Company is hereby authorized and
required to disclose the existence of this Agreement to its transfer agent. The
Company and its transfer agent are hereby authorized and required to decline to
make any transfer of the Common Stock if such transfer would constitute a
violation or breach of this Agreement and/or the Securities Purchase Agreement.


          4.      Notice.
All notices, communications and instructions required or desired to be given
under this Agreement must be in writing and shall be deemed to be duly given if
sent by registered or certified mail, return receipt requested, or overnight
courier to the following addresses:

                    If
to the Company: 

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. 

                    If
to the Holder, to the address set forth on the signature page hereto.

          5.     
Miscellaneous. 

                    a.      At
any time, and from time to time, after the signing of this Agreement Holder will
execute such additional instruments and take such action as may be reasonably
requested by the Investor to carry out the intent and purposes of this
Agreement. 

                    b.      This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of New
York or in the federal courts located in the state of New York. The parties to
this Agreement hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on
lack of jurisdiction or venue or based upon forum non conveniens.
The parties executing this Agreement and other agreements referred to herein
or delivered in connection herewith agree to submit to the in personam
jurisdiction of such courts and hereby irrevocably waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this
Agreement or any other agreement delivered in connection herewith 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 any agreement.
Notices hereunder shall be given in the same manner as set forth in the
Subscription Agreement. Each party hereby irrevocably waives personal service of
process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Offering documents by mailing a
copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner
permitted by law. Holder irrevocably appoints the Company its true and lawful
agent for service of process upon whom all processes of law and notices may be
served and given in the manner described above; and such service and notice
shall be deemed valid personal service and notice upon Holder with the same
force and validity as if served upon Holder. 

2 




                    c.     
The restrictions on transfer described in this Agreement are in addition to and
cumulative with any other restrictions on transfer otherwise agreed to by the
Holder or to which the Holder is subject to by applicable law. 

                    d.      This
Agreement shall be binding upon Holder, its legal representatives, successors
and assigns. 

                    e.      This
Agreement may be signed and delivered by facsimile signature and delivered
electronically. 

                    f.      The
Company agrees not to take any action or allow any act to be taken which would
be inconsistent with this Agreement. 

                    g.      This
Agreement may not be modified, amended, altered or supplemented, except by a
written agreement executed by each of the parties hereto and Access America
Investments, LLC, provided, that Access America Investments, LLC (or any
of its affiliates) holds more than 5% of its original investment. 

                    h.      This
Agreement contains the entire understanding and agreement of the parties
relating to the subject matter hereof and supersedes all prior and/or
contemporaneous understandings and agreements of any kind and nature (whether
written or oral) among the parties with respect to such subject matter. 

                    i.      The
Holder acknowledges that this Agreement is being entered into for the benefit of
the Investors identified in the Subscription Agreement and may be enforced by
the Investors and may not be amended without the consent of the Investors, which
may be withheld for any reason. 

3 




          IN
WITNESS WHEREOF, and intending to be legally bound hereby, Holder has
executed this Agreement as of the day and year first above written. 

	 	HOLDER: 
	 	 
	 	 
	 	 (Signature of Holder) 
	 	 
	 	 
	 	 (Print Name of Holder) 
	 	 
	 	 
	 	Number of Ordinary Shares Beneficially Owned
  
	 	 
	 	 
	 	 (Address) 
	 	 
	 	 
	 	 
	 	COMPANY: 
	 	 
	 	DRAGON ACQUISITION CORPORATION 
	 	 
	 	 
	 	By:
    __________________________________________
	 	Name: 
	 	Title: 


[Signature Page to Lock-Up Agreement]