Unassociated Document


     

    Exhibit
4.6

     

    
      LOCK-UP
AGREEMENT

      


      THIS LOCK-UP AGREEMENT (the “Agreement”) is made and
entered into as of April 30, 2010 among Elegant Capital Holdings Limited, a
British Virgin Islands business company (“Elegant Capital”), LAM, Wai
Chuen, an individual resident of Hong Kong (“Lam”), Xu Jianping, an
individual resident in the People’s Republic of China (“Xu”), and China Dongfang
Healthcare Group Inc., a Nevada corporation (the “Company”).

      


      RECITALS

      


      A.           The
Company has determined that it is advisable and in its best interest to enter
into that certain Share Exchange Agreement, dated April 30, 2010 (the “Share Exchange Agreement”)
with Winmark Group Limited, a British Virgin Islands business company
(“Winmark”), and each of the Winmark Shareholders named therein (the “Shareholders”), pursuant to
which the Company will exchange common stock, $.0001 par value, of the Company
(the “Common Stock”) in
exchange for all of the issued and outstanding shares of Winmark held by the
Winmark Shareholders (the “Exchange”).  Capitalized
terms used and not otherwise defined herein that are defined in the Share
Exchange Agreement will have the meanings given such terms in the Share Exchange
Agreement.

      


      B.           Elegant
Capital is the record owner of 27,170 shares of capital stock of Winmark, which
in accordance with the terms of the Share Exchange Agreement will be exchanged
for 11,411,400 shares of Common Stock upon consummation of the
Exchange.

      


      C.           Lam
is the sole director and record owner of all of capital stock of Elegant
Capital.  Xu is the beneficial owner of all of the capital stock of
Elegant Capital pursuant to a Declaration of Trust dated August 20, 2008,
established by Lam.

      


      C.           It
is a condition to the Company’s obligations to execute and deliver the Share
Exchange Agreement that the parties hereto shall execute and deliver to the
Company this Agreement.

      


      D.           In
contemplation of, and as a material inducement for the Company to enter into the
Share Exchange Agreement, each of the parties hereto have agreed to execute and
deliver this Agreement.

      


      NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements set forth herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, agree as
follows:

      


      1.           No Reliance on
Advice.  Each of Elegant Capital, Lam and Xu (collectively,
“Holder”) has
independently evaluated the merits of its or his decision to enter into and
deliver this Agreement, and each of them confirms that each has not relied on
the advice of the Company or any other person affiliated therewith.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.           Representations and
Warranties.  Each of the parties hereto, by their respective
execution and delivery of this Agreement, hereby represents and warrants to the
others that (a) such party has the full right, power, capacity and authority to
enter into, deliver and perform its or his respective obligations under this
Agreement, (b) this Agreement has been duly executed and delivered by such party
and is the binding and enforceable obligation of such party, enforceable against
such party in accordance with the terms of this Agreement and (c) the execution,
delivery and performance of such party’s obligations under this Agreement will
not conflict with or breach the terms of any other agreement, contract,
commitment or understanding to which such party is a party or to which the
assets or securities of such party are bound.

      


      3.           Beneficial
Ownership.  Holder hereby represents and warrants that it does
not beneficially own (as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (collectively, the “Beneficial Ownership Regulations”))
any shares of Common Stock, or any economic interest therein or derivative
therefrom, other than those shares of Common Stock specified on its signature
page to this Agreement.  For purposes of the Agreement the shares of
Common Stock beneficially owned by such Holder as specified on its signature
page to this Agreement are collectively referred to as “Holder’s
Shares.”  Holder acknowledges and agrees that Lam and Xu may be
presently deemed by the Beneficial Ownership Regulations to beneficially own all
of the Holder’s Shares owned by Elegant Capital.

      


      4.           Lockup.

      


      (a)           During
the two-year period commencing on the date hereof (the “Lockup Period”):

      


      (i)           Elegant
Capital agrees it will not offer, grant, pledge, hypothecate, bargain, sell,
assign, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, or announce the
offering of, any of Holder’s Shares (including without limitation any right or
interest therein or any securities convertible into, or exchangeable for, or
representing the right to receive, Holder’s Shares).

      


      (ii)           Lam
and Xu irrevocably and jointly and severally agree that each of them will not
offer, grant, pledge, hypothecate, bargain, sell, assign, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase or otherwise transfer or dispose
of, directly or indirectly, or announce the offering of (x) any of the shares of
Elegant Capital owned by them (other than any transfer of such shares from Lam
to Xu or vice versa), or (y) any other securities of Elegant Capital (or the
taking of any other action) such that, upon the completion of such offering (or
the taking of such other action), they would cease to control Elegant Capital,
including without limitation in each case, the offering of any right or interest
therein or any securities convertible into, or exchangeable for, or representing
the right to receive, any of such shares of Elegant Capital.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      (b)           In
furtherance thereof, the Company will (i) place a stop transfer order or
notation on all Holder’s Shares on the books and records of the Company, (ii)
notify its transfer agent, if any, in writing of the stop order and the
restrictions on such Holder’s Shares under this Agreement and (iii) not process
or permit, and will instruct any transfer agent to not process or permit, any
attempts by the Holder to resell or transfer any Holder’s Shares in violation of
this Agreement.  Elegant Capital agrees that it will take similar
actions to prevent the transfer or issuance of Elegant Capital’s securities (or
the taking of such other action) in violation of this Agreement.

      


      5.           Restrictive Legend.
The certificates representing the Holder’s Shares shall contain legends
substantially as follows:

      


      “PURSUANT
TO A LOCKUP AGREEMENT, DATED AS OF APRIL __, 2010, BY AND AMONG CHINA DONGFANG
HEALTHCARE GROUP INC. AND ELEGANT CAPITAL HOLDINGS LIMITED, THE SECURITIES WHICH
ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, GRANTED, PLEDGED,
HYPOTHECATED, SOLD, ASSIGNED OR OTHERWISE DISPOSED OF, EXCEPT AS PERMITTED
THEREBY AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH
THEREIN.”

      


      6.           No Additional
Fees/Payment.  Other than the consideration specifically
referenced herein, the parties hereto agree that no fee, payment or additional
consideration in any form has been or will be paid to the Holder in connection
with this Agreement.

      


      7.           Enumeration and
Headings.  The enumeration and headings contained in this
Agreement are for convenience of reference only and shall not control or affect
the meaning or construction of any of the provisions of this
Agreement.

      


      8.           Counterparts.  This
Agreement may be executed in facsimile and in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, but all of
which shall together constitute one and the same agreement.

      


      9.           Successors and
Assigns.  This Agreement and the terms, covenants, provisions
and conditions hereof shall be binding upon, and shall inure to the benefit of,
the respective successors and assigns of the parties hereto.

      


      10.           Severability.  If
any provision of this Agreement is held to be invalid or unenforceable for any
reason, such provision will be conformed to prevailing law rather than voided,
if possible, in order to achieve the intent of the parties and, in any event,
the remaining provisions of this Agreement shall remain in full force and effect
and shall be binding upon the parties hereto.

      


      11.           Amendment.  This
Agreement may not be amended or modified in any manner except by a written
agreement executed by each of the parties hereto.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      12.           Further
Assurances.  Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
any other 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.

      


      13.           No Strict
Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any
party.

      


      14.           Remedies.  The
Company shall have the right to specifically enforce all of the obligations of
the Holder under this Agreement (without posting a bond or other security), in
addition to recovering damages by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by
law.  Furthermore, the Holder recognizes that if it fails to perform,
observe, or discharge any of its obligations under this Agreement, any remedy at
law may prove to be inadequate relief to the Company.  Therefore, the
Holder agrees that each of the Company shall be entitled to seek temporary and
permanent injunctive relief in any such case without the necessity of proving
actual damages and without posting a bond or other security.

      


      15.           Jurisdiction and Venue;
Attorneys’ Fees.  In any action between or among any of the
parties arising out of this Agreement (a) each of the parties irrevocably
consents to the exclusive jurisdiction and venue of the U.S. federal and state
courts located in the State of Nevada, (b) if any such action is commenced in a
state court, then, subject to applicable law, no party shall object to the
removal of such action to any U.S. federal court located in the State of Nevada,
(c) each of the parties irrevocably waives the right to trial by jury, (d) each
of the parties irrevocably consents to service of process by first class
certified mail, return receipt requested, postage prepaid (or any other summary
process available to effect service of process outside of the United States),
and (e) the prevailing parties shall be entitled to recover their reasonable
attorneys’ fees, and all other costs, expenses and disbursements (including the
costs, expenses and disbursements of such attorneys) from the other parties (in
addition to any other relief to which the prevailing parties may be
entitled).

      


      16.           Governing
Law.  The terms and provisions of this Agreement shall be
construed in accordance with the laws of the State of Nevada and the federal
laws of the United States of America applicable therein.

      


      [Remainder of Page Intentionally Left
Blank]

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement as of the
day and year first above written.

       

      
        
          	 	

                  ELEGANT
      CAPITAL HOLDINGS LIMITED

                	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Lam
      Wai Chuen	 
	 	 	LAM,
      Wai Chuen, Director	 
	 	 	 	 
	 	 	 	 
	 	

                  Number
      of shares of Common
      Stock owned:

                	 
	 	 	 	 
	 	
                  11,411,400

                	 


        

      

       

      
        
          	 	CHINA DONGFANG HEALTHCARE GROUP
      INC.	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Xu
      Jianping	 
	 	 	Xu
      Jianping, President	 
	 	 	 	 
	 	 	 	 
	 	 	/s/ Lam Wai Chuen	 
	 	 	

                  LAM,
      Wai Chuen

                	 
	 	 	 	 
	 	 	 	 
	 	 	/s/ Xu Jianping	 
	 	 	Xu
      Jianping	 


        

      

       

      


      [Signature
Page to Lock-up Agreement]

       

      
        
          
          

        

        
          5