INDEMNIFICATION AGREEMENTIndemnification Agreement • June 23rd, 2010 • Dragon Acquisition CORP • Land subdividers & developers (no cemeteries) • New York
This Indemnification Agreement (this “Agreement”) is entered into as of June 22, 2010, by and between Dragon Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
OFCompanies Law • July 14th, 2006 • Dragon Acquisition CORP
LOCKUP AGREEMENTLockup Agreement • June 21st, 2010 • Dragon Acquisition CORP • Land subdividers & developers (no cemeteries) • New York
This AGREEMENT (the “Agreement”) is made as of April 14, 2010 by the undersigned (“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.
English Translation) EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
The first Party (Employer) The name of the company: Oumei Real Estate Development Co., Ltd. Address: Floor 12A, Shandong Motorway Building, Laoshan District, Qingdao Legal representative: Weiqing Zhang
Nominee Agreement (English Translation)Nominee Agreement • August 27th, 2010 • China Oumei Real Estate Inc. • Land subdividers & developers (no cemeteries)
Based on the principle of mutual trust, Party A and Party B hereby agree to sign and follow this agreement, and that that Party B shall hold Party A’s shares in certain Hong Kong company, on behalf of Party A (the beneficial owner) under this agreement..
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • June 23rd, 2010 • Dragon Acquisition CORP • Land subdividers & developers (no cemeteries) • New York
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is made and entered into this 22nd day of June, 2010 by and between DRAGON ACQUISITION CORPORATION, a company established under the laws of the Cayman Islands (the “Company”) and Mr. Lawrence Lee, an individual residing at Room 2-201, 58 Manao Road, Changning District, Shanghai 201103, People’s Republic of China (the “Director”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This Make Good Escrow Agreement (the “Agreement”), dated as of April 14, 2010, is entered into by and among Dragon Acquisition Corporation, a Cayman Islands company (the “Company”), Access America Investments, LLC, as representative of the Investors (the “Investor Representative”), Longhai Holdings Company Limited (the “Make Good Shareholder”) and Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57th Street, Suite 1416, New York, New York 10019 (hereinafter referred to as the “Escrow Agent”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (each, an “Investor” and collectively, the “Investors”), dated April 14, 2010 (the “Subscription Agreement”).
ContractDragon Acquisition CORP • April 19th, 2010 • Blank checks • New York
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.
English Translation) Share Purchase AgreementPurchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Party A: Qingdao Longhai Investment Group Legal Representative: Zhang Weiqing Domicile: No. 73, Donghai eastern Road, Laoshan, Qingdao
English Translation) Construction contract of construction project (GF——1999——0201) Longhai InternationalDragon Acquisition CORP • April 19th, 2010 • Blank checks
Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.
English Translation) SUPERVISION CONTRACT FOR CONSTRUCTION PROJECTI Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
This Agreement is signed between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. (hereinafter referred to as "the Client") and Weihai Tianhen Project Consulting Management Co., Ltd. (hereinafter referred to as the "Supervisor") through mutual consultation.
English Translation) Construction contract of construction project (GF——1999——0201)Dragon Acquisition CORP • April 19th, 2010 • Blank checks
Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.
INVESTOR RELATIONS ESCROW AGREEMENTInvestor Relations Escrow Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This INVESTOR RELATIONS ESCROW AGREEMENT (this “Agreement”) is made as of April 14, 2010 by and among Dragon Acquisition Corporation, a Cayman Islands company (the “Company”) with its address at Shandong Motorway Building, 29 Miaoling Road, Qingdao 266000, People’s Republic of China, Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57th Street, Suite 1416, New York, New York 10019 (the “Escrow Agent”), Brean Murray, Carret & Co., LLC (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (collectively, the “Investors”), dated April 14, 2010.
English Translation) Share Purchase AgreementPurchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Party F: Qingdao Longhai Investment Group Legal Representative: Zhang Weiqing Domicile: No. 73, Donghai eastern Road, Laoshan, Qingdao
LOCKUP AGREEMENTLockup Agreement • March 22nd, 2011 • China Oumei Real Estate Inc. • Land subdividers & developers (no cemeteries) • New York
This LOCKUP AGREEMENT (the “Agreement”) is made as of the date set forth on the signature page of this Agreement by __________________________ (“Holder”), maintaining an address as set forth on the signature page hereto, in connection with its ownership of shares of China Oumei Real Estate Inc., a Cayman Islands company (the “Company”). Capital terms used and not otherwise defined herein shall have the respective meanings set for in the Subscription Agreement, dated as of April 14, 2010, among the Company and the subscribers listed on the Schedule of Subscribers attached as Annex A thereto (the “Subscribers”).
English Translation) Share Purchase AgreementPurchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Qingdao Longhai Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 80 million RMB. Party A’s contribution to the registered capital of the company is 48,000,000Yuan, representing a 60% of the shares. Party B’s contribution to the registered capital of the company is 32,000,000Yuan, representing a 40% of the shares.
English Translation) Construction contract of construction project (GF——1999——0201)Dragon Acquisition CORP • April 19th, 2010 • Blank checks
Employers (full name): Qingdao Xudong Real Estate Development Co., Ltd. Contractor (full name): Qingdao Longhai Construction Group Co., Ltd.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
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”).
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This ESCROW AGREEMENT (the “Agreement”) is made as of April 14, 2010 by and among Dragon Acquisition Corporation, a Cayman Islands company (the “Company”), with its address at Shandong Motorway Building, 29 Miaoling Road, Qingdao 266000, People’s Republic of China, Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57th Street, Suite 1416, New York, New York 10019 (the “Escrow Agent”), Brean Murray, Carret & Co., LLC (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (collectively, the “Investors”), dated April 14, 2010 (the “Subscription Agreement”).
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Weihai Mingwei Industry Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 5.08 million RMB. Cheng Defeng’s contribution to the registered capital of the company is 4,064,000Yuan, representing a 80% of the shares. Wang Yingchun’s contribution to the registered capital of the company is 1,016,000 Yuan, representing a 20% of shares.
AMENDMENT NUMBER 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • October 13th, 2010 • China Oumei Real Estate Inc. • Land subdividers & developers (no cemeteries) • New York
THIS AMENDMENT NUMBER 1 TO SUBSCRIPTION AGREEMENT, dated as of October 11, 2010 (this “Amendment”), is entered into by and among China Oumei Real Estate Inc., a Cayman Islands company (the “Company”) and the subscribers identified on the signature page hereto (the “Majority Subscribers”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement (as defined below).
AMENDMENT NUMBER 1 TO THE MAKE GOOD ESCROW AGREEMENTThe Make Good Escrow Agreement • October 4th, 2011 • China Oumei Real Estate Inc. • Land subdividers & developers (no cemeteries) • New York
THIS AMENDMENT NUMBER 1 TO THE MAKE GOOD ESCROW AGREEMENT, dated as of September 27, 2011 (this “Amendment”), is entered into by and among China Oumei Real Estate Inc., a Cayman Islands company (the “Company”), Access America Investments, LLC, as representative of the Investors (the “Investor Representative”), Longhai Holdings Company Limited (the “Make Good Shareholder”) and Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57th Street, Suite 1416, New York, New York 10019 (the “Escrow Agent”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (each, an “Investor” and collectively, the “Investors”), dated April 14, 2010 (the “Subscription Agreement”).
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Weihai Longhai Realty Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 62 million RMB. Cheng Defeng’s contribution to the registered capital of the company is 48,000,000Yuan, representing a 80% of the shares. Miao Shuangji’s contribution to the registered capital of the company is 12,000,000 Yuan, representing a 20% of shares.
CHINA OUMEI REAL ESTATE INC.Share Option Agreement • October 15th, 2010 • China Oumei Real Estate Inc. • Land subdividers & developers (no cemeteries) • New York
Unless otherwise defined herein, the terms in this Share Option Agreement (the “Option Agreement”) have the same meanings as defined in the China Oumei Real Estate Inc. 2010 Equity Incentive Plan (the “Plan”).
LOCKUP AGREEMENTLockup Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
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.
SHARE EXCHANGE AGREEMENT by and among DRAGON ACQUISITION CORPORATION LEEWELL INVESTMENT GROUP LIMITED LONGHAI HOLDINGS COMPANY LIMITED, THE SOLE SHAREHOLDER OF LEEWELL INVESTMENT GROUP LIMITED and ANTOINE CHENG, THE SOLE SHAREHOLDER OF LONGHAI...Share Exchange Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of April 14, 2010, is by and among Dragon Acquisition Corporation, a Cayman Islands company (“Dragon Acquisition”), Leewell Investment Group Limited, a Hong Kong company (“Leewell”), the sole shareholder of Leewell, Longhai Holdings Company Limited, a British Virgin Islands company (“Longhai”), and the sole shareholder of Longhai, Antoine Cheng (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • June 23rd, 2010 • Dragon Acquisition CORP • Land subdividers & developers (no cemeteries) • New York
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is made and entered into this 22nd day of June, 2010 by and between DRAGON ACQUISITION CORPORATION, a company established under the laws of the Cayman Islands (the “Company”) and Dr. Peter Linneman, an individual residing at 233 S 6th St, Apt 801, Philadelphia, PA 19106 (the “Director”).
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Qingdao Longhai Hotel Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A. Its registered capital is 3 million RMB. Zhang Weiqing owns 100% of 3 million.
English Translation) Construction contract of construction project (GF——1999——0201)Dragon Acquisition CORP • April 19th, 2010 • Blank checks
Employer: Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. Contractor: Qingdao Longhai Construction Group Co., Ltd.
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Qingdao Oumei Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and another shareholders. Its registered capital is 96 million RMB. Zhang Weiqing’s contribution to the registered capital of the company is 48,960,000Yuan, representing a 51% of the shares. Cheng Xiaoyan’s contribution to the registered capital of the company is 47,040,000 Yuan, representing a 49% of shares.
English Translation) Construction contract of construction project (GF——1999——0201)Dragon Acquisition CORP • April 19th, 2010 • Blank checks
Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.
English Translation) Share Purchase AgreementPurchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Weifang Qilu Guotai Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 63,764,000 million RMB. Party A’s contribution to the registered capital of the company is 43,359,500Yuan, representing a 68% of the shares. Party B’s contribution to the registered capital of the company is 20,404,500Yuan, representing a 32% of the shares.
English Translation) Sales Agent ContractDragon Acquisition CORP • April 19th, 2010 • Blank checks
For the promotion of market development and buildings sales, the Party A specially entrusts the Party B simply with the sales of the developed projects. The both parties sign the following contract by fully consulting.
Leewell Investment Group Limited Floor 28, Block C Longhai Mingzhu Building No.182 Haier Road, Qingdao 266000 People’s Republic of ChinaChina Oumei Real Estate Inc. • April 15th, 2011 • Land subdividers & developers (no cemeteries)
We refer to the separate Share Purchase Agreements, dated September 5, 2007, between you and us, pursuant to which we acquired all of your shares of Qingdao Oumei Real Estate Development Co., Ltd. (“Oumei”) for an aggregate purchase price of RMB 97,010,000 (the “Acquisition”).
English Translation) Share Purchase AgreementPurchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Party A: Qingdao Pingdu Xinyuan Real Estate Development Co., Ltd Legal Representative: Xu Jinmin Domicile: Shengli Road, Pingdu, Qingdao
