Oriental Dragon Corp.

Make Good Agreement

In connection with the Offering, the Company and Company management entered into a Make Good Escrow Agreement, whereby management placed a total of 4,600,000 of management’s Ordinary Shares in escrow (the “Escrow Shares”) and agreed to transfer the Escrow Shares, in whole or in part as described below, to the Investors on a pro rata basis in the event that the Company does not meet certain performance targets for its fiscal years ending December 31, 2009 and December 31, 2010.

If the Company’s actual after tax net income under U.S. GAAP for the fiscal year 2009 is less than $14,000,000 with a 10% allowable variation, the Make Good Escrow Agent shall transfer to the Investors, on a pro-rata basis, an amount of Escrow Shares equal to the percentage of variation from the 2009 Make Good Net Income times the total number of Escrow Shares.  If any Escrow Shares are distributed to Investors resulting from the Company not attaining the 2009 Make Good Net Income, management will place an additional amount of shares into escrow so that the Escrow Shares total 4,600,000.

Additionally, if the Company’s actual after tax net income under U.S. GAAP for the fiscal year 2010 is less than $18,000,000 with a 10% allowable variation, the Make Good Escrow Agent shall transfer to the Investors, on a pro-rata basis, an amount of Escrow Shares equal to the percentage of variation from the 2010 Make Good Net Income times the total number Escrow Shares. After any such distribution, the remaining Escrow Shares shall be returned to management.  If the Company attains the 2010 Make Good Net Income, the remaining Escrow Shares shall be returned to management.

For purposes of this make good provision, “net income” shall mean net income as defined under United States generally accepted accounting principles (“GAAP”), consistently applied, for the Company, except that the Company’s income is subject to tax at an assumed 25% rate and provided further that the Company’s net income shall be increased by any non-cash charges incurred as a result of the Offering.

Source: 8K, October 22, 2009