SUBSCRIPTION AGREEMENT

1.        交割日。交割日指认购总额以支票、电汇方式支付给发行方或以其他方式计入发行方账户或使发行方获益之日。认购方根据咨询协议以人民币（中华人民共和国官方货币）支付的款项应根据支付日中国人民银行人民币兑美元的现行中间价折算成美元并全部计入本协议下的认购总额。在本协议规定的交割条件满足或放弃时，双方应确定地点完成本协议下的拟定交易。受制于对本协议条款和条件的满足或放弃，在交割日，认购方应购买、且发行方应向认购方出售本协议第2条所规定的认购证券。

(a)           Securities.   Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Closing Date, each Subscriber shall purchase and the Company shall sell to the Subscriber the Preferred Stock designated on Schedule I hereto for such Subscriber’s Purchase Price indicated thereon.

3.        Authorized Expenses.  (a) The Company shall be entitled to use the proceeds from the sale of the Securities for Authorized Expenses.  For purposes of this Section 3, “Authorized Expenses” shall be mean legal fees, accounting fees, consulting fees, placement agent fees, marketing costs, transaction development expenses and due diligence costs and expenses that the Company believes, in its sole and absolute discretion, are necessary to facilitate the consummation of the Intended Transaction (as hereinafter defined), including without limitation legal fees for the services of legal counsel to represent the Company and/or the Acquiror (as hereinafter defined) in connection with the Intended Transaction, including necessary filings with the United States Securities and Exchange Commission, fees of auditors to audit the financial statements of the Acquiror  that are required to be filed with the United States Securities and Exchange Commission, travel and entertainment directly related to a potential Intended Transaction, personnel costs, legal and accounting costs for the services of foreign counsel and accounting professionals, and other related expenses, including the Company’s general operating expenses.  In addition, up to 25% of the net proceeds from this Offering may be used by Regeneration Capital Group, LLC for its own general operating expenses.

3.        经授权开支。（a）发行方应有权将出售认购证券所获得的收益用作经授权开支。 为本第3条之目的，“经授权开支”应指发行方经单方自主决定确信为促使意向交易（定义如下）完成所必需的法律费用、会计费用、咨询费用、配售代理费用、营销成本、交易发展开支、尽职调查花费和开支，包括但不限于向代表发行方和/或收购方（定义如下）的法律顾问支付的与意向交易有关的法律服务费用（包括向美国证券交易委员会进行必须的备案）、向审计师支付的审计美国证券交易委员会要求备案的收购方财务报表的费用、与潜在意向交易直接相关的差旅和公关费、人事成本、外国顾问和会计专业人员的法律和会计服务费用以及其他开支（包括发行方的一般经营开支）。此外，本次证券发行所产生净收益的最多25%可被Regeneration Capital Group, LLC 用于其自身一般经营开支。

(a)           Organization and Standing of the Subscriber.  Subscriber is an individual or a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation.

(b)           Authorization and Power.  Subscriber has the requisite power and authority to enter into this Agreement and to purchase the Securities being sold to it hereunder.  The execution, delivery and performance of this Agreement by Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its Board of Directors or stockholders, if applicable, is required.  This Agreement has been duly authorized, executed, and when delivered by Subscriber, constitutes, a valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with the terms thereof.

(c)            No Conflicts.  The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby and thereby or relating hereto do not and will not (i) result in a violation of Subscriber’s charter documents, bylaws or other organizational documents, if applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a default) under any agreement to which Subscriber is a party, nor (iii) result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on Subscriber).  Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement nor to purchase the Securities in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, Subscriber is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

(d)           Information on Company.   Subscriber has been furnished with or has had access to such information and materials as have been requested by Subscriber.  In addition, Subscriber may have received in writing from the Company such other information concerning its operations, financial condition prospects and other matters as Subscriber has requested in writing, (such other information is collectively, the "Other Written Information"), and considered all factors Subscriber deems material in deciding on the advisability of investing in the Securities.

(e)           Information on Subscriber.   Subscriber is, an "accredited investor", as such term is defined in Rule 501of Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable Subscriber to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment.  Subscriber has the authority and is duly and legally qualified to purchase and own the Securities.  Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.  The information set forth on Schedule I hereto regarding the Subscriber is accurate.

(f)           Purchase of Securities.  On the Closing Date, Subscriber will purchase its Securities as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

(g)           Compliance with Securities Act.   Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.

(h)           Legend.  The Preferred Stock shall bear the following or similar legend:

  （h）      说明。优先股应附有如下或类似说明：

(i)           Communication of Offer.  The offer to sell the Securities was directly communicated to Subscriber by the Company.  At no time was Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

(j)            Restricted Securities.   Subscriber understands that the Securities have not been registered under the 1933 Act and Subscriber will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities unless pursuant to an effective registration statement under the 1933 Act, or unless an exemption from registration is available.  Notwithstanding anything to the contrary contained in this Agreement, Subscriber may transfer (without restriction and without the need for an opinion of counsel) the Securities to its Affiliates (as defined below) provided that each such Affiliate is an “accredited investor” under Regulation D and such Affiliate agrees to be bound by the terms and conditions of this Agreement. For the purposes of this Agreement, an “Affiliate” of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity.  Affiliate includes each Parent or subsidiary of the Company.  For purposes of this definition, “control” means the power to direct the management and policies of such person or firm, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

(k)           No Governmental Review.  Subscriber understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(l)           Correctness of Representations.  Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless Subscriber otherwise notifies the Company prior to the Closing Date, shall be true and correct as of the Closing Date.

(m)          Survival.  The foregoing representations and warranties shall survive the Closing Date.

      （m）      存续。上述陈述与保证在交割日后继续有效。

 

(a)           Due Incorporation.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power to own its properties and to carry on its business as presently conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect.  For purposes of this Agreement, a “Material Adverse Effect” shall mean a material adverse effect on the financial condition, results of operations, prospects, properties or business of the Company.

 

(b)          Outstanding Stock.  All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

      （b）      未发行股份。发行人所有已发行和未发行的股份和股权均已经充分授权、有效发行且全额支付并无需加缴费用。

 

(c)           Authority; Enforceability.  This Agreement, the issuance of the Securities and any other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity.  The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations thereunder.

 

(d)           Capitalization and Additional Issuances.   The authorized and outstanding capital stock of the Company on a fully diluted basis as of the date of this Agreement and the Closing Date (not including the Securities) are set forth on Schedule 4(d).  Except as set forth on Schedule 4(d), there are no options, warrants, or rights to subscribe to, securities, rights, understandings or obligations convertible into or exchangeable for or giving any right to subscribe for any shares of capital stock or other equity interest of the Company or any of the Subsidiaries.  The only officer, director, employee and consultant stock option or stock incentive plan or similar plan currently in effect or contemplated by the Company is described on Schedule 4(d).  There are no outstanding agreements or preemptive or similar rights affecting the Company's Common Stock or Preferred Stock.

 

(e)          Consents.  No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, or any of its Affiliates, or the Company's shareholders is required for the execution by the Company of this Agreement and compliance and performance by the Company of its obligations hereunder, including, without limitation, the issuance and sale of the Securities.  The Company’s performance of its obligations thereunder has been unanimously approved by the Company’s Board of Directors.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority in the world, including without limitation, the United States, or elsewhere is required by the Company or any Affiliate of the Company in connection with the consummation of the transactions contemplated by this Agreement, except as would not otherwise have a Material Adverse Effect on the assets or business of the Company  or the consummation of any of the other agreements, covenants or commitments of the Company or any subsidiary contemplated hereby. Any such qualifications and filings will, in the case of qualifications, be effective on the Closing and will, in the case of filings, be made within the time prescribed by law.

 

(f)           No Violation or Conflict.  Assuming the representations and warranties of the Subscriber in Section 4 are true and correct, neither the issuance and sale of the Securities nor the performance of the Company’s obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will:

 

(i)           violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles or certificate of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its Affiliates is a party, by which the Company or any of its Affiliates is bound, or to which any of the properties of the Company or any of its Affiliates is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates is a party except the violation, conflict, breach, or default of which would not have a Material Adverse Effect; or

 

(ii)           result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its Affiliates except in favor of Subscriber as described herein; or

 

(iii)          except as described on Schedule 4(f)(iii), result in the activation of any anti-dilution rights or a reset or repricing of any debt, equity or security instrument of any creditor or equity holder of the Company, or the holder of the right to receive any debt, equity or security instrument of the Company nor result in the acceleration of the due date of any obligation of the Company; or

 

(iv)         except as described on Schedule 4(f)(iv), result in the triggering of any piggy-back or other registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company.

    (iv)         除附件4（f）（iv）规定的以外，导致任何持有发行方证券或有权接收发行方证券的任何个人或实体的任何共同登记权或其他登记权的触发。

 

(g)          The Securities.  The Securities upon issuance:

(g)          认购证券。认购证券在发行时：

 

(i)           are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;

(ii)           have been, or will be, duly and validly authorized and issued, fully paid and non-assessable; and

  （ii）       已经或将经充分有效授权和发行，且全额支付并无需加缴任何费用；且

 

 

(iii)          will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company.

  （iii）      不会在违反发行方任何证券持有者或有权获得发行方证券的权利人的任何优先购买权或其他类似权利发行或出售。

 

(h)          Litigation.  There is no pending or, to the best knowledge of the Company, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, or any of its Affiliates that would affect the execution by the Company or the complete and timely performance by the Company of its obligations hereunder.

 

(i)           Intended Transaction.  The Company intends to undertake a transaction or series of transactions pursuant to which the Company shall become a wholly-owned subsidiary of a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act") or has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act (the “Acquiror”) and will subsequent to such transaction or series of transactions, consummate an initial public offering of Acquiror’s securities (the “Intended Transaction”).  Subscriber consents to such transactions provided the conditions of this Agreement have been complied with and all obligations regarding the Securities and this Agreement are assumed by Acquiror.  Subscriber acknowledges and agrees that the Company and its management may consummate the Intended Transaction with any Acquiror it deems acceptable.

 （i）       意向交易。发行方拟进行一项或一系列交易，依此交易，发行方应成为一家上市公司的全资子公司，并且依据修订的1934年证券交易法（以下称“1934年法案”）第13条负有报告义务，或者发行方持有依据1934年法案第12（g）条注册的一类普通股（以下称“收购方”）并将在该交易或该系列交易后完成收购方证券的首次公开发行（以下称“意向交易”）。认购方同意该交易，前提是本协议的条件均得以满足且所有与认购证券及本协议有关的义务均由收购方承担。认购方承认且同意，发行方及其管理层可与任何发行方认为可接受的收购方完成该意向交易。

 

 

(j)            Correctness of Representations.  The Company represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects, and, unless the Company otherwise notifies the Subscriber prior to the Closing Date, shall be true and correct in all material respects as of the Closing Date; provided, that, if such representation or warranty is made as of a different date, in which case such representation or warranty shall be true as of such date.

 

(k)          Survival.  The foregoing representations and warranties shall survive the Closing Date.

  （k）      存续。上述陈述与保证在交割日后继续有效。

6.        Miscellaneous.

6.        其他条款。

(a)           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: China Commercial Credit, Inc., 156 West 56th St. Suite 1605, NY, NY 10019 (ii) if to the Subscriber, to: the addresses and fax numbers indicated on Schedule I hereto.

 

(b)           Entire Agreement; Assignment.  This Agreement and other documents delivered in connection herewith represent the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties.  Neither the Company nor the Subscriber has relied on any representations not contained or referred to in this Agreement and the documents delivered herewith.  No right or obligation of the Company shall be assigned without prior notice to and the written consent of the Subscriber.

(b)           完整协议；转让。本协议及递交的与本协议有关的其他文件构成了双方就本协议所述主题事项的完整协议，对本协议及递交的与本协议有关的其他文件的任何修改仅能以书面形式并经由双方签字后方能生效。发行方及认购方均未依赖未在本协议及递交文件中包含或提及的陈述。未经事先通知认购方并经认购方同意，发行方不得转让其在本协议项下的权利和义务。

 

(c)           Counterparts/Execution.  This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.  This Agreement may be executed by facsimile signature and delivered by electronic transmission.

(c)           文本/履行。  本协议可签署任意数量的文本，并经相关签字人分别签署，每份经签署的文本均应视为原件，但所有文本构成同一份文据。本协议可通过传真签署并通过电子形式递送。

 

(d)           Law Governing this Agreement.  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 and county 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 on behalf of the Company 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.  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 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.

(d)           管辖法律。本协议应适用纽约州法律并依据纽约州法律做出解释，但冲突法规则除外。由一方针对另一方提起的任何与本协议拟定交易相关的诉讼应仅向纽约州法院或者位于纽约州、郡的联邦法院提起。本协议双方不可撤销的放弃对根据本协议提起的任何诉讼的任何管辖权异议和对审判地点的争议，并不得基于缺乏管辖权或审理地点或基于不利于审理法院原则提出任何抗辩。本协议及本协议提及的其他协议或代表公司递交与本协议有关的其他协议的签署各方同意向具有属人管辖权的法院提起诉讼，并不可撤销的放弃陪审团审判。胜诉方有权要求另一方补偿胜诉方合理的律师费及费用。如果根据可适用的法律或法规本协议或者递交的与本协议有关的任何其他协议中的条款是无效或者不可执行的，则该条款应在其可能与法律法规造成冲突的范围内被视为无效并应当被加以修正以符合该等法律或法规。任何依据任何法律可能被证实为无效或不可执行的条款不应影响任何协议中任何其他条款的效力和可执行性。各方不可撤销的放弃对人送达法律程序文件，并同意通过挂号邮件或隔夜送达服务（附送达证明）的方式将与本协议有关的起诉、诉讼或程序中的法律程序文件的复印件寄送至该方根据本协议有效的通知地址，并同意该等送达应构成充分有效的法律程序文件和通知送达。本协议的任何内容均不应视为以任何方式限制法律所允许的以其他方式送达法律程序文件的任何权利。

 

 

(e)           Specific Enforcement, Consent to Jurisdiction.  The Company and Subscriber acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.  The Company hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.  Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

 

Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.