Exhibit
10.1

     

    SUBSCRIPTION
AGREEMENT

     

    This
subscription agreement (this “Subscription
Agreement”) is dated March 4, 2010, by and between the investor
identified on the signature page hereto (“Investor”) and Sutor
Technology Group Limited, a Nevada corporation (the “Company”), whereby
the parties agree as follows:

     

    
      	
              1. 

            	
              Subscription.

            


    

     

    
      	
               
      

            	
              a)

            	
              Investor
      agrees to buy and the Company agrees to sell and issue to Investor (i)
      such number of shares of the Company’s common stock, $0.001 par value per
      share (the “Common Stock”),
      set forth on the signature page hereto (such shares of Common Stock, the
      “Shares”), and
      (ii) a warrant to purchase a number of shares of Common Stock equal to 25%
      of the Shares to be purchased by Investor hereunder in accordance with
      clause (i) above (the “Warrants”), for
      the aggregate purchase price set forth on the signature page hereto (the
      “Purchase
      Price”).  The shares of Common Stock issuable upon
      exercise of the Warrants are referred to as the Warrant Shares and the
      Shares, Warrants and Warrant Shares are collectively referred to as the
      “Securities”.

            


    

     

    
      	
               
      

            	
              b)

            	
              The
      Shares and Warrant Shares have been registered on the Company's
      registration statement on Form S-3 (File No. 333-161026) (the “Registration
      Statement”), which has been declared effective by the Securities
      and Exchange Commission (the “Commission”),
      has remained effective since such date and is effective on the date
      hereof.  The Shares and Warrants are being issued in connection
      with an offering (the “Offering”)
      described in a Prospectus Supplement dated March 4, 2010, along with the
      Base Prospectus dated December 14, 2009, which has been delivered to the
      Investor (collectively, the “Prospectus”).

            


    

     

    
      	
               
      

            	
              c)

            	
              On
      March 10, 2010 (the “Closing Date”),
      in accordance with Rule 15c6-1 promulgated under the Securities Exchange
      Act of 1934, as amended, and subject to the satisfaction or waiver of all
      of the closing conditions set forth in the Placement Agency Agreement (the
      “Placement
      Agreement”), dated March 4, 2010, by and among the Company and the
      placement agent named therein (the “Placement
      Agent”), the Placement Agent will disburse, or cause to be
      disbursed, to the Company an amount equal to the Purchase Price for such
      Shares and Warrants, less its commissions and reimbursable
      expenses.  Upon receipt of such disbursement by the Company and
      the Placement Agent, the Company shall immediately cause the Shares and
      Warrants to be delivered directly to Investor. The transfer of the Shares
      shall be made through the facilities of The Depository Trust Company’s
      DWAC system in accordance with the instructions set forth on the signature
      page attached hereto under the heading “DWAC
  Instructions.”

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.    
       Company Representations and
Warranties.  The Placement Agreement contains representations,
warranties, covenants, indemnification provisions and agreements of the Company
that the Company hereby expressly agrees may be relied upon by the Investor,
which shall be a third party beneficiary of the covenants, agreements,
indemnification provisions, representations and warranties of the Company
contained therein.  The Company confirms
that neither it nor any other person acting on its behalf has provided the
Investor or their agents or counsel with any information that constitutes or
could reasonably be expected to constitute material, nonpublic information,
except as will be disclosed in the Prospectus and the Company’s press release
and Form 8-K filed with the Commission in connection with the
Offering.  The Company understands and confirms that the Investor will
rely on the foregoing in effecting transactions in securities of the
Company.  In addition to and without limiting the foregoing,
the Company represents and warrants that: (a) it has full right, power
and authority to enter into this Subscription Agreement and to perform all of
its obligations hereunder; (b) each of this Subscription Agreement and the
Warrant has been duly authorized and executed by the Company and constitutes a
valid and binding agreement of the Company enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights and remedies of
creditors generally; (c) the execution and delivery of this Subscription
Agreement, the Warrant and the consummation of the transactions contemplated
hereby and thereby do not conflict with or result in a breach of (i) the
Company’s articles of incorporation or by-laws, or (ii) any agreement or any law
or regulation to which the Company is a party or by which any of its property or
assets is bound; (d) the Shares and Warrant Shares have been duly authorized for
sale and issuance, and when issued and delivered, will be validly issued, fully
paid and nonassessable; (e) the Registration Statement and any post-effective
amendment thereto filed pursuant to the Securities Act of 1933, as amended (the
“Securities
Act”), at the time it became effective, did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; (f)
the Prospectus did not contain as of its respective date, and as of the date
hereof does not contain, and on the Closing Date will not contain, any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading; and (g) all preemptive rights or rights of first
refusal held by stockholders of the Company and applicable to the transactions
contemplated hereby, if any, have been duly satisfied or waived in accordance
with the terms of the agreements between the Company and such stockholders
conferring such rights.

     

    3.      Investor Representations,
Warranties and Acknowledgments.  Investor represents and
warrants that: (a) it has full right, power and authority to enter into this
Subscription Agreement and to perform all of its obligations hereunder; (b) this
Subscription Agreement has been duly authorized and executed by and constitutes
a valid and binding agreement of Investor enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights and remedies of
creditors generally; (c) the execution and delivery of this Subscription
Agreement and the consummation of the transactions contemplated hereby do not
conflict with or result in a breach of (i) Investor’s certificate of
incorporation or by-laws (or other similar governing documents), or (ii) any
material agreement or any law or regulation to which Investor is a party or by
which any of its property or assets is bound; and (d) prior to the execution
hereof, Investor has had full access to and relied only upon (i) the Base
Prospectus, (ii) any prospectus supplements to the Base Prospectus, including in
each case information incorporated by reference therein, and (iii) the pricing,
placement agency and expense information contained in this
Agreement.  Investor has not relied on the business or legal advice of
Roth Capital Partners, LLC or any of their respective agents, counsel or
affiliates in making its investment decision hereunder, and confirms that none
of such persons has made any representations or warranties to the Investor or
its agents in connection with the Offering or the Company.  The
Investor further acknowledges that other investors (“Other Investors”) are
concurrently entering into subscription agreements in substantially the same
form as this Subscription Agreement as part of the Offering and that the
consummation of the transaction is, in addition to the conditions to the closing
set forth in Sections 5 and 6 hereof, subject to the terms and conditions of the
Placement Agreement.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    4.      Company
Covenants.  The Company and the Investor agree that the Company
shall, prior to the opening of the financial markets in New York City on the
business day immediately after the date hereof, issue a press release announcing
the Offering and disclosing all material information regarding the Offering,
unless this Subscription Agreement is executed by the parties hereto during the
regular trading hours of the financial markets in New York City, in which case
such press release shall be issued prior to the close of the financial markets
on the date hereof if reasonably feasible, but in no event will such press
release be issued before the last Subscription Agreement relating to the
Offering has been executed by the Company and the applicable Other
Investors.

     

    5.      Conditions to the Company’s
Obligations.  In addition to any other conditions set forth
herein, the Company’s obligation to issue and sell the Shares and Warrants to
the Investor shall be subject to: (a) the receipt by the Company of the Purchase
Price for the Shares and Warrants being purchased hereunder as set forth on the
Signature Page and (b) the accuracy in all material respects of the
representations and warranties made by the Investor and the fulfillment of those
undertakings of the Investor to be fulfilled prior to the Closing
Date.

     

    6.      Conditions to the Investor’s
Obligations.  In addition to any other conditions set forth herein,
the Investor’s obligation to purchase the Shares and Warrants will be subject to
(a) the condition that the Placement Agent shall not have terminated the
Placement Agreement pursuant to the terms thereof, (b) the satisfaction in all
material respects of the conditions to the Placement Agent’s obligation to
closing in the Placement Agreement, and (c) the accuracy in all material
respects of the representations and warranties made by the Company and the
fulfillment of those undertakings of the Company to be fulfilled prior to the
Closing Date.  The Investor’s obligations are not conditioned on the
purchase of Shares and Warrants by the Other Investors in the
Offering. 

     

    7.      Miscellaneous.

     

    
      	
               
      

            	
              a)

            	
              Roth
      Capital Partners, LLC is serving as placement agent in this transaction
      and consummation of the transaction is subject to the terms and conditions
      of the Placement Agreement. 

            


    

     

    
      	
               
      

            	
              b)

            	
              Except
      as otherwise provided herein, this Subscription Agreement constitutes the
      entire understanding and agreement between the parties with respect to its
      subject matter and there are no agreements or understandings with respect
      to the subject matter hereof which are not contained in this Subscription
      Agreement.  This Subscription Agreement may be modified only in
      writing signed by the parties
hereto.

            


    


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              c)

            	
              In
      the event that the Placement Agreement is terminated by the Placement
      Agent prior to the closing to occur on the Closing Date pursuant to the
      terms thereof, this Agreement shall terminate without any further action
      or liability on the part of the parties
hereto.

            


    

     

    
      	
               
      

            	
              d)

            	
              This
      Subscription Agreement may be executed in any number of counterparts, all
      of which taken together shall constitute one and the same instrument and
      shall become effective when counterparts have been signed by each party
      and delivered to the other parties hereto, it being understood that all
      parties need not sign the same counterpart.  Execution may be
      made by delivery by facsimile or
PDF.

            


    

     

    
      	
               
      

            	
              e)

            	
              The
      provisions of this Subscription Agreement are severable and, in the event
      that any court or officials of any regulatory agency of competent
      jurisdiction shall determine that any one or more of the provisions or
      part of the provisions contained in this Subscription Agreement shall, for
      any reason, be held to be invalid, illegal or unenforceable in any
      respect, such invalidity, illegality or unenforceability shall not affect
      any other provision or part of a provision of this Subscription Agreement
      and this Subscription Agreement shall be reformed and construed as if such
      invalid or illegal or unenforceable provision, or part of such provision,
      had never been contained herein, so that such provisions would be valid,
      legal and enforceable to the maximum extent possible, so long as such
      construction does not materially adversely effect the economic rights of
      either party hereto.

            


    

     

    
      	
               
      

            	
              f)

            	
              All
      communications hereunder shall be in writing and shall be mailed, hand
      delivered, sent by a recognized overnight courier service such as Federal
      Express, or sent via facsimile and confirmed by letter, to the party to
      whom it is addressed at the following addresses or such other address as
      such party may advise the other in
writing:

            


    

     

    To the
Company:  as set forth on the signature page hereto.

     

    To the
Investor:  as set forth on the signature page hereto.

     

    All
notices hereunder shall be effective upon receipt by the party to which it is
addressed.

     

    
      	
               
      

            	
              g)

            	
              This
      Agreement shall be governed by and interpreted in accordance with the laws
      of the State of New York for contracts to be wholly performed in such
      state and without giving effect to the principles thereof regarding the
      conflict of laws.  To the extent determined by such court, the
      prevailing party shall reimburse the other party for any reasonable legal
      fees and disbursements incurred in enforcement of, or protection of, any
      of its rights under this Agreement.

            


    

     


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    If the
foregoing correctly sets forth our agreement, please confirm this by signing and
returning to us the duplicate copy of this letter.

     

    
      
        
          
            
              	 
      	
                      COMPANY:

                    
	 
      	 
      
	 
      	
                      SUTOR
      TECHNOLOGY GROUP LIMITED

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Its:

                    	 
      


            

          

        

      

    

    


    Address for
Notice:

    


    Sutor
Technology Group Limited

    


    No. 8,
Huaye Road

    Dongbang
Industrial Park

    Changshu,
China 215534

    Attention:
Chief Executive Officer

    Telephone:
(86) 512-52680988

    


    With a
copy to:

    


    Pillsbury
Winthrop Shaw Pittman LLP

    2300 N
Street, N.W.

    Washington,
D.C. 20037

    Facsimile:  (202)
663-8007

    Attn.:  Joseph
R. Tiano, Esq.

    


    Wire
Instructions:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    	 	INVESTOR:
	 	 	 
	
                            Number of
      Shares:____________

                          	
                            By:

                          	 
      
	 
      	
                            Name:

                          	 
      
	
                            Number of Warrants:
      ____________

                          	
                            Its:

                          	 
      


                  

                

              

            

          

        

      

    

    


    Purchase
Price per Unit (consisting of

    1
Share and 0.25 Warrants):  $2.70

     

    Aggregate Purchase
Price:______

     

    Name and address for
notice:

     

    DWAC
Instructions:

    Name of
DTC Participant:

    DTC
Participant Number:

    Account
Number: