Exhibit 10.1 


 


STOCK
PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (“Agreement”) is made as of May 26, 2016 by and between China Commercial Credit
Inc., a Delaware corporation (the “Company”) and Yue Lu (the “Investor”).


 


W
I T N E S S E T H :


 


WHEREAS,
the Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended; and


 


WHEREAS,
the Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, upon the terms and
conditions stated in this Agreement, an aggregate of 2,439,025 shares (the “Shares”) of the Company’s Common
Stock, par value $0.001 per share (together with any securities into which such shares may be reclassified, whether by merger,
charter amendment or otherwise, the “Common Stock”), at a purchase price of $0.41 per Share (the “Per Share
Price”), for an aggregate purchase price of One Million Dollars ($1,000,000) (the “Purchase Price”); and


 


NOW, THEREFORE,
in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.           Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms
shall have the meanings set forth below:


 


“1933
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls,
is controlled by, or is under common Control with, such Person.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


“Closing
Date” has the meaning set forth in Section 3.


  


“Company
Plan” means any “employee benefit plan” (within the meaning of section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), “multiemployer plans” (within
the meaning of ERISA section 3(37)), and all stock purchase, stock option, phantom stock or other equity-based plan, severance,
employment, collective bargaining, change-in-control, fringe benefit, bonus, incentive, deferred compensation, supplemental retirement,
health, life, or disability insurance, dependent care and all other employee benefit and compensation plans, agreements, programs,
policies or other arrangements, whether or not subject to ERISA, whether formal or informal, written or oral, legally binding
or not, under which any current or former employee, director or consultant of the Company or its Subsidiaries (or any of their
dependents) has any present or future right to compensation or benefits or the Company or its Subsidiaries sponsors or maintains,
is making contributions to or has any present or future liability or obligation (contingent or otherwise) or with respect to which
it is otherwise bound.


 






     


     


    

 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after having conducted a reasonable inquiry.


  


“Confidential
Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications,
support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related
information).


 


“Control”
(including the terms “controlling,” “controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Governmental
Entity” means any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative,
judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body.


  


“Intellectual
Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or
not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names,
logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software
(including but not limited to data, data bases and documentation).


 


“Lock-up
Period” has the meaning set forth in Section 6.


 


“Material
Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial
or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company
to perform its obligations under the Transaction Documents.


 


“Material
Contract” means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by
which it is bound which is material to the business of the Company and its Subsidiaries, taken as a whole, including those that
have been filed or were required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10)
of Regulation S-K.


 


“Nasdaq”
means The Nasdaq Capital Market.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“SEC
Filings” has the meaning set forth in Section 4.6.


 


“Shares”
has the meaning set forth in the Recitals above.


 


“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


“Transaction
Documents” means this Agreement and all exhibits and schedules hereto and thereto.


 






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2.           Purchase
and Sale of the Shares. Subject to the terms and conditions of this Agreement, on the Closing Date, the Investor shall purchase,
and the Company shall sell and issue to the Investor, the Shares in exchange for the Purchase Price as specified in Section 3
below.


 





3.           Closing.


 


      3.1The closing
(the “Closing”) of the transactions contemplated by this Agreement shall take place at the offices of Sichenzia Ross
Friedman Ference LLP in New York, New York, on the delivery of executed copies of this Agreement by all the parties and other deliveries
as set forth in Section 3.1, or such other date and time as the Parties may mutually determine (the “Closing Date”).


 


      3.2Closing conditions
of both parties:


 


		(a)	The representations and warranties of the Companya and the Investor contained in this Agreement
shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date
(except to the extent expressly made as of an earlier date, in which case as of such earlier date).
	 	 	 
	 	(b)	The Shares shall have been authorized for listing on the NASDAQ Capital
                           Market.









  


4.           Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as set forth in the
schedules delivered herewith (collectively, the “Disclosure Schedules”) or in the SEC Filings:


 


4.1           Organization,
Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation or other organization duly organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate
or other power and authority to carry on its business as now conducted and to own or lease its properties. Each of the Company
and its Subsidiaries is duly qualified to do business as a foreign corporation or other organization and is in good standing in
each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing
necessary unless the failure to so qualify or to be in good standing has not had and could not reasonably be expected to have
a Material Adverse Effect


 


4.2           Authorization.
The Company has full power and authority, and all requisite action has been taken on the part of the Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization
of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance and delivery
of the Shares. The Transaction Documents constitute, or upon the execution and delivery thereof by the Company will constitute,
the legal, valid and binding obligations of the Company, enforceable against the Company 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 equitable principles.


  


4.3           Capitalization. Schedule
4.3 sets forth (a) the authorized capital stock of the Company; (b) the number of shares of capital stock issued and
outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans and the number of
options or other awards outstanding under such plans; and (d) the number of shares of capital stock issuable and reserved for
issuance pursuant to securities (other than the Shares) exercisable for, or convertible into or exchangeable for any shares of
capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized
and validly issued and are fully paid, nonassessable and free of pre-emptive rights. Except as described on Schedule 4.3,
all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and
are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal
securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance
or other adverse claim. Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory
or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are
no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which
the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated
by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity
securities of any kind. Except as described on Schedule 4.3and except for the Registration Rights Agreement, there
are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among
the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described
on Schedule 4.3 and except as provided in the Registration Rights Agreement, no Person has the right to require
the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the
registration of securities of the Company for its own account or for the account of any other Person.


 






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The
issuance and sale of the Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to
any other Person (other than the Investor) and will not result in the adjustment of the exercise, conversion, exchange or reset
price of any outstanding security.


 


The
Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect
giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.


 


4.4           Valid
Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will
be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than
those created by the Investor), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable
securities laws.


   


4.5           Consents.
The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Shares
require no consent of, action by or in respect of, or filing with, any Person or Governmental Entity other than filings that have
been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities
laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and
warranties of the Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance
and sale of the Shares, and (ii) the other transactions contemplated by the Transaction Documents from the provisions of any stockholder
rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute
binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s
Certificate of Incorporation or Bylaws that is or could reasonably be expected to become applicable to the Investor as a result
of the transactions contemplated hereby, including without limitation, the issuance of the Shares and the ownership, disposition
or voting of the Shares by the Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the
other Transaction Documents.


 


4.6           Delivery
of SEC Filings. The Company has made available to the Investor through the EDGAR system, true and complete copies of the Company’s
most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “10-K”), and all other reports
filed by the Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof (collectively, the “SEC
Filings”).


 


4.7           Use
of Proceeds. The net proceeds of the sale of the Shares hereunder shall be used by the Company for working capital and general
corporate purposes.


 


4.8           No
Material Adverse Change. Since December 31, 2015, except as identified and described in the SEC Filings or as described on Schedule
4.8, there has not been:


 


	 	(i)	any
    change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected
    in the financial statements included in the Company’s Annual Report on Form 10-K for the quarter ended December 31,
    2015, except for changes in the ordinary course of business which have not had and could not reasonably be expected to have
    a Material Adverse Effect, individually or in the aggregate;


 


	 	(ii)	any
    declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of
    the Company, or any redemption or repurchase of any securities of the Company;


 


	 	(iii)	any
    material damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company or its
    Subsidiaries;


 


	 	(iv)	any
    waiver, not in the ordinary course of business, by the Company or any Subsidiary of a material right or of a material debt
    owed to it;


 






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	 	(v)	any
    satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or a Subsidiary, except
    in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results
    or business of the Company and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed
    to be conducted);


 


	 	(vi)	any
    change or amendment to the Company’s Certificate of Incorporation or Bylaws, or material change to any material contract
    or arrangement by which the Company or any Subsidiary is bound or to which any of their respective assets or properties is
    subject;


 


	 	(vii)	any
    material labor difficulties or labor union organizing activities with respect to employees of the Company or any Subsidiary;


 


	 	(viii)	any
    material transaction entered into by the Company or a Subsidiary other than in the ordinary course of business;


 


	 	(ix)	the
    loss of the services of any executive officer, other key employee, or material change in the composition or duties of the
    senior management of the Company or any Subsidiary;


 


	 	(x)	the
    loss or threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect; or


 


	 	(xi)	any
    other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.


 


4.9           No
Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company
and the issuance and sale of the Shares will not (i) conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default under the Company’s Certificate of Incorporation or the Company’s Bylaws, both
as in effect on the date hereof (true and complete copies of which have been made delivered to the Investor or made available
to the Investor through the EDGAR system), (ii) result in any material conflict with or material breach or violation of any statute,
rule, regulation or order of any Governmental Entity or any court, domestic or foreign, having jurisdiction over the Company,
any Subsidiary or any of their respective assets or properties, or (iii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse
claim upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except for such as have
not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.


   


4.10           Title
to Properties. Except as disclosed in the SEC Filings, the Company and each Subsidiary has good and marketable title to all
real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them;
and except as disclosed in the SEC Filings, the Company and each Subsidiary holds any leased real or personal property under valid
and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof
by them.


 


4.11           Certificates,
Authorities and Permits. The Company and each Subsidiary possess adequate certificates, authorities or permits issued by appropriate
Governmental entities necessary to conduct the business now operated by it in all material respects, and neither the Company nor
any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authority
or permit necessary to conduct the business now operated by it in all material respects.


 






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4.12           Labor
Matters.


 


(a)           The
Company is not a party to or bound by any collective bargaining agreements or other agreements with labor organizations. The Company
has not violated in any material respect any laws, regulations, orders or contract terms, affecting the collective bargaining
rights of employees, labor organizations or any laws, regulations or orders affecting employment discrimination, equal opportunity
employment, or employees’ health, safety, welfare, wages and hours.


 


(b)           (i)
There are no labor disputes existing, or to the Company’s Knowledge, threatened, involving strikes, slow-downs, work stoppages,
job actions, disputes, lockouts or any other disruptions of or by the Company’s employees, and to the Company’s Knowledge,
the Company enjoys good labor and employee relations with its employees.


 


4.13           Intellectual
Property.The Company and its Subsidiaries own or have the valid right to use all of the Intellectual Property that is necessary
for the conduct of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as
currently proposed to be conducted.


  


4.14           Litigation.
Except as disclosed in the SEC Filings, there are no pending actions, suits or proceedings against or affecting the Company, its
Subsidiaries or any of its or their properties; and to the Company’s Knowledge, no such actions, suits or proceedings are
threatened or contemplated..


   


4.15           Financial
Statements. The financial statements included in each SEC Filing comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent
corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the
Company and its Subsidiaries as of the dates shown and their consolidated results of operations and cash flows for the periods
shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles
applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case
of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements
of the Company included in the SEC Filings filed prior to the date hereof, neither the Company nor any of its Subsidiaries has
incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to
amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate,
have had or could reasonably be expected to. have a Material Adverse Effect.


  


4.16           Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or the Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than as described in Schedule
4.16.


 


4.17           No
General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general
advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Shares.


 


4.21           No
Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances
that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions
contemplated hereby or would require registration of the Shares under the 1933 Act.


 


4.22           Private
Placement. The offer and sale of the Shares to the Investor as contemplated hereby is exempt from the registration requirements
of the 1933 Act.


 


4.23           Shell
Company Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1).


 






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4.24           Investment
Company. The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing
will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


5.           Representations
and Warranties of the Investor. The Investor hereby represents and warrants to the Company that:


 


5.1           Organization
and Existence. The Investor is a validly existing corporation under the laws of the State of Delaware and has all requisite
corporate power and authority to invest in the Shares pursuant to this Agreement.


 


5.2           Authorization.
The execution, delivery and performance by the Investor of the Transaction Documents have been duly authorized and each will constitute
the valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with their respective
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 equity principles.


 


5.3           Purchase
Entirely for Own Account. The Shares to be received by the Investor hereunder will be acquired for the Investor’s own
account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933
Act, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in
violation of the 1933 Act without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose
of all or any part of such Shares in compliance with applicable federal and state securities laws. Nothing contained herein shall
be deemed a representation or warranty by the Investor to hold the Shares for any period of time. The Investor is not a broker-dealer
registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.


  


5.4           Investment
Experience. The Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment contemplated hereby.


 


5.5           Disclosure
of Information. The Investor has had an opportunity to receive all information related to the Company requested by it and
to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the
offering of the Shares. The Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other due
diligence investigation conducted by the Investor shall modify, limit or otherwise affect the Investor’s right to rely on
the Company’s representations and warranties contained in this Agreement.


 


5.6           Restricted
Securities. The Investor understands that the Shares are characterized as “restricted securities” under the U.S.
federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only
in certain limited circumstances.


 


5.7           Legends.
It is understood that, except as provided below, certificates evidencing the Shares may bear the following or any similar legend:


 


(a)           “The
securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission
of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may
not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended,
(ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory
to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.”


 






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(b)           If
required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state
authority.


 


5.8           Investor
Status. At the time the Investor was offered the Shares, it was, and at the date hereof it is an “accredited investor”
as defined in Rule 501(a) under the 1933 Act. The Investor is not a registered broker dealer registered under Section 15(a) of
the Exchange Act, or a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an entity engaged
in the business of being a broker dealer. Except as otherwise disclosed in writing to the Company on or prior to the date of this
Agreement, the Investor is not affiliated with any broker dealer registered under Section 15(a) of the 1934 Act, or a member of
FINRA or an entity engaged in the business of being a broker dealer. After giving effect to the purchase of the Shares hereunder,
the Investor, together with its Affiliates, will not beneficially own more than 19.9% of the Company’s outstanding Common
Stock or voting power.


  


5.9           No
General Solicitation. The Investor did not learn of the investment in the Shares as a result of any general solicitation or
general advertising.


 


5.10           Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or the Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Investor.


 


5.11           No
Undisclosed Relationship. The Investor does not have any business or personal relationship with any person or group that has
filed a Schedule 13D or Schedule 13G with the SEC in respect of the Company’s securities at any time.


 


6.           Lock-up


 


The
Investor hereby agrees that until the earlier occurrence of (i) the Company executing definitive binding agreements for a Qualified
Transaction and the Qualified Transaction having been closed, or (ii) the first anniversary of the date hereof (such earlier date,
the “Lock-Up Expiration Date” and such period as the “Lock-up Period”), the Investor shall not, directly
or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, pledge, enter into any swap, derivative
transaction or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any shares of Common Stock acquired and beneficially owned by the Investor (whether any such transaction is to be settled by
delivery of common shares, other securities, cash or other consideration) or otherwise dispose (or publicly announce the Investor’s
intention to do any of the foregoing) of, directly or indirectly, any such Shares. Notwithstanding the foregoing, the Investor
may during the Lock-up Period transfer any Common Stock beneficially owned by the Investor (a) to any Affiliate of the Investor
who agrees to be bound by the provisions hereof or (b) solely for bona fide estate planning purposes of an Investor Affiliate.
The obligations of the Investor under this Section 6 shall terminate upon the expiration of the Lock-up Period. For
purposes hereof, a “Qualified Transaction” shall mean any transaction which results in the Company completing (i)
public or private offering with an aggregated gross proceeds of $20,000,000; (ii) merger with or acquisition by an entity with
a market value or enterprise value higher than that of the Company as of December 31, 2015; or (iii) any merger with, or sale
of assets to a Company that results in such entity owning more than 50% of the Company’s capital stock or owning more than
50% of the Company’s assets as of December 31, 2015.


 


7.           Survival
and Indemnification.


 


7.1           Survival.
The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions
contemplated by this Agreement.


 


7.2           Indemnification.
The Company agrees to indemnify and hold harmless the Investor and its Affiliates and their respective directors, officers, trustees,
partners, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses,
claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses
incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the
costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any
breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction
Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person.


 






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7.3           Conduct
of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt
notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party at any time within twenty
(20) days after such notice is provided and conditioned on the indemnifying party assuming full responsibility for any Losses
resulting from such claim; provided that any person entitled to indemnification hereunder shall have the right
to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be
at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying
party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in
the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such
person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in
writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such claim on behalf of such person); and provided, further,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such
indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect of such claim or litigation.


  


8.           Miscellaneous.


 


8.1           Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the
Investor, as applicable, provided, however, that the Investor may assign its rights and delegate its duties
hereunder in whole or in part to an Affiliate; provided, that such Affiliate agrees to the restrictions set forth
in Sections 6. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors
and assigns of the parties. Without limiting the generality of the foregoing, in the event that the Company is a party to a merger,
consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity
securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction,
be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to
such Person and the term “Shares” shall be deemed to refer to the securities received by the Investor in connection
with such transaction. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.


 


8.2           Counterparts;
Faxes; Email. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. This Agreement may be delivered by facsimile or other form of
electronic transmission, including the sending of an electronic scan of an original by email, which shall be deemed an original.


 


8.3           Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 






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8.4           Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, (ii) if given by telecopier or email, then such notice shall be deemed given upon receipt of confirmation of complete
transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by
the recipient or (B) three days after such notice is deposited with the United States Postal Service in first class mail, postage
prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one
Business Day after delivery to such carrier in the United States. All notices shall be addressed to the party to be notified at
the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the
other party:


  


If
to the Company:


 


890
Yongkang Road, Wujang


Suzhou,
Jiangsu Province


People’s
Republic of China


Attention:
Long Yi


Fax:


 


With
a copy to:


Jay
M. Kaplowitz, Esq.


Sichenzia
Ross Friedman Ference LLP


61 Broadway 32nd Fl


New
York, NY 10006


 


If
to the Investor:


Email: Yuelu2004@hotmail.com


 


8.5           Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the parties hereto
and their respective successors and permitted assigns.


 


8.6           Publicity.
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by
the Company or the Investor without the prior consent of the Company (in the case of a release or announcement by the Investor)
or the Investor (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld),
except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange
or securities market, in which case the Company or the Investor, as the case may be, shall allow the Investor or the Company,
as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement
in advance of such issuance. By 8:30 a.m. (New York City time) on the trading day immediately following the execution and delivery
of this Agreement, the Company shall (i) issue a press release disclosing the execution of this Agreement and describing the transactions
contemplated hereby and by the other Transaction Documents and (ii) file a Current Report on Form 8-K attaching the press release
described in the foregoing sentence as well as copies of the material Transaction Documents. In addition, the Company will make
such other filings and notices in the manner and time required by the SEC or Nasdaq.


 


8.7           Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.


 






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8.8           Entire
Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute
the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.


 


 


8.9           Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


8.10           Construction.
The parties agree that they and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments thereto.


 


8.11           Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United
States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to
the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
AS TO THIS WAIVER.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement
as of the date first above written.


 


	The Company:  	CHINA COMMERCIAL CREDIT INC.
	 	 	 
	 	By:	/s/ Long
    Yi
	 	Name:	Long Yi
	 	Title:	CFO
	 	 	 
	The Investor: 	/s/ Yue
    Lu
	 	By:	Yue Lu







 


 


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