Exhibit 10.14


 


JERASH HOLDINGS (US), INC.


 


SUBSCRIPTION AGREEMENT 


 


This Subscription Agreement
(this “Subscription Agreement”) is dated _____________ ___, 2018, by and between the undersigned identified
on the Signature Page hereto (the “Investor”) and Jerash Holdings (US), Inc., a Delaware corporation (the “Company”).


 


WHEREAS, the Company has authorized the
sale and issuance of a minimum of 715,000 shares (the “Minimum Amount”) and up to a maximum of 1,430,000 (the
“Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), on a “best
efforts” basis at an initial public offering price of $7 per Share (the “Purchase Price”);


 


WHEREAS, the offering and sale of the
Shares (the “Offering”) are being made pursuant to an effective Registration Statement on Form S-1 (File No.
333-222596) (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities
Act”), by the Company with the U.S. Securities and Exchange Commission (the “Commission”);


 


WHEREAS, the Company has entered into
an Underwriting Agreement, dated __________, 2018 (the “Underwriting Agreement”), with Network 1 Financial Securities,
Inc., a FINRA-registered broker/dealer, to act as the underwriter of the Shares in the Offering (the “Underwriter”);


 


WHEREAS, the Company, Underwriter and
Continental Stock Transfer & Trust Company have entered into an Escrow Agreement, dated _______, 2018 (the “Escrow
Agreement”), pursuant to which Continental Stock Transfer & Trust Company has agreed to serve as the escrow agent
in connection with the Offering (the “Escrow Agent”);


 


WHEREAS, the Investor desires to purchase
a certain amount of Shares from the Company.


 


NOW, THEREFORE,
in consideration of the foregoing and of the covenants contained herein, the sufficiency of which is hereby mutually accepted,
the parties hereby agree as follows:


 


		1.	Subscription.



 


		a.	Investor agrees to buy and the Company agrees to sell and
issue to Investor such number of Shares of Common Stock as set forth on the signature page hereto (the “Signature Page”),
for an aggregate purchase price equal to the product of (x) the aggregate number of Shares of Common Stock the Investor has agreed
to purchase and (y) the Purchase Price per Share.



 


		b.	The Common Shares are being offered by the Underwriter
on a “best efforts, minimum/maximum” basis. The completion of the purchase and sale of the Shares (the “Closing”)
shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in
accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and Registration Statement,
at the Closing, (i) the Investor shall pay the Purchase Price by check or by wire transfer of immediately available funds to the
Company’s escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall cause
the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository
Trust Company’s (“DTC”) DWAC system in accordance with the instructions set forth on the signature page
attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto,
through the physical delivery of certificates evidencing the Shares to the residential or business address indicated thereon).



  




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		c.	The Underwriter and any participating broker dealers (the
“Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will
comply with Rule 15c2-4. As per Rule 15c2-4 and notice to members 84-7 (the “Rule”), all checks that are accompanied
by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next
business day. In regards to monies being wired from an investor’s bank account, the Members shall request the investors
send their wires by the next business day, however, we cannot insure the investors will forward their respective monies as per
the Rule. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be
“promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed
wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts
will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for
any reason prior to the Termination Date set forth in the final Registration Statement, all funds will be returned to investors
promptly in accordance with the escrow agreement terms and applicable law.





 


		2.	Procedure.



 


		a.	Prior to the Closing Date (as defined below), the Investor
will:



 


		i.	Complete and execute this Subscription Agreement and deliver
it to the Underwriter at the address set forth below for forwarding to the Company:



 


Network 1 Financial Securities, Inc.


The Galleria, Building 2


2 Bridge Avenue


Red Bank, NJ 07701


Attn: Damon D. Testaverde, CEO


T: (732) 758-9001


F.: (732) 758-6671


 


		ii.	Deliver funds in an amount equal to the Purchase Price
multiplied by the number of Shares to which such Investor has subscribed to the Escrow Agent via checks made payable to the order
of “Continental Stock Transfer & Trust Company, Escrow Agent for Jerash Holdings (US), Inc.” or
wire transfer to:



 


[*]

[*]


[*]


ABA No.: [*]


Account No.: [*]


 


		3.	Closing Date; Termination Date. If the Escrow
Agent shall have received at least an aggregate amount of $5,005,000 (the “Requisite Funds”) on or before 5:00
p.m., New York City time, on May 31, 2018 (the “Termination Date”), the Escrow Agent will release
the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the
Company shall deliver the Common Stock being purchased on the Closing Date to the Investors, through the facilities of DTC, and
such Common Stock shall be registered in such name or names and shall be in such denominations, as the Underwriter may request
by written notice to the Company (the “Closing”). The cost of original issue tax stamps and other transfer
taxes, if any, in connection with the issuance and delivery of the Common Stock by the Company to the respective Investors shall
be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company
and the Underwriter against delivery of the Common Stock to the Investors as described above, is hereinafter referred to as the
“Closing Date.”



 


		4.	Return of Funds. If the Requisite Funds have not been received by the Escrow Agent
                                                                                                           or the Company’s listing application with The Nasdaq Capital Market does not get approved on or before the Termination
                                                                                                           Date, the Offering will be deemed terminated, the Escrow Agent will promptly return the funds to the Investors without
                                                                                                           interest or deduction and the Underwriter shall not be entitled to any compensation hereunder.



 




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		5.	Investor Representations.



 


		a.	The Investor represents that it has received (or otherwise
had made available to it by the filing by the Company of an electronic version thereof with the Commission) the Prospectus prior
to or in connection with the receipt of this Agreement.



 


		b.	The Investor represents that it understands and hereby
acknowledges that the Investor’s subscription for the Shares indicated on the Signature Page hereto may be accepted or rejected
in whole or in part by the Company, for any reason and in their sole and absolute discretion.



 


		c.	The Investor represents that, except as set forth below,
(i) it has had no position, office or other material relationship within the past three years with the Company or persons known
to it to be affiliates of the Company, (ii) it is not a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
or an Associated Person (as such term is defined under the FINRA’s NASD Membership and Registration Rules Section 1011)
as of the Closing, and (iii) neither the Investor nor any group of Investors (as such term is used in Rule 13d-5 under the Exchange
Act (as defined below)) of which the Investor is a part in connection with the Offering, acquired, or obtained the right to acquire,
10% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company
on a post-transaction basis.



 


	Exceptions:	 	 
	(if no exceptions, write “none.”  If left blank, response will be deemed to be “none.”)


 


		d.	The Investor has all requisite authority (and in the case
of an individual, the capacity) to purchase the Shares, enter into this Subscription Agreement and to perform all the obligations
required to be performed by the Investor hereunder, and such purchase will not contravene any law, rule or regulation binding
on the undersigned or any investment guideline or restriction applicable to the undersigned.



 


		6.	Acceptance. No offer by the Investor to buy
Shares will be accepted and no part of the Purchase Price will be delivered to the Company until the Company has accepted such
offer, or a portion thereof, by countersigning a copy of this Agreement and delivering a fully-executed version of this Agreement,
and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to such execution
and delivery by the Company. If the Company rejects a subscription, or a portion thereof, for the Shares, the deposited Purchase
Price for the rejected subscription, or a portion thereof as the case may be, shall be returned by the Escrow Agent to the Investor,
without interest thereon or deduction therefrom.



 


		7.	Company Confirmation. The Investor acknowledges
and agrees that such Investor’s receipt of the Company’s signed counterpart to this Agreement, together with the Prospectus
(or the filing by the Company of an electronic version thereof with the Commission), shall constitute written confirmation of
the Company’s sale of the Shares to such Investor.



 


		8.	Not a Firm Commitment Offering. The Investor
acknowledges that the Offering is being conducted on a “best efforts” basis and is not being underwritten on a “firm
commitment” basis by the Underwriter.



 


		9.	Termination. In the event that the Underwriter
Agreement is terminated by the Underwriter pursuant to the terms thereof, this Agreement shall terminate without any further action
on the part of the parties hereto.



 


		10.	Notices. All communications hereunder, except
as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or certified mail, return receipt
requested), personally delivered or sent by facsimile transmission and confirmed, or by electronic transmission via PDF, and shall
be deemed given when so delivered or faxed and confirmed or transmitted or if mailed, two days after such mailing.



 




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If to the Underwriter:


 


Network 1 Financial Securities, Inc.


Galleria, Penthouse


2 Bridge Avenue, Building 2


Red Bank, NJ 07701


Attn: Damon D. Testaverde, Chief Executive Officer


Fax No.: (732) 758-6671


 


With a copy (which shall not constitute notice) to:




Magri Law, LLC


2642 NE 9th Ave.


Fort Lauderdale, FL 33334


Attn: Philip Magri


Email: pmagri@magrilaw.com


Fax No.: 646-836-9200


 


If to the Company:


 


Jerash Holdings (US), Inc.


147 W. 35th Street, Room #1603


New York, New York 10001


Attn: Chin Lin Hung


Telephone: (212) 575-9085


 


With a copy (which shall not constitute notice) to:


 


James M. Jenkins, Esq.


Alexander R. McClean, Esq.


Harter Secrest & Emery LLP


1600 Bausch & Lomb Place


Rochester, New York 14604


Telephone: (585) 232-6500


 


		11.	Changes. This Agreement may not be modified
or amended except pursuant to an instrument in writing signed by the Company and the Investor.



 


		12.	Headings. The headings of the various sections
of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.



 


		13.	Severability. In case any provision contained
in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or impaired thereby.



 


		14.	Governing Law. This Agreement will be governed
by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts
of law that would require the application of the laws of any other jurisdiction.



 


		15.	Counterparts. This Agreement may be executed
in two or more counterparts, each of which will constitute an original, but all of which, when taken together, will constitute
but one instrument, and will become effective when one or more counterparts have been signed by each party hereto and delivered
to the other parties.



 


[SIGNAURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the Investor has executed this Subscription
Agreement as of the date written below.


 


	Issuer:	 	JERASH HOLDINGS (US), INC.
	 	 	 
	Purchase Price per Share:	 	$7 
	 	 	 
	Number of Shares being Purchased by Investor:	 	__________________
	 	 	 
	Total Purchase Price (Number of Shares multiplied by Purchase Price:	 	$__________________


 


	INVESTOR:	 	CO-INVESTOR:
	 	 	 
	 	 	 
	Name of Investor	 	Name of Co-Investor, if applicable
	 	 	 
	 	 	 
	Signature of Investor	 	Signature of Co-Investor, if applicable
	 	 	 
	 	 	 
	Social Security Number (SSN) or Fed Tax ID (EIN)	 	Social Security Number (SSN) or Fed Tax ID (EIN)
	 	 	 
	Date:	 	 	Date:	 


 


The Shares subscribed for hereby are being
purchased as follows:


 


(Check One)


 ̈          individually


 ̈          joint
tenants


 ̈          joint
tenants with right of survivorship


 ̈          tenants
in common


 ̈          partnership


 ̈          limited
liability company


 ̈          as
custodian, trustee or agent for 

_____________________ corporation


 




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	Investor’s Name and	 	Co-Investor’s Name 
	Address (please print)    	 	Address (please print):
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Email address:	 	Email address:
	 	 	 






 





DELIVERY INSTRUCTIONS:


 


	Please deliver my shares to my Network 1 Account number:	 	 








  


OR


 


Please Deliver shares to: 


 





 



  


	DTC Participant Number:	 
	 	 
	Name of Account at DTC Participant being credited 

with the Shares:	 
	 	 
	Account Number at DTC Participant being credited 

with the Shares:	 




 





 



 


The foregoing Subscription is hereby accepted.


 


	 	JERASH HOLDINGS (US), INC. 
	 	 	 
	 	By: 	 
	 	 	Name:  Chin Lin Hung
	 	 	Title:  President
	 	 	 
	 	Date: 	 


 







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