Exhibit
10.12


 


Subscription
Agreement


 


This
subscription agreement (this “Subscription”) is dated _____, 2018, by and between the investor identified on
the signature page hereto (the “Investor”) and Wah Fu Education Group Limited, a British Virgin Islands corporation
(the “Company”). The parties agree as follows:


 


1.       Subscription.
Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the
Company’s ordinary shares, $0.01 par value per share (the “Ordinary Share”), as set forth on the signature
page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate
number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto.  The
Shares are being registered for sale pursuant to a Registration Statement on Form F-1, Registration No. 333-223804 (the “Registration
Statement”).  The Registration Statement will have been declared effective by the Securities and Exchange
Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription.
The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor
as required by law. The Shares are being offered by Network 1 Financial Securities Inc. (the “Underwriter”)
as underwriter on a “best efforts” up to $10,000,000. 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 Underwriters,
upon agreement of such parties, 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 preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing
(i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement
by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the
signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor
(A) through the facilities of The Depository Trust Company’s DTC system in accordance with the instructions set forth on
the signature page attached hereto under the heading “DTC Instructions,” or (B) if requested by the Investor on the
signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s
DWAC system, through the book-entry delivery of Shares on the books and records of the transfer agent. If delivery is made by
book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the
Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing
fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration
Statement and any amendment, the terms of which govern the investment in the Shares.


 


The
Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement,
selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange
Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively,
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 regard to monies being wired from an investor’s
bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt
of a completed subscription document. In regards to monies being sent from an investors 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 the offering does not close for any reason prior
to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to
investors promptly in accordance with the terms of the escrow agreement and applicable law.


 






    	 	1	 



     


    

 


2.       Miscellaneous.
This Subscription 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 via electronic format. All communications hereunder, except as otherwise specifically provided herein, 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
or e-mail transmission, 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 (i) to the Company:  as set forth on the signature page hereto and (ii) 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.


 


3.
       FINRA Rules 5130 and 5131. This rule states that "restricted persons"
are prohibited from participating in Syndicate or new issue offerings. Please review the following definition of a "restricted
person" on Schedule A prior to signing this form acknowledging you do not fall into '"restricted person" status.
The undersigned hereby represents and warrants as of the date set forth below that:


 


		i.	The
                                         undersigned is the holder of the account identified below or is authorized to represent
                                         the beneficial holders of the account;



		ii.	Neither
                                         the undersigned nor any beneficial holder of the account is a "restricted person"
                                         as that term is described in FINRA Rule 5130 (described in Schedule A); and



		iii.	the
                                         undersigned understands FINRA Rule 5130 and the account is eligible to purchase new issues
                                         in compliance with such rule.



 


Please
email back the completed Subscription to __________________ or fax to _____________.


 


[Signature
Page Follows]


 




    	 	2	 



     


    

 


[Signature
Page to Investor Subscription Agreement for Wah Fu Education Group Limited]


 


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


 


	Number
    of Shares: ______________________	 	Wah
    Fu Education Group Limited
	 	 	 
	Purchase
    Price per Share: $__________	 	By:	 
	 	 	Name:	 
	Aggregate
    Purchase Price: $______________	 	Title:	 
	 	 	 	 
	 	 	Address Notice:


 


INVESTOR:
_____________________________________________


(Individual,
Entity, Custodian, Trust or Beneficiary)


 


	Signature: _____________________________	Address: _______________________________
	_____________________________________	 
	Signer
    Name: ___________________________	 
	 _____________________________________	 
	Title: __________________________________	Telephone
    No.: __________________________
	 _____________________________________	 
	Tax
    ID # of Signer: _______________________	 
	Email: _________________________________	 


 


Select
method of delivery of Shares: DRS or DWAC (Check One) 


 


___________               DTC
DELIVERY INSTRUCTIONS:


 


	1.	Name
                                         of DTC Participant (broker dealer at which the account



or
accounts to be credited with the Shares are maintained): _______________________________


 


	2.	DTC
                                         Participant Number: _______________________________
	 	 
	3.	Name
                                         of Account at DTC Participant being credited with the Shares: _______________________________
	 	 
	4.	Account
                                         Number of DTC Participant being credited with the Shares: _______________________________



 


___________          DRS
ELECTRONIC BOOK ENTRY CONFIRMATION (hold shares at transfer agent) Delivery Instructions:


 


Name
in which Shares should be issued: ______________________


Address
for Shareholder: Street_________________________________________


City/State/Zip:
______________________________; Attention: _____________________________________


Telephone
No.: _____________________________ 


 






    	 	3	 



     


    

 


INVESTMENT:


 


	Shares
    Purchased __________ Dollar Amount $ ____________	☐
    WIRE     TRANSFER (Instructions below)
	 	SENDING
    BANK:  ___________________________
	☐
    CHECK ENCLOSED    payable to "Continental Stock Transfer & Trust Company” in  Wah
    Fu Education Group Limited 2018 Escrow Account (Continental Stock Transfer & Trust as the Escrow Agent for the Offering)	PHONE:
    ____________________________________
	CHECK
    NUMBER ____________	WIRE
    # ______________  DATE __________ SENT__________


 


WIRE
PAYMENT INSTRUCTIONS:


 


NO
WIRE TRANSFERS MAY BE MADE TO THE ESCROW ACCOUNT UNLESS AND UNTIL: (A) THE REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE
BY THE COMMISSION, AND (B) A COPY OF THIS SUBSCRIPTION AGREEMENT, DULY EXECUTED BY BOTH PARTIES HERETO, HAS BEEN DELIVERED TO
YOU.


 


To
the following instructions:


 


Continental
Stock Transfer & Trust Company 


as
Escrow Agent for Wah Fu Education Group Limited


JP
Morgan Chase Bank, N.A. 


 


 


1
State Street, 30th Floor, New York, NY 10004


ABA/Routing
#: ___________


Swift
#: _____________


Account
#: _____________


Account
Title: __________________


Telephone
No.: ______________


Fax
No.: _____________________


 




    	 	4	 



     


    

 


SCHEDULE
A


 


		a)	FINRA
                                         Member Firms or other Broker/Dealers 



 


		b)	Broker-Dealer
                                         Personnel



 


		a.	Any
                                         officer, director, General partner, associated person or employee of a member firm or
                                         any other Broker/dealer.



		b.	Any
                                         agent of a member firm or any other Broker/dealer that is engaged in the investment banking
                                         or securities business.



		c.	Any
                                         immediate family member of a person specified above. Immediate family members include
                                         a person's parents, mother-in-law or father-in-law, spouse, brother or sister, brother-in-law
                                         or sister-in-law, son-in-law or daughter-in- law, and children.
	 	 	 



		i.	Person
                                         that materially supports or receives material support from the immediate family member.



		ii.	Person
                                         employed by or associated with the member, or an affiliate of the member, selling the
                                         new issue to the immediate family member.



		iii.	Person
                                         that has an ability to control the allocation of the new issue.



 


		c)	Finders
                                         and Fiduciaries. With respect to the security being offered, a finder or any person
                                         acting in a fiduciary capacity to the managing underwriter, including, but not limited
                                         to, attorneys, accountants, and financial consultants; and any immediate family members
                                         (or person(s) receiving material support or receives material support from the family
                                         member) of a person identified as a Finder or Fiduciary.



 


		d)	Portfolio
                                         Managers



 


		a.	Any
                                         person who has authority to buy or sell securities for a bank, savings and loan institution,
                                         insurance company, investment company, investment advisor, or collective investment account.



		b.	Any
                                         immediate family member of a person specified under portfolio Managers that materially
                                         supports, or receives material support from such person.



 


		e)	Persons
                                         Owning a Broker/Dealer



 


		a.	Any
                                         person listed, or required to be listed, in Schedule A of a Form BD, except persons identified
                                         by ownership of less than 10%.



		b.	Any
                                         person listed, or required to be listed, in Schedule B of a Form BD, except persons identified
                                         by ownership of less than 10%.



		c.	Any
                                         person listed, or required to be listed, in Schedule C of a Form BD that meets the criteria
                                         of (e)(bullet point 1) or (e) (bullet point 2) above.



		d.	Any
                                         person that directly or indirectly owns 10% or more of a public reporting company listed,
                                         or required to be listed, in Schedule B of a Form BD.



		e.	Any
                                         person that directly or indirectly owns 25% or more of a public reporting company listed,
                                         or required to be listed, in Schedule B of a Form BD. f. Any immediate family member
                                         of a person specified in (5) (bullet points 1-5) unless the person owning the Broker/dealer:
	 	 	 



		i.	Does
                                         not materially support, or receive material support from the immediate family member.



		ii.	Is
                                         not an owner of the member, or an affiliate of the member, selling the new issue to the
                                         immediate family member.



		iii.	Has
                                         no ability to control the allocation of the new issue.





 


5