Exhibit 10.1


 





THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION
AGREEMENT") RELATES TO AN OFFERING OF SECURITIES RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
THE FEDERAL SECURITIES LAWS PURSUANT TO SECTION 4(2) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND/OR RULE 506 OF REGULATION D (“REGULATION D”) AS PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION
(THE “SEC”) UNDER THE SECURITIES ACT AND IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
HEREIN) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.


 


NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.


 


PRIVATE PLACEMENT SUBSCRIPTION

FOR ACCREDITED IVNESTRORS AND NON U.S. SUBSCRIBERS


 


TAKUNG ART CO., LTD


 


PRIVATE PLACEMENT


 


INSTRUCTIONS TO SUBSCRIBER:


 


COMPLETE the information on page 2 of this Subscription
Agreement.


 


FAX a copy of page 2 of this Subscription Agreement
to TAKUNG ART CO., LTD c/o Sichenzia Ross Friedman Ference LLP, Attention Benjamin Tan, Esq. at  +1 (212) 930 9725.


 


COURIER the originally executed copy of the entire
Subscription Agreement to TAKUNG ART CO., LTD c/o Sichenzia Ross Friedman Ference LLP:


 


Sichenzia Ross Friedman Ference LLP


61 Broadway, 32nd Floor,


New York, NY 1006


 


Attention: Benjamin Tan, Esq.


 






     


     


    




  


TAKUNG ART CO., LTD

PRIVATE PLACEMENT


 


The Subscriber hereby irrevocably subscribes for, and on Closing
will purchase from the Company, the following securities at a price of US$1.58 per share of common stock, par value $0.001 (“Share”)
for a total subscription proceeds of US$_____ (“Subscription Proceeds”):


 


	
         

        ______________     Shares

	 
	EXECUTED by the Subscriber this _______ day of______________, 2015. By executing this Agreement, the Subscriber certifies
    that the Subscriber and any beneficial purchaser for whom the Subscriber is acting is resident in the jurisdiction shown as
    the "Address of the Subscriber". The address of the Subscriber will be accepted by the Company as a representative
    as to the address of residency for the Subscriber.


  





	 	EXECUTION BY SUBSCRIBER
	 	 	 
	 	X	 
	 	Signature of Subscriber
	 	 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 



 


 


ACCEPTED this ___ day of _______ 2015


 


TAKUNG ART CO., LTD


 


 







Authorized signatory


 


 


By signing this acceptance, the Company agrees to be bound by
all representations, warranties, covenants and agreements on page 11 hereof.


 


This Subscription Agreement and Investor Questionnaire may be
executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement and Investor Questionnaire
by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Subscription Agreement and Investor Questionnaire as of the date hereinafter set forth.


 






    	 	2	 



     


    

 


THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION
AGREEMENT") RELATES TO AN OFFERING OF SECURITIES RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
THE FEDERAL SECURITIES LAWS PURSUANT TO SECTION 4(2) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND/OR RULE 506 OF REGULATION D (“REGULATION D”) AS PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION
(THE “SEC”) UNDER THE SECURITIES ACT AND IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
HEREIN) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.


 


NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.


 


PRIVATE PLACEMENT SUBSCRIPTION

(Accredited Investors and Non U.S. Subscribers Only)


 


		TO:	TAKUNG ART CO., LTD  (the "Company")



Flat/RM
03-04 20/F Hutchison House


10
Harcourt Road, Central, Hong Kong


 


Purchase of Shares


 


1.             SUBSCRIPTION


 


1.1           The undersigned
(the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of common shares of the Company's
common stock (the "Shares") as set out on page 2 of this Subscription Agreement at a price of US$1.58 per Share (such
subscription and agreement to purchase being the "Subscription"), for the total subscription price as set out on page
2 of this Subscription Agreement (the "Subscription Proceeds"), which Subscription Proceeds are tendered herewith, on
the basis of the representations and warranties and subject to the terms and conditions set forth herein.


 


1.2           The Company hereby
agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, to
the Subscriber the Shares. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the
Company. This offering is not subject to any minimum offering but a maximum offering of $1,896,000.


 


1.3           Unless otherwise
provided, all dollar amounts referred to in this Subscription Agreement are in lawful currency of the United States of America.


 






    	 	3	 



     


    

  


2.             PAYMENT


 


2.1
          The Subscription Proceeds must accompany this Subscription Agreement and shall be wired
to the following escrow account and be in immediately available
funds in U.S. dollars:


 


		Wire to:	Citibank



153
East 53rd Street


23rd Floor


New York, NY 10022


 


A/C of Sichenzia Ross Friedman Ference LLP


A/C#: 4974921703


ABA#: 021000089


SWIFT Code:CITIUS33


 


Ref: Takung Art Co., Ltd/ (Name of Subscriber)


  


The Subscriber agrees that the escrow agent
shall have no accountability or obligations to the Subscriber whatsoever, and acknowledges that the escrow agent is accountable
only to the Company. The Subscriber agrees that when the Subscription Proceeds are deposited in the escrow account, the escrow
agent’s only duty shall be to deliver the Subscription Proceeds to the Company or its designees, all solely according to
payment instructions submitted by the Company and (the “Payment Instructions”), and the escrow agent shall require
no further instructions from the Subscriber in delivering the same to the Company or its designees. In the event the Company rejects
this subscription in whole or in part, the escrow agent shall return the Subscription Proceeds directly to the Subscriber without
interest or deduction there from.


 


2.2           The Subscriber
acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection
herewith will be held by the Company's lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted
by the Company for whatever reason within 60 days of the delivery of an executed Subscription Agreement by the Subscriber, this
Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to
the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement without interest or deduction.


 


2.3           Where the Subscription
Proceeds are paid to the Company, the Company may treat the Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the Company.


 


2.4           The Subscriber
must complete, sign and return to the Company an executed copy of this Subscription Agreement, including the attached completed
Questionnaire.


 


2.5           The Subscriber
shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices
and undertakings as may be required by regulatory authorities, and applicable law.


 


3.             CLOSING


 


3.1            Closing of the purchase and sale of
the Shares shall occur on or before October 21 (date), 2015, or unless extended, on or before November 21, 2015 or on such other
date as may be determined by the Company in its sole discretion (the "Closing Date"). The Subscriber acknowledges that
Shares may be issued to other subscribers under this offering (the "Offering") before or after the Closing Date. The
Company, may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with
one or more subscribers (including the Subscriber hereunder) to complete delivery of the Shares to such subscriber(s) against payment
therefore at any time on or prior to the Closing Date


 






    	 	4	 



     


    

  


3.2            On each Closing Date (as defined herein), the Company
shall irrevocably instruct its transfer agent to deliver to the Subscriber one or more stock certificates bearing the restrictive
legends described below, evidencing the number of Shares the Subscriber is purchasing as is set forth on page 2 of this Agreement
within two (2) business days after the Closing Date (the “Subscribed Shares”).


 


4.             ACKNOWLEDGEMENTS
OF SUBSCRIBER


 


4.1            The Subscriber acknowledges and agrees
that:


 


(a)   none of the Shares have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities or "blue sky"
laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the
meaning of the Securities Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as
defined herein), except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with
applicable state and provincial securities laws;


 


(b)   the Company will refuse to register
any transfer of any of the Shares not made in accordance with the provisions of Regulation S or Regulation D, pursuant to an effective
registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act;


 


(c)   the decision to execute this Subscription
Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as
to fact or otherwise made by or on behalf of the Company and such decision is based solely upon a review of information regarding
the Company provided by the Company to the Subscriber (the "Company Information");


 


(d)   the Subscriber and the Subscriber's
advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from
the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable
effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document
provided to the Subscriber;


 


(e)  the books and records of the Company
were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during
reasonable business hours at  its principal place of business and that all documents, records and books pertaining to this
Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);


 


(f)   by execution hereof the Subscriber
has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;


 


(g)   the Company is entitled to rely on
the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and
the Investor Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result
of the Subscriber's failure to correctly complete this Subscription Agreement and the Investor Questionnaire;


 






    	 	5	 



     


    

  


(h)   the Subscriber will indemnify and hold
harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from
and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees,
costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative
proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or
warranty of the Subscriber contained herein or in any other document furnished by the Subscriber to the Company in connection herewith,
being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by
the Subscriber to the Company in connection therewith;


 


(i)   the issuance and sale of the Shares
to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is
not in the best interests of the Company;


 


(j)   the Subscriber has been advised to
consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares
and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible)
for compliance with:


 


(i)   any applicable laws of the jurisdiction in
which the Subscriber is resident in connection with the distribution of the Shares hereunder, and


 


(ii)   applicable resale restrictions;


 


(k)   the Subscriber has not acquired the
Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under
the Securities Act) in the United States in respect of any of the Shares which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale
of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration
of any of the Shares pursuant to the Securities Act and any applicable state securities laws or under an exemption from such registration
requirements and as otherwise provided herein;


 


(l)   the Subscriber is outside the United
States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for
investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part,
and no other person has a direct or indirect beneficial interest in such Shares;


 


(m)   none of the Shares may be offered or
sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration
of a period of one year after the date of original issuance of the Shares;


 


(n)   the statutory and regulatory basis
for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S and Regulation
D, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act;


 






    	 	6	 



     


    

  


(o)   none of the Shares are listed on any
stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares
will become listed on any stock exchange or automated dealer quotation system;


 


(p)   neither the SEC nor any other securities
commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;


 


(q)   no documents in connection with this
Offering have been reviewed by the SEC or any state securities administrators;


 


(r)  there is no government or other insurance
covering any of the Shares; and


 


(s)   this Subscription Agreement is not
enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company
reserves the right to reject any subscription for any reason.


 


5.             REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE SUBSCRIBER


 


5.1            The Subscriber hereby represents
and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing Date)
that:


 


(a)   the Subscriber is not a U.S. Person (as
defined herein);


 


(b) the Subscriber is (i) an “Accredited Investor”,
as the term is defined in Rule 501(a) of the Securities Act, or (ii) a sophisticated non-accredited investor, as more completely
set forth on the Investor Questionnaire attached hereto, which is incorporated by reference as if more fully set forth herein.
The Subscriber shall submit to the Company such further assurances of accredited or sophisticated status as may reasonably be requested
by the Company.


 


(c)   the Subscriber is not acquiring the Shares
for the account or benefit of, directly or indirectly, any U.S. Person (as defined herein);


 


(d)   the Subscriber is resident in the jurisdiction
set out on page 2 of this Subscription Agreement;


 


(e)   the Subscriber:


 


(i)   is knowledgeable of, or has been independently
advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the
Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Shares,


 


(ii)   is purchasing the Shares pursuant to exemptions
from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted
to purchase the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without
the need to rely on any exemptions,


 


(iii)   acknowledges that the applicable securities
laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals
of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with
the issue and sale or resale of any of the Shares, and


 






    	 	7	 



     


    

  


(iv)   represents and warrants that the acquisition
of the Shares by the Subscriber does not trigger:


 


A.   any obligation to prepare and file a prospectus
or similar document, or any other report with respect to such purchase in the International Jurisdiction, or


 


B.
  any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and


 


the Subscriber will, if requested by the Company,
deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters
referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;


 


(f)   the Subscriber is acquiring the Shares
as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or
in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States
or to U.S. Persons (as defined herein);


 


(g)   the Subscriber is outside the United States
when receiving and executing this Subscription Agreement and Investor Questionnaire;


 


(h)   the Subscriber understands and agrees not
to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions
of the Securities Act and in each case only in accordance with applicable state securities laws;


 


(i)   the Subscriber acknowledges that it has
not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in
Regulation S under the Securities Act) in the United States in respect of any of the Shares which would include any activities
undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United
States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the
Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities laws or
under an exemption from such registration requirements and as otherwise provided herein;


 


(j)   the Subscriber has the legal capacity and
competence to enter into and execute this Subscription Agreement and Investor Questionnaire and to take all actions required pursuant
hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction
of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution
and performance of this Subscription Agreement and Investor Questionnaire on behalf of the Subscriber;


 


(k)   the entering into of this Subscription
Agreement and Investor Questionnaire and the transactions contemplated hereby do not result in the violation of any of the terms
and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written
or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;


 






    	 	8	 



     


    

  


(l)   the Subscriber has duly executed and delivered
this Subscription Agreement and Investor Questionnaire and they constitute a valid and binding agreement of the Subscriber enforceable
against the Subscriber;


 


(m)   the Subscriber has received and carefully
read this Subscription Agreement, Company Information and Investor Questionnaire;


 


(n)
  the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, (iii) is able to bear the economic risks of an investment in the Shares for
an indefinite period of time, (iv) has not made an overall commitment
to investments which are not readily marketable and which are disproportionate so as to cause such overall commitment to become
excessive and (v) can afford the complete loss of such investment;


 


(o)   the Subscriber has the requisite knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares
and the Company, and the Subscriber is providing evidence of knowledge and experience in these matters through the information
requested herein;


 


		 	(p)   the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements,
representations, warranties, covenants and agreements contained in this Subscription Agreement, and agrees that if any of such
acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify
the Company;



 


(q)   the Subscriber is aware that an investment
in the Company is speculative and involves certain risks, including the possible loss of the investment;


 


(r)   the Subscriber is purchasing the Shares
for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment
or resale to others, and no other person has a direct or indirect beneficial interest is such Shares, and the Subscriber has not
subdivided his interest in the Shares with any other person;


 


(s)   the Subscriber is not an underwriter of,
or dealer in, the shares of the Company's common stock, nor is the Subscriber participating, pursuant to a contractual agreement
or otherwise, in the distribution of the Shares;


 


(t)   the Subscriber has made an independent
examination and investigation of an investment in the Shares and the Company and has depended on the advice of its legal and financial
advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the
Shares and the Company;


 


(u)   if the Subscriber is acquiring the Shares
as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such
account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of
such account;


 


(v)   the Subscriber is not aware of any advertisement
of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including
advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over
radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;


 






    	 	9	 



     


    

  


(w)   no person has made to the Subscriber any
written or oral representations:


 


(i)   that any person will resell or repurchase
any of the Shares,


 


(ii)   that any person will refund the purchase
price of any of the Shares,


 


(iii)   as to the future price or value of any
of the Shares, or


 


(iv)   that any of the Shares will be listed and
posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post
any of the Shares of the Company on any stock exchange or automated dealer quotation system; and


 


(x)   the Subscriber acknowledges and agrees
that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company,
along with an executed copy of this Subscription Agreement, Investor Questionnaire and such other supporting documentation that
the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.


 


(y) the Subscriber has consulted with such independent
legal counsel or other advisers as the Subscriber has deemed appropriate to assist the undersigned in evaluating the proposed investment
in the Shares. By accepting these documents, the Subscriber agrees that the information contained herein, and in all related and
ancillary documents, shall be kept confidential (except as may be properly disclosed to the Subscriber’s counsel, accountants,
and investment representatives, if any, to which disclosure is made in connection with an evaluation of whether to invest in the
Shares) and will not be reproduced, made available or accessible, or used for any other purpose other than in connection with considering
the purchase of the Shares or as required by law or order of a court of competent jurisdiction. The Subscriber agrees that it and
its representatives shall not use, and will not permit the use of, all of the information in the Private Placement Memorandum in
a manner or for a purpose detrimental to the Company. The Subscriber acknowledges that until public announcement, the terms and
existence of this Subscription Agreement may be deemed material non-public information under the Securities Exchange Act of 1934,
and shall govern its activities accordingly.


 


(z) if required by applicable securities legislation,
regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber
will execute, deliver, file and otherwise assist the Company in filing such reports, undertakings and other documents with respect
to the issuance of the Shares.


 


5.2            In this Subscription Agreement,
the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S
promulgated under the Securities Act and for the purpose of the Subscription Agreement includes any person in the United States.


 






    	 	10	 



     


    

  


6.             ACKNOWLEDGEMENT
AND WAIVER


 


6.1            The Subscriber has acknowledged
that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest
extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.


 


6.2            The Subscriber further understands that it is purchasing
all such Shares without being furnished a prospectus setting forth all of the information that may be required to be furnished
under applicable securities laws in a registered public offering and, as a consequence, certain protections, rights and remedies
provided in applicable securities legislation, including statutory rights of rescission or damages, may not be available to it.


   


7.             REPRESENTATIONS
AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY


 


7.1            The Subscriber
acknowledges that the acknowledgements, representations and warranties contained herein are made by it with the intention that
they may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to purchase the Shares
under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder
to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Shares, it will be representing and warranting that the acknowledgements representations and warranties
contained herein are true and correct as of the date hereof and will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Shares.


 


8.             RESALE
RESTRICTIONS


 


8.1            The Subscriber
acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable
to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the Securities
Act or the securities laws of any state of the United States. None of the Shares may be offered or sold in the United States unless
registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration
requirements are available.


 


9.             LEGENDING
AND REGISTRATION OF SUBJECT SECURITIES


 


9.1            The Subscriber
hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following
form:


 


THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").


 


NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS
DEFINED BY REGULATION S UNDER THE SECURITIES ACT.


 






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9.2             The Subscriber
hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.


 


10.             COLLECTION
OF PERSONAL INFORMATION


 


10.1            The Subscriber
acknowledges and consents to the fact that the Company is collecting the Subscriber's personal information for the purpose of fulfilling
this Subscription Agreement and completing the Offering. The Subscriber's personal information (and, if applicable, the personal
information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Company to (a) stock exchanges
or securities regulatory authorities, (b) the Company's registrar and transfer agent and (c) any of the other parties involved
in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this
Subscription Agreement and Investor Questionnaire, the Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the
Subscriber is contracting hereunder) and to the retention of such personal information for as long as permitted or required by
law or business practice. Notwithstanding that the Subscriber may be purchasing Shares as agent on behalf of an undisclosed principal,
the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by
the Company in order to comply with the foregoing.


 


11.             Registration
of Shares


 


11.1            The
Company undertakes and agrees with the Subscriber, that the Company will file a “resale” registration statement on
Form S-1 (the “Registration Statement”) covering the Shares not later than 45 days after the Closing Date and
shall use its commercially reasonable efforts to have it declared effective within 150 days after Closing. In the event of a full
review of the Registration Statement by the Securities and Exchange Commission (“SEC”), the required effective date
will be extended by 30 days. All shares sold in this Offering will be included in such Registration Statement. The Company will
use its commercially reasonable efforts to secure the effectiveness of the Registration Statement as promptly as practicable. Unless
otherwise directed by the Subscriber, the Shares issued to the Subscriber in this Offering will be included on the Registration
Statement. Such registration shall be without cost to the Subscriber, except if the Subscriber desires to obtain its own counsel,
in which case the fees of such counsel shall be paid by the Subscriber. Once the Registration Statement is declared effective,
the Company will not be required to maintain the effectiveness of such Registration Statement once all or a majority of the Shares
registered become eligible for sale under Rule 144 or another exemption from the registration requirements.


 


11.2            If (a) the Registration Statement is not filed on time
or (b) the Registration Statement is not effective on the sooner of (i) three (3) days after the SEC states that there will be
no review or (ii) three (3) days after the SEC states that the SEC has no further comments, or (c) upon the occurrence of other
registration default, the Company shall pay liquidated damages of 1% of the Subscription Proceeds per each 30- day period or part
thereof for any registration default, but such liquidated damages shall not exceed 5% of the Subscription Proceeds. Such damages
shall be paid in additional shares of common stock priced at the Offering for the Shares.


 






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11.3            In the event the SEC does not permit the Company to
register all of the Shares in the Registration Statement because of the SEC’s application of Rule 415, the number of Shares
to be registered on such Registration Statement will be accordingly reduced by the relevant number of shares owned by all the subscribers
in the Offering applied on a pro-rata basis.


 


12.             COSTS


 


12.1            The Subscriber
acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special
counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.


 


13.             GOVERNING
LAW


 


13.1            This Subscription
Agreement is governed by the laws of the State of New York and the federal laws of the United States applicable thereto. The Subscriber,
in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably
attorns to the exclusive jurisdiction of the Courts of the State of New York.


 


14.             SURVIVAL


 


14.1            This Subscription
Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue
in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by
the Subscriber pursuant hereto.


 


15.             ASSIGNMENT


 


15.1            This Subscription
Agreement is not transferable or assignable.


 


16.             SEVERABILITY


 


16.1            The invalidity
or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.


 


17.
            ENTIRE AGREEMENT


 


17.1            Except as expressly
provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there
are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common
law, by the Company or by anyone else.


 






    	 	13	 



     


    

  


18.             NOTICES


 


18.1            All notices and
other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any
standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 2 and notices to the Company
shall be directed to it at the first page of this Subscription Agreement.


 


19.             COUNTERPARTS
AND ELECTRONIC MEANS


 


19.1            This Subscription
Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original
and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic
facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution
and delivery of this Subscription Agreement as of the date hereinafter set forth.


 






    	 	14	 



     


    

  


IN WITNESS WHEREOF, subject to acceptance by the Company, the
undersigned has executed this Agreement on the date their signature has been subscribed and sworn to below.


 


DATED as of this day of , 2015.


 


 





	Name (full legal name of Subscriber):	 	 
	 	 	(print name of subscriber)
	 	 	 
	 	 	 
	Address of Subscriber:	 	 
	 	 	 
	 	 	 
	 	 	(address, including postal code)
	 	 	 
	 	 	(telephone
number)
	 	 	 
	 	 	(facsimile number, if any)
	 	 	 
	 	 	(e-mail address)



 


 





	 	By:	 
	 	 	 
	 	 	 
	 	(signature)	 
	 	 	 
	 	 	 
	 	(if corporation, print name of authorized signatory)	 
	 	 	 
	 	 	 
	 	(official capacity)	 
	 	 	 
	 	 	 
	 	(social security number or federal corporate/business account number)



 





  


ACCEPTED as of the day of , 2015.


 


TAKUNG ART CO., LTD


 





	By:	 	Shares Issued:
	Name:	Di Xiao   	 
	Title:	Chief Executive Officer   	 



 






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