Exhibit 10.5


 





Subscription Agreement


 


This subscription agreement (this “Subscription”)
is dated ____________, 2019, by and between the investor identified on the signature page hereto (the “Investor”)
and Happiness Biotech Group Limited (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, $0.0005 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- 230170 (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 Univest Securities, LLC (the “Underwriter”)
as underwriter on a “best efforts basis” up to $11,000,000. 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 Underwriter(s) 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 DWAC system in accordance with the instructions set forth on the signature page attached
hereto under the heading “DWAC 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.


 


Each of the Underwriters 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.


 


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.


 


[Signature Page Follows]









    	 



    	 



    

 





[Signature Page to Investor Subscription
Agreement for Happiness Biotech 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: __________________________                                         Happiness
Biotech Group Limited


Purchase Price per Share: $[_____]                                                                        By: _____________________________


 


Aggregate Purchase Price: $__________________                                            Name:
__________________________


    Title: ___________________________


    Address
Notice:


 


INVESTOR: ________________________________                                       [Issuer Notice
Information]


 


 


 


By: ________________________________________ 


Name: 


Title:


 


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


 


___________DWAC DELIVERY INSTRUCTIONS:


 


		1.	Name of DTC Participant (brokerdealer 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.: _____________________________ 


 


WIRE PAYMENT INSTRUCTIONS:


 


NO WIRE TRANSFERS MAY BE MADE TO THE ESCROW
ACCOUNT, DIRECTLY OR THROUGH ANY UNDERWRITER 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:


 


[Escrow Agent]


[Escrow Agent Address]


ABA/Routing #: ___________


Swift #: _____________


Account #: _____________


Account Title: __________________


Telephone No.: ______________


Fax No.: _____________________