Unassociated Document


     

    Exhibit
10.2

    
       

      SUBSCRIPTION
AGREEMENT

      


      EFT
BIOTECH HOLDINGS, Inc.

      


      Up
to 10,000,000 Units/USD $3.80 per Unit

      Each
Unit Consisting of One Share of Common Stock

      And
One Two-Year Warrant Exercisable at USD $3.80 per Share

      


      For
Non-U.S. Purchasers

      


      Pursuant
to Regulation S

      


      


      EFT
BioTech Holdings, Inc., a Nevada corporation (the “Company”), is offering to
sell to the undersigned Units of the Company at the purchase price of USD $3.80
per Unit (the “Units”). Each Unit consists of one share of common stock, $0.0001
par value per share of the Company (the “Unit Share”) and one two-year
redeemable common stock purchase warrant (the “Warrant”).  The Warrant
is exercisable to purchase one share of common stock of the Company at USD $3.80
per share at any time from the date of issuance until the second anniversary
date of the date of issuance (the “Warrant Shares” and together with the Units,
Units Shares and  Warrants, the “Securities”). The Warrants are
redeemable, on a pro rata basis, by the Company at a purchase price of USD
$0.0001 per Warrant 30 days from the 10th
consecutive trading day that the closing sales price, or the average of the
closing bid and asked price in the event that the Company’s common stock trades
on the OTC or any public securities market within the U.S., of the Company’s
common stock is at least USD $11.00. The minimum investment is 300 Units (USD
$1,140), except we may accept subscriptions for lesser amounts with the consent
of Buckman, Buckman & Reid, Inc., the placement agent of the Units
(“Buckman” or the “Placement Agent”).  Offers and sales of the Units
will be made by the Placement Agent on a “best efforts” basis only to non-U.S.
Persons as defined in, and pursuant to, Regulation S under the Securities Act of
1933, as amended (“Securities Act”) (the “Offering”).

      


      THAT
THE SECURITIES WILL BE MADE AVAILABLE ONLY TO NON-U.S. RESIDENTS UNDER
REGULATION S PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES OFFERED HEREBY
ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS FOR OFFERINGS OUTSIDE
THE UNITED STATES. SUCH EXEMPTIONS LIMIT THE NUMBER AND TYPES OF INVESTORS TO
WHICH THE OFFERING WILL BE MADE AND RESTRICT SUBSEQUENT SALES AND/OR TRANSFERS
OF THE SECURITIES WITHIN THE UNITED STATES.

       

      AN APPLICATION FOR THE UNITS IS NOT
INVITED FROM ANY PERSONS IN HONG KONG OTHER THAN A PERSON TO WHOM A COPY OF THE
OFFERING MATERIALS HAS BEEN ISSUED BY US, AND IF MADE, WILL NOT BE ACCEPTED,
UNLESS THE APPLICANT SATISFIES US THAT HE IS A PROFESSIONAL INVESTOR WITHIN THE
MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CHAPTER 571 OF THE LAWS OF HONG
KONG).

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
        	
                A. 

              	
                Subscription.

              


      

      


      1.           The
undersigned hereby subscribes for the number of Units set forth on the signature
page below at a purchase price of $3.80 per Unit.

      


      2.           Enclosed
is a check made payable to the “United Commercial Bank as Escrow Agent for EFT
BioTech Holdings, Inc.” or confirmation of a wire transfer in accordance with
the following instructions, in the full amount of the purchase price of the
Units subscribed for:

       

       

      
        
          	
                  Wire
      Instructions:

                
	
                  Bank
      Name:

                	
                  United
      Commercial Bank

                
	
                  Bank
      Address:

                	
                  1228
      S. Baldwin Ave, Arcadia CA 91007

                
	
                  Routing
      No:

                	
                   (ABA)
      321070450

                
	
                  Account
      Name:

                	
                   EFT
      BioTech Holdings Escrow
Account

                


        

      

       

      


      
        	
                B. 

              	
                Subscriber’s
      Acknowledgements and
Agreements.

              


      

      


      The undersigned understands,
acknowledges and agrees that:

       

      1.           This
subscription may be accepted or rejected in whole or in part by the Company and
the Placement Agent, in their sole discretion.

       

      2.           Except
as provided under applicable securities laws, this subscription is and shall be
irrevocable except that (i) the undersigned’s execution and delivery of this
Subscription Agreement will not constitute an agreement between the Company,
Placement Agent  and the undersigned until this Subscription Agreement
is accepted on behalf of the Company and, if not so accepted, the undersigned’s
subscription and obligations hereunder will terminate and (ii) the undersigned
can, at any time prior to acceptance of this Subscription Agreement, request in
writing that the undersigned be released from the obligations hereunder (and the
Company may, but need not, in its discretion, elect to release the undersigned
from the subscription and from such obligations).

       

      3.           No
federal, state, or foreign agency has made any findings or determination as to
the fairness of the terms of this offering.  The Securities have not
been recommended or endorsed by any U.S. federal or state securities commission
or regulatory agency or any foreign securities commission or regulatory
authority.

       

      4.           The
undersigned acknowledges that the Company has made no representations with
respect to registration of the Securities under the Securities Act, that no such
registration is contemplated, and the undersigned must be prepared to bear the
economic risk of his/her investment for an indefinite period of
time.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      5.           The
following securities law matters are applicable to this offering:

      


      TO ALL
SUBSCRIBERS:  THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.
PERSONS UNLESS PURSUANT TO REGULATION S OR THE SECURITIES ARE REGISTERED UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT IS AVAILABLE.  IT IS THE RESPONSIBILITY OF ANY INVESTOR
PURCHASING THE SECURITIES TO SATISFY ITSELF AS TO FULL OBSERVANCE OF THE LAWS OF
ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH
PERSON, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS AND
OBSERVING ANY OTHER APPLICABLE REQUIREMENTS.

      


      WARNING:

      


      TO
SUBSCRIBERS IN HONG KONG: THE OFFERING MEMORANDUM RELATING TO THE
SECURITIES HAS NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG
KONG.  YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE
OFFER.  IF YOU ARE IN DOUBT ABOUT ANY OF THE CONTENTS OF THIS DOCUMENT
OR OF THE OFFERING MEMORANDUM RELATING TO THE OFFERING OF THE SECURITIES, YOU
SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

      


      THIS
DOCUMENT RELATES TO A SUBSCRIPTION FOR THE SECURITIES WHICH ARE OFFERED IN A
PRIVATE PLACEMENT AND IS NOT A PROSPECTUS.  NEITHER THIS SUBSCRIPTION
AGREEMENT NOR THE OFFERING MEMORANDUM RELATING TO THE SECURITIES CONSTITUTES OR
FORMS ANY PART OF AN OFFER, SOLICITATION OR INVITATION TO THE PUBLIC IN HONG
KONG TO SUBSCRIBE FOR, UNDERWRITE OR PURCHASE ANY SHARES OR OTHER SECURITIES OR
COMMITMENT WHATSOEVER.  NEITHER THIS DOCUMENT NOR THE OFFERING
MEMORANDUM RELATING TO THE SECURTIES HAS BEEN APPROVED BY THE SECURITIES AND
FUTURES COMMISSION OF HONG KONG, NOR HAS A COPY OF THE OFFERNG MEMORANDUM BEEN
REGISTERED BY THE REGISTRAR OF COMPANIES IN HONG KONG.

      


      AN APPLICATION FOR
THE UNITS IS NOT INVITED FROM ANY PERSONS IN HONG KONG OTHER THAN A PERSON TO
WHOM A COPY OF THE OFFERING MATERIALS HAS BEEN ISSUED BY US, AND IF MADE, WILL
NOT BE ACCEPTED, UNLESS THE APPLICANT SATISFIES US THAT HE IS A PROFESSIONAL
INVESTOR WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CHAPTER 571
OF THE LAWS OF HONG KONG).

      


      


      
        	
                C. 

              	
                Subscriber’s
      Representations and
Warranties.

              


      

      


      The
undersigned hereby represents and warrants to and further agrees with the
Company as follows:

      


      1. That the
Purchaser is not a resident of the
United States and is not purchasing the Securities within the United States or
its territories.

      


      2. That the
Purchaser is a “Professional Investor” within the meaning of the securities and
futures ordinance (Chapter 571 of the laws of Hong Kong).

      


      3. The
undersigned understands and acknowledges that (a) the Securities have not and
will not be registered under the Securities Act, and may not be offered or sold
in the United States or to, or for the account or benefit of, any “U.S. Person”
(as defined in Regulation S), unless such Securities are registered under the
Securities Act or such offer or sale is made pursuant to an exemption from the
registration requirements of the Securities Act, and (b) the Securities are
being offered and sold pursuant to the terms of Regulation S under the
Securities Act, which permits securities to be sold to Non-U.S. Persons in
“offshore transactions” (as defined in Regulation S), subject to certain terms
and conditions.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      4.           The
undersigned is purchasing the Securities for its own account or for persons or
accounts as to which it exercises investment discretion.  Neither the
undersigned nor such person or account is a U.S. Person.  The
undersigned has executed this Subscription Agreement outside the United
States.  The offer to the undersigned and sale of the Units has
occurred outside the United States.

      


      5.           The
undersigned has agreed to purchase the Units for investment purposes and not
with a view to a distribution.  To the extent that the Securities are
registered in the name of the undersigned’s nominee, the undersigned confirms
that such nominee is acting as custodian for the undersigned of such
securities.

      


      6.           The
undersigned understands that for a period of one year commencing on the date of
sale to the undersigned (the “Restricted Period”), the undersigned shall not
engage in any activity for the purpose of, or which may reasonably be expected
to have the effect of, conditioning the market in the United States for the
Securities, or offer, sell or transfer the Securities in the United States or
to, or for the account or benefit of, a U.S. Person.

      


      7.           Unless
registered under the Securities Act, any proposed offer, sale or transfer during
the Restricted Period of any of the Securities shall be subject to the condition
that the undersigned must deliver to the Company (a) a written certification
that neither record nor beneficial ownership of the Securities has been offered
or sold in the United States or to, or for the account or benefit of, any U.S.
Person, (b) a written certification of the proposed transferee that such
transferee (or any account for which such transferee is acquiring the
Securities) is not a U.S. Person, that such transferee is acquiring such
Securities for such transferee’s own account (or an account over which it has
investment discretion), and that such transferee is knowledgeable of and agrees
to be bound by the restrictions on re-sale set forth in this section and
Regulation S during the Restricted Period, and (c) a written opinion of United
States counsel, in form and substance satisfactory to the Company, to the effect
that the offer, sale and transfer of such Securities are exempt from
registration under the Securities Act.

      


      8.           The
undersigned will not, directly or indirectly, voluntarily offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) its rights under this Subscription
Agreement or the Securities otherwise than in compliance with the Securities
Act, any applicable state securities or blue sky laws and any applicable
securities laws of jurisdiction outside the United States, and the rules and
regulations promulgated thereunder.

      


      9.           The
undersigned agrees for the duration of the Restricted Period that the
certificates representing the Securities will bear a legend restricting the
distribution, resale, transfer, pledge, hypothecation or other disposition of
the Securities in the United States until the Securities are either registered
under the Securities Act or an opinion of counsel reasonably satisfactory to the
Company is received that the securities are eligible for resale absent
registration in the United States.

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


      10.           If
the undersigned publicly re-offers all or any part of the Securities in the
United States, the undersigned (and/or certain persons who participate in any
such re-offer) may be deemed, under certain circumstances, to be an
“underwriter” as defined in Section 2(11) of the Securities Act.  If
the undersigned plans to make any such re-offer, it will consult with its
counsel prior to any such re-offer in order to determine its liabilities and
obligations under this Subscription Agreement, the Securities Act and any
applicable state securities or blue sky laws.

      


      11.           The
undersigned’s overall commitment to investments which are not readily marketable
is not disproportionate to the undersigned’s net worth and the undersigned’s
investment in the Company will not cause such overall commitment to become
excessive.  The undersigned has adequate net worth and means of
providing for current needs and personal contingencies to sustain a complete
loss of the undersigned’s investment in the Company, and the undersigned has no
need for liquidity in this investment.

      


      12.           The
undersigned has had an opportunity to ask questions of and receive answers from
representatives of the Company with respect to this offering.  The
Company has made available to the undersigned all documents requested and has
provided answers to all of the undersigned's questions relating to an investment
in the Company.

      


      13.           The
undersigned understands that an investment in the Company is speculative and
involves a high degree of risk, and the undersigned has carefully reviewed and
is aware of all of the risk factors related to the purchase of
Securities.

      


      14.           If
this Subscription Agreement is executed and delivered on behalf of a
partnership, trust, corporation or other entity:  the undersigned has
been duly authorized to execute and deliver this Subscription Agreement and all
other documents and instruments (if any) executed and delivered on behalf of
such entity in connection with its purchase of the Units for which the
undersigned is subscribing.

      


      15.           The
foregoing representations and warranties are true as of the date of this
Subscription Agreement and shall be true as of the date of the Company issues
and sells Units to the undersigned.  If such representations and
warranties shall not be true in any respect prior to such date, the undersigned
will give prompt written notice of such fact to the Company.

      


      16.           The
undersigned shall indemnify and hold harmless the Company and the Placement
Agent and their respective officers, directors and employees and any of its
professional advisors, from and against any and all loss, damage, liability or
expense, including costs and reasonable attorney's fees, to which they may
become subject or which they may incur by reason of or in connection with any
misrepresentation made by the undersigned herein, any breach of any of the
undersigned’s representations or warranties made herein, or the undersigned's
failure to fulfill any of its covenants or agreements herein.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      17.           The
information about the Company which has been disclosed to the undersigned in
connection with the undersigned's purchase of the Units is deemed to be
“Confidential Information” of the Company, and the undersigned represents and
warrants to, and hereby agrees with, the Company, that unless the Company has
consented in writing to the contrary, the undersigned will use the undersigned's
best efforts not to disclose such Confidential Information to others or use any
part of such Confidential Information that has been disclosed to the
undersigned, except any part thereof (i) which may be in the public domain, or
(ii) which may be independently disclosed to the undersigned by any third party
not itself in a confidential relationship with the Company, or (iii) which may
already be in possession (otherwise than through disclosure by the Company or by
any third party that is in a confidential relationship with the Company) of the
undersigned, or (iv) which the undersigned may be required to disclose by order
of a court or administrative agency having competent jurisdiction; provided,
however, that this paragraph shall be terminated and be of no force or effect
with respect to any such Confidential Information upon such Confidential
Information becoming a part of the public domain through action by anyone other
than the undersigned.  The representations, warranties,
acknowledgments and covenants made by the undersigned herein extend to and apply
to all of the Securities acquired by the undersigned.  Execution of
the documents evidencing the transfer of the Securities shall constitute a
confirmation by the undersigned that all of the representa­tions, warranties
and covenants made herein shall be true and correct at such time.

      


      
        	
                D. 

              	
                Company’s
      Acknowledgements and Agreements.

              


      

      


      1.   The
Company, its affiliates and any person acting on behalf of, or as an agent of,
any of the foregoing, whether as principal or agent, (a) has offered and sold
the Units to the Purchasers only in an “offshore transaction” (as defined in
Regulation S), (b) has not engaged with respect to the Securities in any
“directed selling efforts” (as defined in Regulation S), (c) has complied with
all “offering restrictions” (as defined in Regulation S) in respect of the
Securities, (d) has not made any offers or sales of any of the Securities or any
interest therein in the United States or to, or for the account or benefit of,
any U.S. Person, and (e) has not made any sales of any of the Securities or any
interest therein to any person other than the persons executing Subscription
Agreements with the Company.

      


      2.   Within
seven (7) business days after the Restricted Period or at any time thereafter,
the Company will deliver to the undersigned or its nominee who is acting as
custodian therefor or any subsequent holder who has received a certificate
representing the Securities which bears the legend described above (the
“Legended Stock Certificate”), without cost to the undersigned or subsequent
holder, a substitute stock certificate only upon surrender of the Legended Stock
Certificate which, in the case of any holder subsequent to the undersigned, must
be duly endorsed for transfer or surrender.

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      


      
        	
                E. 

              	
                Miscellaneous

              


      

      


      1.           Notices. Any notice
required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or three (3) days after deposit in the
United States Post Office, by registered or certified mail, addressed to a party
at its address hereinafter shown below or at such address which party may
designated by ten (10) days advance written notice to the other
party.

      


      2.           Applicable Law. This
agreement shall be construed in accordance with and governed by the laws of the
State of New Jersey.

      


      3.           Arbitration. The
undersigned acknowledges and agrees that any controversy or claim arising our of
or relating to this investment, shall be settled by arbitration in accordance
with the Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.

      


      4.           Headings. The
headings used in this document are for organizational purposes only and should
not be interpreted as altering in any way or eliminating provisions contained
herein.

      


      5.           Entire
Agreement. This agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and supercedes any prior
understandings, whether oral or written.

      


      


      


      


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                  Date:
      ______________________

                	 
      
	 
      	 
      
	
                  Number
      of Units

                	 
      
	
                  Subscribed
      for:

                	
                  ___________________________
      Units

                
	 
      	 
      
	 
      	 
      
	
                  Total
      Purchase Price

                	 
      
	
                  (USD
      $3.80 per Unit)

                	
                  $__________________________

                
	 
      	 
      


        

      

       

       

      
        	
                ____________________________

              	
                __________________________

              
	
                Taxpayer
      I.D. Number

              	
                Signature
      of Subscriber

              
	 
      	 
      
	 
      	
                Capacity
      in which signed:

              
	 
      	 
      
	 
      	
                ___________________________

              
	 
      	 
      
	
                Subscriber’s
      name and business

              	
                Subscriber’s
      mailing address

              
	
                Address
      (please type or print)

              	
                (if
      different than business address)

              
	 
      	 
      
	 
      	 
      
	
                ___________________________

              	
                ____________________________

              
	 
      	 
      
	 
      	 
      
	
                ___________________________

              	
                ____________________________

              
	 
      	 
      
	 
      	 
      
	
                ___________________________

              	
                ____________________________

              
	 
      	 
      
	 
      	 
      
	
                ___________________________

              	
                ____________________________

              


      

    

     

     

     

    
      Accepted:

      


      


      EFT
BIOTECH HOLDINGS, INC.

      


      By:
____________________________

      


      Title:
___________________________

      


      Date:
___________________________

      


      
        
           

        

        
          8