Unassociated Document


    
      EFTB-W-08
No.:________

      


      


      REDEEMABLE
COMMON STOCK PURCHASE WARRANT


      


      NEITHER
THIS WARRANT NOR THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, AND NEITHER THIS WARRANT NOR THE SECUITIES REEPRESENTED BY THIS
CERTIFICATE MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION UNDER
THAT ACT AND APPLICABLE STATE SECURITIES LAWS.


       

      WARNING:

       

      THE
CONTENTS OF THIS DOCUMENT HAVE 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, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

       

      THIS
DOCUMENT RELATES TO A PRIVATE PLACEMENT AND IS NOT A PROSPECTUS.  IT
DOES NOT CONSTITUTE OR FORM 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.  THIS DOCUMENT HAS NOT BEEN
APPROVED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG, NOR HAS A COPY
OF IT BEEN REGISTERED BY THE REGISTRAR OF COMPANIES IN HONG KONG.

      


      AN APPLICATION FOR THE SECURITIES 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).

       

      EFT
BIOTECH HOLDINGS, INC.

       

      REDEEMABLE
COMMON STOCK PURCHASE WARRANT

       

      1.           Issuance.  In
consideration of good and valuable consideration, the receipt of which is hereby
acknowledged by EFT BIOTECH
HOLDINGS, INC., a Nevada corporation (the “Company”), ___________________
, or any person to whom this Warrant is assigned (the “Holder”), is hereby
granted the right to purchase at any time until 5:00 p.m., New York City time,
on the second anniversary date of the date of grant (the “Termination Date”) up
to _______________ fully paid and nonassessable shares of the Company's common
stock (the “Common Stock”), at an exercise price of $3.80 (USD) per share (the
“Exercise Price”).

       

      2.           Exercise of Warrants;
Redemption.

       

      2.1           Method of
Exercise.

       

      
        	
                 
      

              	
                (a)

              	
                This
      Warrant is exercisable in whole or in part at any time and from time to
      time.  Such exercise shall be effectuated by submitting to the
      Company (either by delivery to the Company or by facsimile transmission as
      provided in Section 10 hereof) a completed and duly executed Notice of
      Exercise (substantially in the form attached hereto) as provided in this
      paragraph.  The date such Notice of Exercise is faxed to the
      Company shall be hereinafter defined as the “Exercise Date,” provided that
      the Holder of this Warrant tenders this Warrant to the Company within five
      (5) business days thereafter.  The Notice of Exercise shall be
      executed by the Holder of this Warrant and shall indicate the number of
      shares then being purchased pursuant to such exercise. Upon surrender of
      this Warrant, together with appropriate payment of the Exercise Price for
      the shares of Common Stock purchased, the Certificate(s) representing the
      Shares being purchased shall be promptly delivered to the Holder or
      Holder’s assignees, but in no event less than (10) days, after the rights
      represented by this Warrant have been so exercised. The Exercise Price per
      share of Common Stock for the shares of Common Stock then being purchased
      shall be payable either in cash or by certified or official bank check
      made payable to the Company.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                The
      Holder shall be deemed to be the holder of the Common Stock issued in
      accordance with the provisions of this Section 2.1 on the Exercise
      Date.

              


      

       

      
        	
                 
      

              	
                2.2

              	
                Redemption:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company shall have the right, but not the obligation, to redeem
      this  Warrant, if outstanding and not expired or exercised, on a
      pro rata basis, at a purchase price of $0.0001 per Warrant within thirty
      (30) days from the tenth (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 Eleven Dollars ($11.00) per
      share.

              


      

       

      3.           Reservation of
Shares.  The Company hereby agrees that at all times during the
term of this Warrant there shall be reserved for issuance upon exercise of this
Warrant such number of shares of Common Stock as shall be required for issuance
upon the full exercise of this Warrant (the “Warrant Shares”).

       

      4.           Mutilation or Loss of
Warrant.  Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) receipt of reasonably satisfactory
indemnification, and (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Company will execute and deliver a duplicate Warrant and
any such lost, stolen, destroyed or mutilated Warrant shall thereupon become
void.

       

      5.           Rights of the
Holder.  The Holder shall not, by virtue of holding the
Warrant, be entitled to any rights of a stockholder in the Company, either at
law or equity, and the rights of the Holder are limited to those expressed in
this Warrant and are not enforceable against the Company except to the extent
set forth herein. Nothing
withstanding the foregoing, the Company shall deliver to the Holder all notices
and other information provided to its holders of shares of Common Stock or other
securities which may be issuable hereunder concurrently with the delivery of
such information to such holders.  This Warrant does not entitle the
Holder to any voting rights or, except for the foregoing notice provisions, any
other rights as a shareholder of the Company.  No dividends are
payable or will accrue on this Warrant or the shares of Common Stock purchasable
under this Warrant until, and except to the extent that, this Warrant is
exercised.  Upon the surrender of this Warrant and payment of the
Exercise Price as provided above, the person or entity entitled to receive the
shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the record holder of such shares as of the close of business on the
date of the surrender of this Warrant for exercise as provided
above.  Upon the exercise of this Warrant, the Holder shall have all
of the rights of a shareholder in the Company attaching to the purchased shares
of Common Stock.

       

      6.           Exchange for Other
Denominations.  This Warrant is exchangeable, on its surrender
by the Holder to the Company, for a new Warrant of like tenor and date
representing in the aggregate the right to purchase the balance of the number of
shares of Common Stock issuable upon the exercise of this Warrant in
denominations and subject to restrictions on transfer contained herein, in the
names designated by the Holder at the time of surrender.

       

      7.           Transfer.  This
Warrant is a part of a private placement of Units sold solely to non-U.S.
residents pursuant to the exemptions from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), under Regulation S
and Section 4(2) promulgated under the Securities Act.  This Warrant
has been issued to the Holder based on the representations by the Holder that
such Holder is (a) not a U.S. citizen and is (b) purchasing this warrant for
investment purposes only and not with a view to the distribution of either the
Warrant or the Warrant Shares .   Neither this Warrant nor any of
the Warrant Shares or any other security issued or issuable upon exercise of
this Warrant may be sold, transferred, pledged or hypothecated in the absence of
an effective registration statement under the Securities Act relating to such
security or an opinion of counsel satisfactory to the Company that registration
is not required under the Securities Act.  Each certificate for the
Warrant, the Warrant Shares and any other security issued or issuable upon
exercise of this Warrant shall contain a legend on the face thereof, in form and
substance satisfactory to counsel for the Company, setting forth the
restrictions on transfer contained in this Section and other applicable
legends.

       


      
        
           


        

        
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      8.           Payment of
Taxes.  The
Company shall pay all taxes and other governmental charges, other than
applicable income taxes, that may be imposed with respect to the issuance of
shares of Common Stock pursuant to the exercise of this
Warrant.

       

      9.           Notices.  Any
notice or other communication required or permitted hereunder shall be in
writing and shall be delivered personally, telegraphed, sent by facsimile
transmission or sent by certified, registered or express mail, postage pre-paid
to:

       

      Mr. Tony
K. So

      EFT
BioTech Holdings, Inc.

      Langham
Office Tower

      8 Argyle
Street

      Suite
3706

      Kowloon,
Hong Kong SAR

      Telephone
No.: (852) 9150 2104

      Fax No.:
(852) 8167 3242

      


      With
copies to:

      


      Buckman,
Buckman & Reid, Inc.

      174
Patterson Avenue

      Shrewsbury,
NJ  07707

      U.S.A.

      Attn:
Jack Buckman

      Telephone
No.: (732) 530-0303

      Fax No.:
(732) 530-2937


       

      Any such
notice shall be deemed given when so delivered personally, telegraphed, telexed
or sent by facsimile transmission, or, if mailed, four days after the date of
deposit the mail system.

       

      10.           Supplements and Amendments;
Whole Agreement.  This Warrant may be amended or supplemented
only by an instrument in writing signed by the parties hereto.  This
Warrant contains the full understanding of the parties with respect to the
subject matter hereof and thereof and there are no representations, warranties,
agreements or understandings other than expressly contained herein and
therein.

       

      11.           Governing
Law.  This Warrant shall be deemed to be a contract made under
the laws of the State of New Jersey.  The Company and each Purchaser hereby
 submit to the jurisdiction of any state court of competent jurisdiction in
and for New Jersey, or in
the United States District Court for New Jersey in any action or proceeding arising
out of or relating to this Agreement and agree that all claims in respect of the
securities action or proceeding may be heard and determined in any such court;
 agree not to bring any action or proceeding arising out of or relating to
this Agreement in any other court;  waive any defense of inconvenient forum
to the maintenance of any action or proceeding so brought and waive any bond,
surety, or other security that might be required of any other party with respect
thereto; and  agree that a final judgment in any action or proceeding so
brought shall be conclusive and may be enforced by suit on the judgment or in
any other manner provided by law or in equity.

       

      12.           Jury Trial
Waiver.   The Company
and the Holder hereby waive a trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other in
respect of any matter arising out or in connection with this
Warrant.

       


      
        
           


        

        
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      13.           Counterparts.  This
Warrant may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

       

      14.           Descriptive
Headings.  Descriptive headings of the several Sections of this
Warrant are inserted for convenience only and shall not control or affect the
meaning or construction of any of the terms contained herein.

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.]

       

       

       

      
        
           

        

        
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      IN WITNESS WHEREOF, the
Company has executed this Warrant as of the ____ day of _____________,
2008.

       

       

      EFT BIOTECH HOLDINGS,
INC.


       

      By:                                                                


      


      Name:
______________________________


      


      Title:
_______________________________


      


       


      
        
           


        

        
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      EFT
BIOTECH HOLDINGS, INC.

      Exercise
Form

      


      (To be
executed by the Holder to purchase

      Common
Stock pursuant to the Warrant)

      


      


      The
undersigned holder of the attached Warrant hereby irrevocably elects to exercise
purchase rights represented by such Warrant for, and to purchase, ___________
shares of Common Stock of EFT BioTech Holdings, Inc., a Nevada corporation (the
“Company”) at USD $3.80 per share.

       

      The
undersigned herewith tenders the following amount as payment for the
above-referenced shares:

       

      
        	
                Amount
      of Shares Purchased:

              	 
      
	
                Exercise
      Price per Share:

              	
                x $3.80 (USD)

              
	
                Payment
      Due:

              	
                $

              


      

       

      The
undersigned requests that (1) a certificate for the shares be issued in the name
of the undersigned and (2) if such number of shares is not all of the shares
purchasable under this Warrant, that a new Warrant of like tenor for the balance
of the remaining shares purchasable under this Warrant be

       

      
        
          	
                  Date:______________________________

                	 
      	
                  ____________________________________

                
	 
      	 
      	
                  Signature

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                  ____________________________________

                
	 
      	 
      	
                  Print
      Name

                


        

      

       

       


      
        
           


        

        
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