SUBSCRIPTION AGREEMENT

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 10 ^th 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) .

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:

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.

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.

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) .