8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 28, 2015

Date of Report (Date of earliest event reported)

WINS FINANCE HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	333-204074	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1F, Building 7 No. 58 Jianguo Road, Chaoyang District Beijing 100024, People’s Republic of China	N/A
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: +86-10-8225-5118 

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material Definitive Agreement.

On December 28, 2015, Wins Finance Holdings Inc., a Cayman Islands company (“Company” or “we”), issued an $8.5 million promissory note (the “Note”) to Bluesky LLC, an entity controlled by Jianming Hao, the Company’s Chairman and Co-Chief Executive Officer. The notes bear interest at 4% per year and mature on December 28, 2016. The Notes are convertible into the Company’s ordinary shares at a price of $12.00 per share. Martel Capital, LLC is the placement agent for the offering and will receive a commission equal to 1% of the gross proceeds of the offering.

The Note provides for customary events of default, including the failure to pay any amount due under the Note on the applicable due date (subject to a cure period), breaching the terms of the Note, the Company becoming insolvent, or the company filing for bankruptcy. In the event of a default, the interest rate on the Note would increase to 10% per year.

In connection with the issuance of the Note, the Company agreed to use commercially reasonable efforts (i) to file, within 30 days after receiving a completed and executed selling stockholder questionnaire from Bluesky LLC, a resale registration statement covering the ordinary shares issuable upon conversion of the Note, and (ii) to cause such registration statement to be declared effective by the Securities and Exchange Commission (a) within 120 days after the receipt of the completed and executed questionnaire if there is not a full review of the registration statement, or (b) within 150 days after the receipt of the completed and executed questionnaire if there is a full review of the registration statement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure contained in Item 1.01 is incorporated into this Item by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure contained in Item 1.01 is incorporated into this Item by reference.

The Note was issued and the ordinary shares underlying the Note will be issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions will not involve a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Promissory Note dated December 28, 2015
10.2	Subscription Agreement dated December 28, 2015, between the Company and Bluesky LLC
99.1	Press release dated January 4, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated January 4, 2016

WINS FINANCE HOLDINGS INC.
By:	/s/ Richard Xu
Name:	Richard Xu
Title:	Co-President

EX-10.1

Exhibit 10.1

NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE UPON CONVERSION HEREOF OR UPON EXCHANGE HEREUNDER (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

4% CONVERTIBLE PROMISSORY NOTE

Issuance Date:  December 28, 2015   US $8,500,000

FOR VALUE RECEIVED, Wins Finance Holdings Inc., a Cayman Island corporation (the “Company”), with principal executive offices located at No. 58 Jianguo Road, Chaoyang District Beijing 100024, People’s Republic of China, hereby promises to pay to the order of Bluesky LLC, located at C/O Lian Fang, Withers Bergman LLP, 430 Park Avenue, 10^th Floor, New York, New York 10022, or their successors or assigns (the “Holder,”) the principal amount of Eight Million Five Hundred Thousand United States Dollars (US$8,500,000) on or prior to one (1) year after the issuance of this note (the “Maturity Date”), in accordance with the terms hereof. This 4% Senior Convertible Promissory Note (this note, and all notifications, extensions, future advances, supplements, and renewals thereof, and any substitutions therefor, hereinafter referred to as the “Note” together with other notes that are issued pursuant to the Company’s offering of convertible promissory notes (the “Note Offering,” the “Notes”) was issued pursuant to a Subscription Agreement, dated December 28, 2015, (the “Subscription Agreement”), entered into by and between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement.

1.                  Payments of Principal and Interest.

(a)Payment of Principal. The principal amount of this Note shall be paid to the Holder on or prior to the Maturity Date.

(b)Payment of Interest. Interest under this Note shall be 4% per annum and shall be computed daily on the basis of a 365-day year. Interest shall be payable in cash at the Maturity Date.

(c)General Payment Provisions. So long as a Holder or any of its nominees shall be the holder of any Note, and notwithstanding anything contained elsewhere in this Note to the contrary, all sums of principal, interest or otherwise becoming due on this Note shall be made in lawful money of the United States of America by certified bank check or wire transfer to such account as the Holder may designate by written notice to the Company no later than 5:00 p.m. EST, on the date such payment is due, without the presentation or surrender of such Note or the making of any notation thereon. Any payment made after 5:00 p.m. EST on a Business Day will be deemed made on the next following Business Day. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding Business Day, and interest shall be payable on any principal so extended for the period of such extension. All amounts payable under this Note shall be paid free and clear of, and without reduction by reason of, any deduction, set-off or counterclaim. The Company will afford the benefits of this Section to the Holder and to each other Person holding this Note. For purposes of this Note, “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the United States are authorized or required by law or executive order to remain closed.

(d)Optional Prepayment. At any time prior to the Maturity Date, the Company shall have the right, exercisable on not less than twenty (20) days prior written notice to the Holder, to prepay the outstanding amount under this Note (including principal and accrued interest thereunder), in full. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the Optional Prepayment Amount (as defined below) to the Holder. If the Company exercises its right to prepay this Note, the Company shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 105% of the amount then outstanding under this Note including the principal and any accrued and unpaid interest through the Optional Prepayment Date. Upon such prepayment in full, the Holder shall have no further rights under this Note, including no rights of conversion.

2.                  Conversion of Note.

(a)                Optional Conversion. The Holder shall have the right, at its option, to convert all or any portion of the then outstanding principal and accrued and unpaid interest of this Note, into ordinary shares, par value US$0.0001 of the Company (the “Conversion Securities”), at a price of $12 per ordinary share (the “Conversion Price.”)

(b)                Mechanics of Holder’s Conversion. The conversion of this Note shall be conducted in the following manner: 

(i)                 Subject to Section 2(a) hereof, this Note may be converted by the Holder in whole and not in part at any time by (A) submitting to the Company a Notice of Conversion in the form of Exhibit A (by e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 5:00 p.m., New York time) and (B) surrendering this Note at the principal office of the Company. Notwithstanding the foregoing, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted.  The Holder and the Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion.  In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest error.  Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note.  The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal and interest of this Note represented by this Note may be less than the amount stated on the face hereof. At such time as such conversion has been effected, the rights of the Holder of this Note as the Holder of such Note shall cease (with respect to the amount so converted), and the Person or Persons in whose name or names any certificate or certificates for the Conversion Securities are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Conversion Securities represented thereby.

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(ii)              As soon as possible but no later than 5 trading days thereafter the conversion has been effected, the Company or acquirer shall deliver to the converting holder a certificate or certificates representing the Conversion Securities issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified.

(iii)             No fraction of shares or scrip representing fractions of shares will be issued on conversion. Upon any conversion of the entire outstanding principal of and interest on this Note, the number of shares or other securities issuable shall be rounded up to the nearest whole number.

(iv)             The issuance of certificates for Conversion Securities upon conversion of this Note shall be made without charge to the holder hereof in respect thereof or other cost incurred by the Company or acquirer in connection with such conversion and the related issuance of the Conversion Securities.

(v)              The Company shall not close its books against the transfer of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company).

(vi)             The Company shall at all times reserve and keep available out of its authorized but unissued ordinary shares, solely for the purpose of issuance upon conversion hereunder, such number of ordinary shares of the Company as are issuable upon conversion. All Conversion Securities which are so issuable shall, when issued, be duly authorized and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company or its acquirer shall take all such actions as may be necessary to assure that all such Conversion Securities may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such equity share capital is quoted.

3.                Adjustment to the Conversion Price.

(a)If, at any time when this Note is issued and outstanding, there is any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which the ordinary shares of the Company are changed into the same or a different number of shares of another class or classes of equity capital or other securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the Conversion Securities issuable immediately prior to such event upon conversion, such securities or other assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of Conversion Securities issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.

4.                Transfer, Exchange and Replacement.

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(a)              Transfer. This Note has not been and is not being registered under the provisions of the Securities Act or any state securities laws and this Note may not be transferred unless the Holder has delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the Securities Act. Prior to any such transfer, the transferee must represent in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the Company deemed relevant by such transferee, and that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing. Upon surrender of any Note for registration of transfer or for exchange to the Company at its principal office, the Company at its sole expense will execute and deliver in exchange for such Note a new Note or Notes, as the case may be, as requested by the holder or transferee, which aggregate principal amount is equal the unpaid principal amount of such Note, registered as such holder or transferee may request, dated so that there will be no loss of interest on the Note and otherwise of like tenor; provided that this Note may not be transferred by Holder to any Person other than Holder’s affiliates without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed). The issuance of new Notes shall be made without charge to the holder(s) of the surrendered Note for any issuance tax in respect thereof or other cost incurred by the Company in connection with such issuance, provided that each holder of the Note shall pay any transfer taxes associated therewith. The Company shall be entitled to regard the registered holder of this Note as the holder of the Note so registered for all purposes until the Company or its agent, as applicable, is required to record a transfer of this Note on its register.

(b)              Replacement. Upon notice to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to the Company and, in the case of mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver a new Note of like tenor and date and in substantially the same form as this Note; provided, however, the Company shall not be obligated to re-issue a Note if the Holder contemporaneously requests the Company to convert such remaining principal amount and interest into the Conversion Securities.

5.                Defaults and Remedies.

(a)              Events of Default. An “Event of Default” means any of the following events which is not cured within 10 business days (the “Cure Period”):

(i)failure by the Company to pay any principal amount or interest due hereunder within five (5) business days of the date such payment is due;

(ii)the Company:

(1)makes a general assignment for the benefit of its creditors;

(2)applies for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or any of its assets and properties;

(3)commences a voluntary case for relief as a debtor under the United States Bankruptcy Code;

(4)files with or otherwise submits to any governmental authority any petition, answer or other document seeking: (A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation;

(5)files or otherwise submits any answer or other document admitting or failing to contest the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding under any such applicable law, or

(6)is adjudicated as bankrupt or insolvent by a court of competent jurisdiction;

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(iii)any receiver, trustee, assignee, custodian, sequestrator, liquidator or other official is appointed with respect to the Company, or is appointed to take or otherwise acquires possession or control of all or a substantial part of the assets and properties of the Company, and any of the foregoing continues unstayed and in effect for any period of sixty (60) days;

(iv)any material breach by the Company of any of its representations or warranties under the Subscription Agreement; or

(v)any default, whether in whole or in part, occurs in the due observance or performance of any obligations or other covenants, terms or provisions to be performed under this Note or the Subscription Agreement which is not cured by the Company within the Cure Period after receipt of written notice thereof.

(b)             Remedies. Upon the occurrence of an Event of Default, the interest under this Note shall be increased to 10% retroactive from the date of issuance of this Note. Notwithstanding the foregoing, in no event shall any interest to be paid under the Note exceed the maximum rate permitted by law. In any such event, the Note shall automatically be deemed amended to permit interest charges at an amount equal to, but no greater than, the maximum rate permitted by law.

6.               Amendment and Waiver. The provisions of this Note may not be modified, amended or waived, without a written amendment executed by the Company and holders of the Notes consisting of a majority of the outstanding principal amount.

7.               Voting Rights. Upon Conversion into the Conversion Securities the Holder shall have the voting rights applicable to the Conversion Securities consistent with the Company’s Memorandum and Articles.

8.               Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Subscription Agreement and may be transferred or exchanged only in compliance with the Subscription Agreement and applicable federal and state securities laws and regulations.

9.               Cancellation. After all principal owed on this Note has been paid in full, this Note shall automatically be deemed cancelled, shall be surrendered to the Company for cancellation and shall not be re-issued.

10.             Waiver of Notice. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

11.             Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of New York, without giving effect to provisions thereof regarding conflict of laws. Each party hereto hereby irrevocably submits to the jurisdiction of the state and federal courts sitting in New York County in the State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the address indicated in the preamble hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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12.             Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity.

13.             Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof.

14.             Failure or Indulgence Not Waiver. No failure or delay on the part of this Note in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

15.             Notice. Notice shall be given to each party at the address indicated in the preamble hereto or at such other address as provided to the other party in writing.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Note to be executed on and as of the Issuance Date.

Wins Finance Holdings Inc.

By:

Name:

Title:

[Signature Page to Convertible Promissory Note]

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EXHIBIT A

NOTICE OF CONVERSION

The undersigned holder (the “Holder”) hereby elects to convert $_____________ principal amount of the Note (defined below) into that number of Conversion Securities to be issued pursuant to the conversion of the Note as set forth below, of Wins Finance Holdings Inc., a Cayman Islands exempted company (the “Company”) according to the conditions of the convertible promissory note of the Company dated as of __________ (the “Note”), as of the date written below.  No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.  

The undersigned hereby requests that the Company issue a certificate or certificates for the number of shares of Conversion Securities set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

___________________________

___________________________

___________________________

Date of Conversion:	______________________
Applicable Conversion Price:	$12.00________________
Number of Shares of Conversion Securities to be issued pursuant to Conversion of the Note:	_____________________
Amount of Principal due remaining under the Note after this conversion:	______________________

HOLDER

By:_____________________________

Name:

Title:

Date:  __________________________

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EX-10.2

Exhibit 10.2

US INVESTOR SUBSCRIPTION AGREEMENT & PURCHASER QUESTIONNAIRE

THIS NOTE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of the date as indicated at the signature page, is made by and between Wins Finance Holdings Inc., a Cayman Island corporation with principal executive office located at No. 58 Jianguo Road, Chaoyang District Beijing 100024, People’s Republic of China (the "Company") and the subscriber(s) identified on the signature page hereto (each a “Subscriber,” collectively, the “Subscribers”) relating to the Company’s offering of up to $12,000,000 of its 4% Convertible Promissory Notes (the “Offering”).

WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded under Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and Section 4(a)(2) of the Securities Act;

WHEREAS, the Subscribers wish to purchase and acquire from the Company, and the Company desires to issue and sell to the Subscribers, 4.0% Convertible Promissory Notes (each a “Note” and together the "Notes") in substantially the form of Exhibit A, attached hereto, in the principal amounts indicated on the signature page to this Agreement (the “Purchase Price”). The Notes are collectively referred to as the "Securities."

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Purchase and Sale.

(a) Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to Subscriber, and Subscriber hereby irrevocably agrees to purchase and accept delivery from the Company, the Note in substantially the form of Exhibit A. In consideration thereof, the Subscriber shall deliver the Purchase Price in immediately available funds by personal or business check or money order made payable to the Company.

(b) The closing of the purchase and sale of the Notes (the “Closing”) shall take place as soon as practicable following receipt of the Purchase Price (or such later date as is mutually agreed to by the Company and the Subscriber(s)). There may be multiple Closings (the date of any such Closing is hereinafter referred to as a “Closing Date”). Each Closing shall occur on a Closing Date at the Company’s office (or such other place as is mutually agreed to by the Company and the Subscriber(s)).

2. Acceptance of Subscription. The Subscriber acknowledges that the Company has the right to accept or reject this subscription, in whole or in part, for any reason, and that this subscription shall be deemed to be accepted by the Company only when it is signed by an authorized signatory on its behalf. The Agreement either will be accepted or rejected, in whole or in part, as promptly as practical after receipt. The Subscriber agrees that subscriptions need not be accepted in the order they are received by the Company. Upon rejection of this Agreement for any reason, all items received with this Agreement will be returned to the Subscriber without deduction for any fee, commission or expense and without interest with respect to any money received, and this Agreement shall be deemed to be null and void and of no further force or effect. If the Company rejects any Subscriber’s subscription, such Subscriber will return to the Company any documents the Company has provided to any such Subscriber for the purpose of evaluating the Offering.

3. Representations, Warranties and Covenants of Subscriber. Each Subscriber hereby represents, warrants and agrees with the Company (either in their individual capacity or as an authorized representative of an entity, as applicable), that:

(a) if an individual, Subscriber is a bona fide resident of the state set forth on the signature page of this Agreement, over 21 years of age, and legally competent to execute this Agreement; if an entity, the person executing this Agreement on the Subscriber’s behalf represents that the Subscriber is duly organized under the laws of the state set forth on the signature page of this agreement, is validly existing, and has the full power and authority to execute this Agreement, which will then be legal, valid and binding;

(b) the Subscriber is an "accredited investor" as such term is defined in Rule 501 of Regulation D ("Regulation D") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as indicated by Subscriber’s responses to the questions contained in the Prospective Purchaser Questionnaire attached hereto and that the Subscriber is able to bear the economic risk of an investment in the Securities;

(c) the Subscriber has been furnished and has read all written materials provided by the Company relating to the Company, the Company’s public filings at www.SEC.gov, the Company’s operations, and any other matters relating to the Offering, including but not limited to the Confidential Private Placement Memorandum attached hereto (all such materials, hereinafter collectively called the "Offering Materials") which have been requested; the Company has answered all inquiries that the Subscriber has put to the Company relating thereto; and the Subscriber has been afforded the opportunity to obtain any additional information, to the extent the Company possessed such information or were able to acquire it without unreasonable effort or expense, necessary (A) to verify the accuracy of the information set forth in the Offering Materials; and (B) to evaluate the merits and risks of purchasing the Securities;

(d) the Subscriber has carefully reviewed and understands the various risks of an investment in the Securities and has made such independent investigation and evaluation of the statements made in the Offering Materials and all other written materials provided to the Subscriber by the Company with respect to the Company’s financial condition, properties, business and prospects as the Subscriber deems necessary to make an informed decision to purchase the Securities; the Subscriber’s decision to purchase the Securities has been made on the basis of such investigation and evaluation; in making such decision the Subscriber has relied exclusively on the written statements with respect to any such matters or otherwise with respect to the Company which are contained in the Offering Materials, and which have been independently investigated and evaluated by the Subscriber;

(e) the Subscriber has completed the Confidential Purchaser Questionnaire attached hereto; the Subscriber confirms the statements made therein are true on the date hereof, and Subscriber acknowledges that the statements and representations made by Subscriber therein and in this Agreement have been relied upon by the Company in offering to sell the Securities to the Subscriber; Subscriber further agrees to indemnify and hold harmless the Company and its respective officers, directors and shareholders, from any and all damages, losses, costs and expenses (including reasonable attorneys' fees) that they may incur, by reason of any breach of any of the statements or representations made by Subscriber contained herein or therein;

(f) the Subscriber understands that there is no public market for the Securities, and that no market may develop for the Securities. Subscriber understands that even if a public market develops for such Securities, Rule 144 ("Rule 144") promulgated under the Securities Act requires for non-affiliates, among other conditions, a six-month or one-year holding period prior to the resale of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. Subscriber understands and hereby acknowledges that, except as set forth in the Offering Materials, the Company is under no obligation to register any of the Securities under the Securities Act or any state securities or "blue sky" laws;

(g) the Subscriber realizes that that the Securities are "restricted securities" and Subscriber will not be able to readily resell any of the Securities because none of the Securities have been registered under the Securities Act, or any state securities laws, and, therefore, the Securities can be sold only if they are subsequently registered under the Securities Act or an exemption from registration is available;

(h) the Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities that such Securities have not been registered under the Securities Act or any state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following:

"THE SECURITIES REPRESENTED HEREBY OR ISSUABLE UPON THE CONVERSION OR EXERCISE THEREOF, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR "BLUE SKY LAWS," AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

(i) the Subscriber understands that the Company has the absolute right to refuse to consent to transfer or assignment of any Securities if that transfer or assignment does not comply with applicable state and federal securities laws;

(j) the Subscriber understands that the Offering is intended to be a non-public offering in accordance with section 4(a)(2) of the Securities Act, and Regulation D ("Regulation D") and Regulation S ("Regulation S") promulgated under the Securities Act, that no aspect of the Offering as been reviewed by the United States Securities and Exchange Commission or the securities regulatory authorities of any state and that none of the Offering Materials nor any other written materials furnished by the Company and used in connection with the Offering has been reviewed by any federal or state securities regulatory bodies or authorities;

(k) the Subscriber is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement;

(l) the Securities are being purchased for the Subscriber’s own account, for investment, and not with a view to distribution; Subscriber is not participating, directly or indirectly, in an underwriting of any such distribution or other transfer; Subscriber does not now have reason to anticipate any change in its circumstances or any other particular occasion or event which would cause Subscriber to sell the Securities (or the components thereof); Subscriber has substantial experience in making decisions of this type or is relying on its own qualified advisor in making the investment decision; and Subscriber understands that the Company is relying upon the truth and accuracy of this representation and warranty;

(m) neither the Company nor any person acting on the Company’s behalf has made any representations to Subscriber except as contained in the Offering Materials; and in making its decision to purchase the Securities Subscriber has subscribed for, Subscriber has not relied on any representations or information other than those which Subscriber has independently investigated and verified to its satisfaction;

(n) the Subscriber understands that this subscription may be accepted or rejected, in whole or in part, by the Company in its sole and absolute discretion;

(o) all the information that Subscriber heretofore furnished to the Company, or that is set forth in this Agreement or the related Confidential Purchaser Questionnaire, with respect to Subscriber’s financial position and business experience is correct and complete as of the date of this Agreement, and if there should be any material change in that information prior to receipt of the Securities, Subscriber will immediately furnish the Company with revised or corrected information;

(p) the Subscriber is able to bear the substantial economic risk of an investment in the Securities and currently can afford a complete loss of that investment; Subscriber’s overall commitment in investments that are not readily marketable is reasonable in relation to its net worth; and

(q) if an entity, the Subscriber has not been organized for the specific purpose of acquiring the Securities being offered.

(r) the Subscriber agrees that it will not sell, assign, transfer, pledge or otherwise dispose of any of the Securities, or any components thereof, except in compliance with all conditions on transfer imposed by the Securities Act and by "Blue Sky" or securities laws of any state, and Subscriber will be fully responsible for complying with all such conditions; and

(s) the Subscriber will execute such other documents as may be necessary to complete the transactions contemplated hereby, including, without limitation, the Confidential Purchaser Questionnaire, and the Subscriber will be bound by all of the terms of any such documents and will perform all of Subscriber’s obligations thereunder with respect to the Securities being purchased; and

(t) the Subscriber is entering into this Agreement by signing the attached "individual subscription" or "entity subscription," signature page, as applicable, on the date indicated thereon. By so doing the Subscriber is agreeing to purchase the principal amount of Notes stated thereon and is agreeing to all the terms of this Agreement. Subscriber is enclosing with this Agreement a bank wire or check payable to the order of the Company’s Escrow Agent in full payment of Subscriber’s subscription, or has sent to the Company’s Escrow Agent that payment by wire transfer of immediately available funds.

(u) the Subscriber is aware, and hereby acknowledges and understands that Martel Capital, LLC is the placement agent for the Offering and as compensation for its services in such capacity shall receive a gross commission equal to 1% of the gross proceeds of the Offering.

4. Representations, Warranties and Covenants of the Company. The Company represents and warrants to each Subscriber as of the Closing that:

(a) Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its formation, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation of or in default under of any of the provisions of its Memorandum and Articles of Association (the “Memorandum and Articles”). The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of the Notes or this Agreement (together, the “Transaction Documents”), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), each constitute a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b) Authorization; Enforcement. The Company has the requisite company power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, including the issuance of and the Company’s performance under, the Notes. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, or its officers, directors or shareholders in connection herewith or therewith. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(c) Capitalization. The authorized, issued and outstanding equity capital of the Company is as set forth in the Memorandum and all issued and outstanding ordinary shares of the Company are validly issued, fully paid and nonassessable. Except as set forth in the Memorandum, there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase any equity capital of the Company. Except as set forth in the Memorandum and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the equity capital of the Company pursuant to the Company’s Memorandum and Articles or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound.

(d) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s Memorandum and Articles or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person or entity in connection with the execution, delivery and performance by the Company of the Transaction Documents, except any notices of sale required to be filed with the SEC under Regulation D of the Securities Act and such post-Closing filings as may be required under applicable state securities laws, all of which will be timely filed within the applicable periods therefor.

(f) Registration Rights. Immediately after the Termination, as defined in the Memorandum, the Company will provide to each Investor in the Offering a Selling Security Holder Questionnaire in the form of Appendix C to the Memorandum. Upon the Company's receipt of executed and completed Selling Security Holder Questionnaires from each Investor in the Offering, the Company will use commercially reasonable efforts to file, within 30 days after receipt of all of the completed and executed Questionnaires, a shelf registration statement on Form F-1 or a comparable available form (the “Shelf Registration Statement”) for the registration for resale under Rule 415 of the Securities Act, in accordance with the terms of a Registration Rights Agreement (the “Registration Rights Agreement”) substantially in the form of Exhibit B to Appendix A to the Memorandum, of the ordinary shares, $0.0001 par value (“Ordinary Shares), into which the Notes are convertible and to cause the Shelf Registration Statement to be declared effective by the Securities and Exchange Commission within 120 days after the receipt of the completed and executed Questionnaires. In the event of a full review of the Registration Statement by the staff of Securities and Exchange Commission, the target effective date will be extended by an additional 30 days.

(g) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.

(h) Compliance. The Company is not: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company), nor has the Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(i) Regulatory Permits. The Company possesses all certificates, authorizations and permits issued by appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and the Company has not received any notice of proceedings relating to the revocation or modification of any Material Permit.

(j) Title to Assets. The Company has good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all liens, except for (i) liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and (ii) liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company are held by them under valid, subsisting and enforceable leases with which the Company is in compliance.

(k) Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.

(l) Solvency. Based on the consolidated financial condition of the Company as of the Closing, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no actual knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year.

(m) Acknowledgment Regarding Subscribers’ Purchase of Securities. The Company acknowledges and agrees that each of the Subscribers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Subscriber is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Subscriber or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Subscribers’ purchase of the Securities. The Company further represents to each Subscriber that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(n) Intellectual Property. The Company has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). The Company has not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. The Company has not received, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any person or entity, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another person or entity of any of the Intellectual Property Rights. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(o) No “Bad Actor” Disqualification. The Company has exercised reasonable care, in accordance with rules and guidance of the Commission, to determine whether any Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor or affiliate of the Company; any director, executive officer, other officer participating in the offering, general partner or managing member of the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the sale of the Securities; and any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of the Securities (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any Solicitor.

(p) The Securities and Ordinary Shares. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be fully paid and free and clear of any liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Ordinary Shares issuable upon conversion of the Securities are duly authorized and, when issued upon conversion of the Securities in accordance with their terms, will be fully paid and nonassessable, free and clear of any liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents

5.      Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Notes to the Subscriber(s) at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

(a) The Subscribers shall have executed this Agreement.

(b) The Subscribers shall have delivered to the escrow agent the Purchase Prices for the Notes by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company.

(c) The representations and warranties of the Subscribers contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Subscriber at or prior to the Closing Date.

6.      Conditions to the Subscriber’s Obligation to Purchase. The obligation of the Subscriber(s) hereunder to purchase the Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:

(a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

(b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Notes, all of which shall be in full force and effect.

(c) The Company shall have executed and delivered to the Subscribers the Notes in the respective amounts set forth on the signature pages of the Subscribers affixed hereto.

7. Miscellaneous.

(a) All notices or other communications given or made under this Agreement must be in writing and be delivered by hand or by express courier to the Company or the Subscriber(s) at the respective addresses set forth herein, and will be deemed to have been given or delivered on the date of delivery. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

(b) All matters arising under this Agreement, including without limitations tort claims, are governed by the laws of the State of New York, without giving effect to principles of conflicts of law.

(c) This Agreement, the Notes, and any other document or agreement executed in connection with the transactions contemplated hereunder constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and may be amended only by a writing executed by the Company and the Subscriber(s). Neither this Agreement nor any of Subscriber’s rights under this Agreement may be transferred or otherwise assigned hereunder.

(d) Unless this Agreement is rejected, the Subscriber’s obligations hereunder will not be terminated upon the occurrence of any event (whether by operation of law or otherwise), including, if the Subscriber is an individual, without limitation, the death, occurrence of disability, or declaration of incompetency of such individual Subscriber, and this Agreement (including the representations and warranties contained herein) will bind the Subscriber’s successors, legal representatives, heirs, and distributees.

(e) If requested at any time by the Company, the Subscriber will promptly supply such information regarding the Subscriber as may be necessary for inclusion in any registration, qualification, application or other filing to be made at any time hereafter on the Company’s behalf. The Subscriber shall furnish such information to the Company, as the Company deems necessary to satisfy itself that the Subscriber may legally purchase the Securities.

(f) If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

(g) This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

(h) The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE AND OTHER LAWS. THE SECURITIES OFFERED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH STATE AND OTHER LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREUNDER NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

[Signature page to follow]

ENTITY SUBSCRIBER SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Principal Amount and Purchase Price (Check Enclosed or Wire to Be Sent)

$8,500,000                                                         

Printed Name & Address of Principal Place of Business	State of Organization (if different from State of Principal Place of Business)
Bluesky LLC    _______________________________________	Delaware

FORM OF OWNERSHIP- Check type of Subscriber.

___X__	TRUST (Please include name of trust, name of trustee, date trust was formed and copy of the trust agreement).
______	PARTNERSHIP (Please include copy of the Partnership agreement authorizing signature).
______	CORPORATION (Please include certified corporate resolution(s) authorizing signature and purchase of Securities).
______	OTHER (Please specify and include copy of document authorizing signature).

The undersigned trustee, partner or officer represents that he has full power and authority from all beneficiaries, partners or shareholders of the entity named above to execute this agreement Signature Page on behalf of the entity and that investment in the Securities is not prohibited by the governing documents of that entity.

Dated: December 28, 2015	Bluesky LLC
	(Name of Entity)
N/A	By:	/s/ Jianming Hao
Taxpayer Identification Number	(Trustee, partner or authorized Corporate officer)
	Name & Title:	Jianming Hao, Manager

[INDIVIDUAL SUBSCRIBER SIGNATURE PAGE TO FOLLOW]

INDIVIDUAL SUBSCRIBER SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

SUBSCRIBER – N/A

Name of Subscriber: ____________________________N/A__________________________________

Address: _____________________________________ N/A___________________________________

_____________________________________________N/A___________________________________

_____________________________________________N/A___________________________________

(Signature)

By: N/A____________________________________________________________________________

Dated: _N/A____________, _________

Aggregate Purchase Price: $___N/A                  

[COMPANY SIGNATURE PAGE TO FOLLOW]

COMPANY SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Subscription accepted as of

Dec. 28, 2015

Wins Finance Holdings Inc.

By: /s/ Richard Xu                              

Name: Richard Xu

Title: President

APPENDIX A

FORM OF REGISTRATION RIGHTS AGREEMENT

Immediately after the Termination, as defined in the Memorandum, the Company will provide to each Investor in the Offering a Selling Security Holder Questionnaire in the form of Appendix B to the Memorandum. Upon the Company's receipt of executed and completed Selling Security Holder Questionnaires from each Investor in the Offering, the Company will use commercially reasonable efforts to file within 30 days after receipt of all of the completed and executed Questionnaires a shelf registration statement on Form F-1 or a comparable available form (the “Shelf Registration Statement”) for the registration for resale under Rule 415 of the Securities Act of the ordinary shares, $0.0001 par value (“Ordinary Shares) into which the Notes are convertible (the “Note Shares”) and to cause the Shelf Registration Statement to be declared effective by the Securities and Exchange Commission within 120 days after the receipt of the completed and executed Questionnaires. In the event of a full review of the Registration Statement by the staff of Securities and Exchange Commission, the target effective date will be extended by an additional 30 days.

The Company will promptly give to each registered holder of the Note or Notes Shares (each, a “Holder’), written notice thereof (a “Registration Notice”), which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws; and

All expenses incurred in connection with any registration or qualification of Note Shares, including without limitation, all registration, filing and qualification fees, printing expenses, fees and disbursements of counsel for the Company, expenses of special audits incidental to or required by such registration shall be borne by the Company, provided, however that the Company shall not be required to pay underwriters' discounts or commissions, or stock transfer taxes relating to the Note included in such Registration Statement.

In connection with the request of any Holder to have its Note included in any Registration Statement, the Company shall be entitled to require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the SEC, the natural persons thereof that have voting and dispositive control over such shares.

In connection with the Company’s registration obligations hereunder, the Company shall notify the Holders of Note Shares included in any Registration Statement of the following: (i) that the Registration Statement has been declared effective, and provide such Holders with copies of the prospectus included in the Registration Statement , as the same may be amended or supplemented from time to time (the “Prospectus”); (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, such document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the sole judgment of the Company, renders the continued availability of a Registration Statement or Prospectus, as the case may be, contrary to the best interests of the Company. Upon the occurrence of any event contemplated by this paragraph, as promptly as reasonably practicable under the circumstances, prepare a an amendment, or a post-effective amendment, as the case may be, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required documents necessary to ensure that neither such a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, in complying with the aforementioned obligation, the Company shall be entitled to take into account its own good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event. In the event that the Company shall notify the Holders in accordance with clauses (iii) through (vi) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall promptly suspend use of such Prospectus upon receipt of such notification; provided, however, that the Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as reasonably practicable.

EX-99.1

Exhibit 99.1

Wins Finance Holdings Inc. Announces Sale of $8.5 Million of Convertible Notes to its Chairman and CO-CEO

NEW YORK, January 4, 2016/PRNewswire/—Wins Finance Holdings Inc. (Nasdaq: WINS) (“Wins Finance” or the “Company”) today announced the sale of $8.5 million of convertible notes to Mr. Jianming Hao, its Chairman and Co-Chief Executive Officer. Mr. Hao is the sole investor in the financing round. Wins Finance intends to use the proceeds to accelerate the growth and expansion of the Company’s business. The convertible notes bear interest at 4% per annum and mature one year from the date of issuance. The conversion price is set at $12, which was the market price on the date of issuance.

“We are encouraged by this development and believe it is a strong vote of confidence by the Chairman in the business strategy and growth prospects of Wins Finance,” said Richard Xu, President and Director of Wins Finance. “Wins Finance is building upon its core financial services business in China to create a comprehensive asset management platform, offering its clients access to high quality proprietary assets in both China and the United States.”

About Wins Finance Holdings Inc.

Wins Finance is a financial holding company that provides integrated financing solutions to small and medium enterprises (SMEs) in China. Wins Finance’s goal is to assist Chinese SMEs, including microenterprises, which have limited access to financing, to improve their overall fund-raising capability and enable them to obtain funding for business development. Since its establishment in 2006, Wins Finance has helped various SMEs obtain funding by providing them financial guarantees, and financial leasing as well as advisory services. Wins Finance is building upon its core financial services business in China to create a comprehensive asset management platform, offering its clients access to high quality proprietary assets in both China and the United States. For more information, please visit www.winsfinance.com (http://winsfinance.com/).

Forward-looking Statements

This news release includes forward-looking statements. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform to the Company's expectations and predictions is subject to a number of risks and uncertainties, including the risk that the Company's efforts to expand into the asset management area will not be successful, and the risks described in Wins Finance's Quarterly Report on Form 10-Q filed on November 16, 2015 and in its other filings with the Securities and Exchange Commission.

Company Contacts:
Richard Xu, President

Wins Finance Holdings Inc.
590 Madison Avenue, 21st FL
New York, NY 10022
Tel: 646-480-9882
Email: rxu@winsfinance.com