Joymain International Development Group Inc. - Exibit 10.1 - Filed by newsfilecorp.com






SUBSCRIPTION AGREEMENT 
JOYMAIN INTERNATIONAL
DEVELOPMENT GROUP INC. 


WHEREAS, Joymain International Development Group Inc., a
Nevada Corporation (the “Company”), desires to issue up to 172,000,000 shares of
common stock, par value $.001 per share (“Common Stock”) at a price of $0.07 per
share pursuant to the Registration Statement on Form S-1 initially filed with
the Securities and Exchange Commission filed on July 18, 2014 and declared
effective on ________, 2014 (the “Registration Statement”); WHEREAS, the
undersigned (the “Purchaser,” together with the Company, the “Parties”) desires
to acquire the number of shares set forth on the signature page hereto. 

NOW, THEREFORE, for and in the consideration of premises
and the mutual covenants hereinafter set forth, the Parties hereby agree the
following: 

1.        Subscription.
The Purchaser hereby irrevocably subscribes for and agrees to purchase the
number of shares of Common Stock of the Company, set forth on the signature page
of this Agreement at a price of US $0.07 per share for the aggregate
price set forth on the signature page of this Agreement (U.S. dollars) (the
"Funds") pursuant to the Registration Statement. A copy of Registration
Statement was provided to the Purchaser by the Company. Together with this
Subscription Agreement, the Purchaser is delivering to the Company the full
amount of the purchase price for the Shares in respect of which it is
subscribing. 

2.        Representations
and Warranties of the Purchaser. In order to induce the Company to accept
this subscription, the Purchaser hereby represents and warrants to, and
covenants with, the Company as follows: 

A.        The Purchaser is
purchasing the Shares for the Purchaser’s own account. 

B.        The Purchaser has
had the opportunity to ask and receive answers to any and all questions the
Purchaser had with respect to the Company, its Registration Statement, its
business plan, management and current financial condition. The Purchaser
acknowledges that the Company is newly organized, does not have an operating
history. The Purchaser recognizes that the purchase of the Shares involves a
high degree of risks. 

C.        The Purchaser is
capable of evaluating the merits and risks involved in an investment in the
Shares and acknowledges that an investment in the Shares entails a number of
very significant risks and the Purchaser is able to withstand the total loss of
its investment. The Purchaser acknowledges that the Company has recommended that
each Purchaser obtain independent legal and financial advice prior to
subscribing. 

D.        Except as set
forth in this Agreement, no representations or warranties have been made to the
Purchaser by the Company or any agent, employee or affiliate of the Company and
in entering into this transaction the Purchaser is not relying upon any
information, other than that contained in this Agreement and the result of
independent investigation by the Purchaser.

E.        The Purchaser has
full power and authority to execute and deliver this Agreement and to perform
its obligations hereunder, and this Agreement is a legally binding obligation of
the Purchaser enforceable against the Purchaser in accordance with its terms.


F.        The Purchaser
hereby acknowledges receipt of a copy of the Prospectus under the Registration
Statement relating to this offering and the Shares (the “Prospectus”), which is
on file with the United States Securities and Exchange Commission. The Purchaser
represents and warrants that, in making his decision in investing the Shares, he
is not relying on any representation other that those contained in the
Prospectus. 

3.        Representations
of the Company. The Company represents and warrants to the Purchaser that:


A.        The Company is
duly incorporated under the laws of the State of Nevada and is in good standing
in accordance with all applicable federal and state laws. 

B.        The execution,
delivery and performance of this Agreement by the Company and the performance of
its obligations hereunder do not and will not constitute a
breach or violation of any of the terms and provisions of, or constitute a
default under or conflict with or violate any provisions of (i) the Company’s
Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of
trust, agreement or any instrument to which the Company is a party or by which
it or any of its property is bound, (iii) any applicable statute or regulation,
or (iv) any judgment, decree or order of any court or government body having
jurisdiction over the Company or any of its property. 




C.        The execution,
delivery and performance of this Agreement and the consummation of the issuance
of the Shares and the transactions contemplated by this Agreement are within the
Company’s corporate powers and have been duly authorized by all necessary
corporate and stockholder action on behalf of the Company. 

D.        There is no
action, suit or proceeding before or by any court or governmental agency or
body, domestic or foreign, now pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its properties, which
might result in any material adverse change in the condition (financial or
otherwise) or in the earnings, business affairs or business prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof. 

E.        The Company is not
in default in the performance or observance of any material obligation
agreement, covenant or condition contained in any material indenture, mortgage,
deed of trust or other material instrument or agreement to which it is a party
or by which it or its property may be bound; and neither the execution, nor the
delivery by the Company, nor the performance by the Company of its obligations
under this Agreement will conflict with or result in the breach or violation of
any of the terms or provisions of, or constitute a default or result in the
creation or imposition of a lien or charge on any assets or properties of the
Company under any material deed of trust or other material agreement or
instrument to which the Company is party or by which it is bound or any statute
or the Articles of Incorporation or By-laws of the Company, or any decree,
judgment, order, ruling or regulation of any court or government agency or body
having jurisdiction over the Company or its properties. 

F.        There is no fact
known to the Company (other than general economic conditions known to the public
generally) that has not been disclosed in writing to the Purchaser that (i)
could reasonably be expected to have a material adverse effect on the condition
(financial or otherwise) or on the earnings, business affairs, business
prospects, properties or assets of the Company, or (ii) could reasonably be
expected to materially and adversely affect the ability of the Company to
perform its obligations pursuant to this Agreement. 

4.       
Non-Assignability. Neither this Agreement nor any of the rights of the
Purchaser hereunder may be transferred or assigned by the Purchaser. Moreover,
the Company shall refuse to register any transfer of the common stock not made
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration. 

5.       
Modification/Entire Agreement. This Agreement (i) may only be modified by
a written instruction executed by the Purchaser and the Company; (ii) sets forth
the entire agreement of the Purchaser and the Company with respect to the
subject matter hereof; and (iii) shall ensure heirs, legal representatives,
successors and permitted assigns. 

6.        Governing Law.
This Agreement will be construed and enforced in accordance with and
governed by the laws of the State of Nevada. 

7.        Notices.
All Notices or other communication hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally (including courier
service) or mailed by certified or registered mail, return receipt requested,
postage prepaid. 




Signature Page 

            Concurrent
with execution of this Agreement, the Purchaser is purchasing ____________
shares of Common Stocks of the Company at a price of $0.07 per Share (the
“Subscription Price”). 

            Purchaser
hereby confirms the subscription for and purchase of said number of shares and
hereby agrees to pay herewith the Subscription Price for such Shares. 

            MAKE
CHECK PAYABLE TO:
[             ]


            Executed
this ____ day of _________________, 20____. 

	 	 	 
		 	Signature of
    Purchaser  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address of Purchaser 	 	 
	 	 	 
	 	 	 
	 	 	 
	Printed Name of Purchaser 	 	 


PLEASE ENSURE FUNDS ARE IN US DOLLARS 

                       ____________           
X          $0.07 = US$ __________ 

Number of Shares
Purchased                                       
Total Subscription Price 

Form of Payment:      Cash: _________   Check:
__________   Other: ____________________

 

Joymain International Development Group Inc. 

 

By: _______________________________

Title:   _____________________________