Exhibit
10.1


 


XYI Group,
Inc.


Subscription
Agreement


 


1. Investment
:


 


The
undersigned (“Buyer”) subscribes for ____________ Shares of Common Stock of XYI Group, Inc. (“Company”)
at $1.68 per share.


 


Total subscription
price ($1.68 times the number of Shares): = $_____________________.


 


PLEASE MAKE
CHECKS PAYABLE TO: XYI Group, Inc.


 


2. Investor
information :


 


Name (type
or print) __________________________________________________


 


SSN/EIN/Taxpayer
I.D. ________________________________________________


 


Address:
__________________________________________________________


 


E-Mail address:
_____________________________________________________


 


Joint Name
(type or print) ______________________________________________


 


SSN/EIN/Taxpayer
I.D ________________________________________________


 


E-Mail address:
_____________________________________________________


 


Address
(If different from above) ________________________________________


 


Mailing
Address (if different from above):__________________________________


Street City/State
Zip


 


Business
Phone: ____________________________________________________


 


Home Phone:
______________________________________________________


 


3. Type
of ownership :


 


(You must
check one box)


 


____Individual


____Custodian
for


____Tenants
in Common


____Uniform Souvenir products to Minors Act of the State of: __________


____Joint
Tenants with rights of Survivorship


____Corporation
(Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.:


 


____TrustCommunity
Property


____Other
(please explain)


 


4. Further
Representations, Warrants and Covenants.


 


Buyer hereby
represents warrants, covenants and agrees as follows:


 


(a) Buyer
is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.


(b) Except
as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to
Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction,
Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results
of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.


(c) Buyer
is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution,
delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely
for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased
with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to
enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution
of any of the Shares.


(d)
Buyer acknowledges that XYI Group, Inc. is offering for sale a maximum of 200,000 shares of its common stock at a fixed price
of $1.68 per share and that there is no minimum number of shares that must be sold in order for the offering to close.


 






    	 



    	 



    

 


Acceptance
of Subscription.


 


(a) It is
understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the
right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is
rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company
and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription,
Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount
of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.


 


5. Governing
Law.


 


(a) This
Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Nevada without
giving effect to any conflict of laws or choice of law rules.


 


IN WITNESS
WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set
forth below.


  


	 	 
	Signature
    of Buyer	 
	 	 
	 	 
	Printed
    Name	 
	 	 
	 	 
	Date	 


 


INVESTOR
SUBSCRIPTION ACCEPTED AS OF ____ day of _____, 2015.


 


XYI GROUP,
INC.


 


	By:	 	 
	President	 


 


Deliver
completed subscription agreements and checks to:


 


XYI Group,
Inc.


Room 2201
22 Floor, Malaysia Building


50 Gloucester
Road, Wan Chai, Hong Kong