EXHIBIT
10.1


 


gold party
payday, INC.


 


SUBSCRIPTION
AGREEMENT


 


NO NON-U.S. PURCHASER MAY ENGAGE IN
ANY HEDGING TRANSACTIONS WITH RESPECT TO THE SECURITIES.


 


	To:	Gold Party Payday, Inc.
	 	3189 Pepperhill Road
	 	Lexington, Kentucky 40502
	 	Attn:	Ms. Tatum L. Morita
	 	 	President, Chief Executive Officer and Chief Financial Officer


 


This Subscription Agreement
(“Agreement”) sets forth the terms under which the undersigned (“Subscriber”) will invest
in Gold Party Payday, Inc., a Delaware corporation (the “Corporation”). This subscription is one of a limited
number of subscriptions for up to 666,667 shares of Common Stock (the “Shares”) at a price of $0.12 per share
(the “Subscription Price”).


 


The Shares are being
offered to a limited number of Subscribers on behalf of the Corporation.


 


Execution of this Agreement
by the Subscriber shall constitute an offer by the Subscriber to subscribe for the Shares set forth in this Agreement on the terms
and conditions specified herein. The Corporation reserves the right to reject such subscription offer or, by executing a copy of
this Agreement, to accept such offer. If the Subscriber's offer is accepted, the Corporation will execute this Agreement and return
an executed copy of the Agreement to the Subscriber. If the Subscriber's offer is rejected, the payment accompanying this Agreement
will be returned, with the notice of rejection.


 


		A.	NON-UNITED STATES SUBSCRIBER DECLARATION



 


The Subscriber acknowledges
that the Subscriber is purchasing the Shares and represents that the Subscriber has the following relationship with a director,
officer or promoter of the Corporation (check one):


 


	 	Friend	_____
	 	Relative	_____
	 	Business Associate	_____


 


		B.	UNITED STATES SUBSCRIBER DECLARATION



 


If the undersigned
is a United States resident, the undersigned warrants and certifies that the undersigned is an “Accredited Investor,”
as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the
undersigned's qualification under one or more of the following categories (please check the appropriate space or spaces):


 



    	 



    	 



    

  


_____ The undersigned
is a natural person whose individual net worth, or joint net worth with the person's spouse exceeds $1,000,000. The calculation
of net worth excludes (i) the value of the undersigned’s primary residence and (ii) the amount of any indebtedness secured
by the primary residence, except to the extent that the lender or lenders have recourse to the undersigned personally and the indebtedness
exceeds the value of the primary residence.


 


_____ The undersigned
is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income
level in the current year.


 


_____ The undersigned
is a corporation, organization described in Section 501(c)(3) of the United States Internal Revenue Code, Massachusetts Trust or
similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess
of $5,000,000.


 


_____ The undersigned
is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase
is directed by a sophisticated person.


 


_____ The undersigned
is a director or executive officer of the Corporation.


 


_____ The undersigned
is a private business development Corporation as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.


 


_____ The undersigned
is a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined
in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance corporation as defined in Section 2(13) of the Securities
Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivision,
or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974
if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings
and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.


 


_____ The undersigned
is an entity in which all of the equity owners are accredited investors under one or more of the categories set forth above.


 



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All Accredited Investors
must initial the following:


 


_____ I understand
that the representations contained in this section are made for the purpose of qualifying me as an Accredited Investor, as that
term is defined under the Securities Act, for the purpose of inducing a sale of Shares to me. I hereby represent that the statement
or statements initialed above are true and correct in all respect. I understand that a false representation may constitute a violation
of law, and that any person who suffers damage as a result of a false representation may have a claim against me for damages.


 


		C.	TERMS, CORPORATE DISCLOSURE AND GENERAL

SUBSCRIBER ACKNOWLEDGEMENTS AND WARRANTIES



 


		1.	Use of Funds of the Shares



 


The Subscriber acknowledges
that the funds to be raised from the Shares are to be employed for the business of the Corporation in accordance with management's
discretion as to the best use of the same for the Corporation's business plan. The Corporation reserves the right at any time to
alter its business plan in accordance with management's appraisal of the market for the goods and services of the Corporation.


 


		2.	Method of Subscription and Terms of Fund Release



 


A subscription shall
be made by delivering to the Corporation a signed copy of this Agreement and the Subscription Price made to the Corporation or
such party as the Corporation may direct. The funds will be employed by the Corporation immediately upon acceptance of the subscription,
or of the lesser amount if the full subscription is not accepted.


 


The Corporation shall
return to the Subscriber the Subscription Price, or such amount as has not been accepted, as to such part of the subscription which
the Corporation has not accepted.


 


The Subscriber
hereby agrees and acknowledges that:


 


(a)          Further
Financing. The Corporation may issue further offers similar to the within which may bear higher or lower prices, as reasonably
determined by the Corporation. The Corporation may, and will, acquire debt and/or equity financing in the future if required or
advisable in the course of the Corporation's business development.


 


(b)          Withdrawal
or Revocation. This Agreement is given for valuable consideration and shall not be withdrawn or revoked by the Subscriber
once tendered to the Corporation with the Subscription Price.


 


(c)          Agreement
to be Bound. The Subscriber hereby specifically agrees to be bound by the terms of this Agreement as to all particulars hereof
and hereby reaffirms the acknowledgments, representations and powers set forth in this Agreement.





 



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(d)          Reliance
on Subscriber's Representations. The Subscriber understands that the Corporation will rely on the acknowledgments, representations
and covenants of the Subscriber herein in determining whether a sale of the Shares to the Subscriber is in compliance with applicable
securities laws. The Subscriber warrants that all acknowledgments, representations and covenants are true and accurate.


 


(e)          Waiver
of Preemptive Rights. The Subscriber hereby grants, conveys and vests the Chief Executive Officer of the Corporation as the
Subscriber's power of attorney solely for the purpose of waiving any prior or preemptive right which the Subscriber may have under
applicable law to further issues of the Shares of the Corporation.


 


		3.	Subscriber's Representations, Warranties and Understandings



 


The Subscriber
represents and warrants to the Corporation and understands that:


 


(a)          Principal.
The Subscriber is purchasing the Shares as principal for the Subscriber’s own account and not for the benefit of any other
person except as otherwise stated herein, and not with a view to the resale or distribution of all or any of the Shares.


 


(b)          Decision
to Purchase. The decision of the Subscriber to enter into this Agreement and to purchase Shares pursuant hereto has been based
only on the representation of this agreement and any collateral business plan or offering memorandum provided herewith or based
upon the Subscriber's relationship with the foregoing stated person of the Corporation. It is not made on other information relating
to the Corporation and not upon any oral representation as to fact or otherwise made by or on behalf of the Corporation or any
other person. The Subscriber agrees that the Corporation assumes no responsibility or liability of any nature whatsoever for the
accuracy, adequacy or completeness of any business plan information, which has been created based upon the Corporation's management
experience. In particular, and without limiting the generality of the foregoing, the decision to subscribe for Shares has not
been influenced by:


 


		·	Newspaper, magazine or other media articles or reports related to the Corporation or its business;
or



 


		·	Promotional literature or other materials used by the Corporation for sales or marketing purposes;
or



 


		·	Any representation, oral or otherwise that the Corporation will become a publicly traded company,
that the Shares will be repurchased or have any guaranteed future realizable value, or that there is any certainty as to the success
of the Corporation or liquidity or value of the Shares.



 


(c)          Economic
Risk. The Subscriber has such knowledge and experience in financial and business affairs as to be capable of evaluation the
merits and risks of the Subscriber’s investment in the Shares and the Subscriber is able to bear the economic risk of a
total loss of the Subscriber's investment in the Shares.





 



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(d)          Speculative
Investment. The Subscriber understands that an investment in the Shares is a speculative investment and that there is no guarantee
of success of management's plans. Management's plans are an effort to apply present knowledge and experience to project a future
course of action which is hoped will result in financial success employing the Corporation's assets and present level of management's
skills, and those whom the Corporation will need to attract (which cannot be assured). Additionally, all plans are capable of
being frustrated by new or unrecognized or unappreciated circumstances which can typically not be accurately, or at all, predicted.


 


(e)          Status. If the Subscriber is a U.S. person then such has been declared in this document and the Subscriber
qualifies as an eligible subscriber under the relevant state and federal U.S. laws as elsewhere herein specified.


 


(f)           Address.
The Subscriber is resident as set out on the last page of this Agreement as the "Subscriber's Address" and the address
set forth on the last page of this Agreement is the true and correct address of the Subscriber.


 


(g)          Risk
and Resale Restriction. The Subscriber is aware of the risks and other characteristics of the Shares and of the fact that the
Subscriber will not be able to resell the Shares except in accordance with the applicable securities legislation and regulatory
policy.


 


(h)          Receipt
of Information. The Subscriber acknowledges that, to the Subscriber’s satisfaction:


 


		·	The Subscriber has either had access to or has been furnished with sufficient information regarding
the Corporation and the terms of this investment transaction to the Subscriber’s satisfaction;



 


		·	The Subscriber has been provided the opportunity to ask questions concerning this investment transaction
and the terms and conditions thereof and all such questions have been answered to the Subscriber’s satisfaction; and



 


		·	The Subscriber has been given ready access to and an opportunity to review any information, oral
or written, that the Subscriber has requested, in particular to any offering memorandum or business plan of the Corporation, if
available, concurrent with or as a part of this subscription.









 


(i)          Confidentiality.
The Subscriber understands that the Corporation's business plan and this Agreement are confidential. The Subscriber has not distributed
such, or divulged the contents thereof, to anyone other than such legal or financial advisors as the Subscriber has deemed desirable
for purposes of evaluating an investment in the Shares and the Subscriber has not made any copies thereof except for the Subscriber’s
own records.


 


(j)          Age
of Majority. The Subscriber, if an individual, has attained the age of majority and is legally competent to execute this Agreement
and to take all actions required pursuant hereto.








 



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(k)          Authorization
and Formation of Subscriber. The Subscriber, if a corporation, partnership, trust or other form of business entity, is authorized
and otherwise duly qualified to purchase and hold the Shares and such entity has not been formed for the specific purpose of acquiring
Shares in the offering. If the Subscriber is one of the aforementioned entities, it hereby agrees that upon request of the Corporation
it will supply the Corporation with any additional written information that may be requested by the Corporation.


 


(l)           Legal
Obligation. This Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid,
binding and enforceable obligation of the Subscriber.


 


(m)          Compliance
with Applicable Laws. The Subscriber knows of no reason why the delivery of this Agreement, the acceptance of it by the Corporation
and the issuance of the Shares to the Subscriber will not comply with all applicable laws of the Subscriber's jurisdiction of residence
or domicile, and all other applicable laws, and the Subscriber has no reason to believe that such will cause the Corporation to
become subject to or required to comply with any additional disclosure, prospectus or reporting requirements. The Subscriber will
comply with all applicable securities laws and will assist the Corporation in all reasonable manners to comply with all applicable
securities laws.


 


(n)          Encumbrance
or Transfer of Shares. The Subscriber will not sell, assign, gift, pledge or encumber in any manner whatsoever the Shares herein
subscribed without the prior written consent of the Corporation and in accordance with applicable securities laws.


 


The Subscriber agrees
that the above representations and warranties of the Subscriber will be true and correct as of the execution of and acceptance
of this Agreement and will survive the completion of the issuance of the Shares. The Subscriber understands that the Corporation
will rely on the representations and warranties of the Subscriber herein in determining whether a sale of the Shares to the Subscriber
is in compliance with foreign, federal, state and local securities laws and the Subscriber agrees to indemnify and hold harmless
the Corporation from all damages or claims resulting from any misrepresentation by the Subscriber.


 


		4.	Material Changes



 




The Subscriber undertakes
to notify the Corporation immediately should there be any material change in the foregoing warranties and representations and provide
the Corporation with the revised or corrected information. The Subscriber hereby agrees to indemnify and hold the Corporation and
its affiliates, and the Escrow Agent harmless from and against any and all liability, damage, cost or expense (including reasonable
attorneys' fees) incurred on account of or arising out of:


 


(a)          Any
inaccuracy in the Subscriber's acknowledgments, representations or warranties set forth in this Agreement;


 


(b)          The
Subscriber's disposition of any of the Shares contrary to the Subscriber's acknowledgments, representations or warranties in this
Agreement;


 


(c)          Any
suit or proceeding based upon a claim that said acknowledgments, representations or warranties were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the Corporation or its affiliates or the disposition of all or any part of
the Subscriber's Shares; and


 



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(d)          The
Subscriber's failure to fulfill any or all of the Subscriber's obligations herein.


 


		5.	Address for Delivery



 


Each notice, demand or
other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by delivery (electronic
or otherwise) or prepaid registered mail deposited in a post office addressed to the Subscriber or the Corporation at the address
specified in this Agreement. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof
if delivered, or, if given by registered mail as aforesaid, shall be deemed conclusively to be the fifth day after the same shall
have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of
receipt shall be the date on which the notice, demand or other communication is actually received by the addressee.


 


		6.	Change of Address



 


Either party may at any
time, and from time to time notify the other party in writing of a change of address and the new address to which notice shall
be given to it thereafter until further change.


 


		7.	Severability and Construction



 


Each section, sub-section,
paragraph, sub-paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable, and if,
for any reason, any portion of this Agreement is determined to be invalid, contrary to or in conflict with any applicable present
or future law, rule or regulation, that ruling shall not impair the operation of, or have any other effect upon, such other portions
of this Agreement as may remain otherwise intelligible (all of which shall remain binding on the parties and continue to be given
full force and agreement as of the date upon which the ruling becomes final).


 


		8.	Governing Law



 


This Agreement
shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute regarding matters as between
the Subscriber and the Corporation, whether as a subscriber or shareholder, and whether arising under this Agreement or pursuant
to Shareholder or shareholder right pursuant to the documents of the Corporation or applicable law, shall be adjudicated in Delaware
unless the Corporation shall determine or permit otherwise.


 



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		9.	Survival of Representations and Warranties



 


The covenants, representations
and warranties contained herein shall survive the closing of the transactions contemplated hereby.


 


		10.	Counterparts



 


This Agreement may be
signed by the parties hereto in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original,
and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution will be deemed
to bear the execution date as set forth in this Agreement. This Agreement may be executed and exchanged by facsimile and such facsimile
copies shall be valid and enforceable agreements.


 


		11.	Entire Agreement



 


This Agreement constitutes
the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations
and understandings. There are no collateral agreements or understandings hereto and this Agreement, and the documents contemplated
herein, constitutes the totality of the parties' agreement. This Agreement may be amended or modified in any respect by written
instrument only.


 


		12.	Successors and Assigns



 


The terms and provisions
of this Agreement shall be binding upon and inure to the benefit of the Subscriber and the Corporation, and their respective successors
and lawfully permitted assigns; provided that, except as herein provided, this Agreement shall not be assignable by any party without
the written consent of the other. The benefit and obligations of this Agreement, insofar as they extend to or affect the Subscriber,
shall pass with any assignment or transfer of the Shares in accordance with the terms of this Agreement.


 


		13.	Subscription Amount and Payments





 





Subscriber hereby
subscribes for ______________ (Number) of Shares for a total purchase price of $________ (Number of Shares x $0.12) and hereby
submits a check in the amount of $________ (Number of Shares x $0.12) made payable to:


 


Gold Party Payday, Inc.

3189 Pepperhill Road

Lexington, Kentucky 40502


Attn:    Ms. Tatum L. Morita

President, Chief Executive Officer and Chief Financial Officer


 



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		14.	Effective Date



 


This Agreement
shall take effect upon the date of acceptance by the Corporation.


 


DATED at __________,
__________ on this _____ day of __________ 2012.


 


Name of Subscriber
(please print):


 


___________________________


 


Official Capacity or
Title (corporations only):


 


___________________________


 


Social Security Number
/ Corporate Federal ID Number:


 


___________________________


 


Subscriber's Address:


 


___________________________


 


___________________________


 


___________________________


 


Subscriber's E-mail
Address:


 


___________________________


 


Telephone Number:


 


___________________________


 


Authorized Signature:


 


___________________________


 



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ACCEPTANCE


 


The Corporation hereby
accepts the above subscription as of this _____ day of ________ 2012.


 


GOLD PARTY PAYDAY, INC.


 


By: _____________________


 


Title: ____________________


 



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