Exhibit
10.1  


SUBSCRIPTION
AGREEMENT


ARKADIA
INTERNATIONAL


ARKADIA
INTERNATIONAL, a __________________ corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”)
agree as follows:


WHEREAS:


A.
The Company desires to issue maximum of __________shares of common stock of the Company, par value of $0.001 per share, at a price
of $0.05 per share (hereinafter the "Shares"); and


B.
Subscriber desires to acquire that number of shares as is set forth on the signature page hereof (hereinafter the "Shares")
at the purchase price set forth herein.


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set-forth, the parties hereto do
hereby agree as follows:


SUBSCRIPTION
FOR SHARES


1.1
Subject to the terms and conditions hereinafter set-forth, the Subscriber hereby subscribes for and agrees to purchase the Shares
from the Company at a price equal to $0.05 per share, and the Company agrees to sell such the shares to Subscriber in consideration
of said purchase price. Upon execution, this subscription shall be irrevocable by Subscriber.


1.2
The purchase price for the Shares subscribed to hereunder is payable by the Subscriber contemporaneously with the execution and
delivery of this Subscription Agreement to VLADIMIR SHEKHTMAN, ARKADIA INTERNATIONAL, 5348 VEGAS DR., LAS VEGAS, NV 89108 or
such other place as the Company shall designate in writing. Payment can be made either by submitting a personal check, cashier’s
check or money order or by such other consideration of combination of the foregoing that the board deems advisable in its discretion,
for the full purchase price of $____ per share with the executed Subscription Agreement. Payments shall be made payable to “_________________”
If submitting payment by electronic fund transfer (bank wire), payment shall be for the full purchase price to:


Company
bank inf.





 


REPRESENTATIONS
AND WARRANTIES BY SUBSCRIBER


2.1
Subscriber hereby acknowledges, represents and warrants to the Company the following:


(A)
Subscriber acknowledges that the purchase of the shares involves a high degree of risk in that the Company has only recently been
incorporated and may require substantial funds;


(B)
An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should
consider investing in the Company and the Shares;


(C)
Subscriber has such knowledge and experience in finance, securities, investments, including investment in unlisted and unregistered
securities, and other business matters so as to be able to protect its interests in connection with this transaction;


(D)
Subscriber hereby acknowledges that this offering of Shares has not been reviewed by the United States Securities and Exchange
Commission ("SEC") and that the Shares are being issued by the Company pursuant to an exemption from registration provided
by Regulation S pursuant to the United States Securities Act.


(E)
Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly Subscriber
may not be able to liquidate its investment;


(F)
Subscriber hereby acknowledges (i) that this offering of Shares has not been reviewed by the United States Securities and Exchange
Commission ("SEC"); (ii) that the Shares are being issued by the Company pursuant to an exemption from registration
provided by the Securities Act of 1933, and; (iii) that the stock certificate evidencing the Shares received by Subscriber will
contain a legend in substantially the following form:


"THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE. THESE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND THE SELLER WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM
THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE
WITH THE ACT."


 


(G)
Subscriber is not aware of any advertisement of the Shares or of any directed selling efforts into the United States with respect
to the Shares.


(H)
Subscriber is outside the United States and is not a “US Person” as defined by Rule 902(k) of Regulation S.


REPRESENTATIONS
BY THE COMPANY


3.1
The Company represents and warrants to the Subscriber that:


(A)
The Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate
power to conduct the business which it conducts and proposes to conduct.


(B)
Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common stock in the capital of the Company.




    	 



    	 



    

 


TERMS
OF SUBSCRIPTION


4.1
Upon acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company and immediately
available to the Company for its general corporate purposes.


4.2
Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this
Agreement to Subscriber’s address indicated herein.


4.3
Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly
agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of
Nevada. Exclusive venue for any dispute arising out of this Subscription Agreement or the Shares shall be the state or federal
courts sited in__________________________.


4.4
The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.


INVESTOR
RESIDENCY STATUS


5.1
( ) By checking this box, Subscriber represents and warrants to the Company that the Subscriber is NOT a “US Person”
as such term is defined in Rule 902 of Regulation S promulgated under the United States Securities Act of 1933, as amended (the
"Act"). The Subscriber acknowledges having reviewed and considered the definition of “US Person” attached
to this Subscription Agreement.


IN
WITNESS WHEREOF, this Subscription Agreement is executed as of the ___ day of ______________20 .


	Number
    of Shares Subscribed For:	 
	Total
    Purchase Price:	 
	Name
    of Subscriber:	 
	Address
    of Subscriber:	 
	Subscriber’s
    SS#, ID#, Passport #	 


 


SIGNATURE
OF SUBSCRIBER: 


ACCEPTED
BY: 


Signature
of Authorized Signatory:


Name
of Authorized Signatory:


Date
of Acceptance:



 


 


US
Person Definition


 


 


		1.	"U.S.
                                                                                                                              person"
                                                                                                                              means:



                     
i.        Any natural person resident in the United States;


                    
ii.        Any partnership or corporation organized or incorporated under the laws of the United
States;


                   
iii.        Any estate of which any executor or administrator is a U.S. person;


                  
iv.        Any trust of which any trustee is a U.S. person;


                   
v.        Any agency or branch of a foreign entity located in the United States;


                  
vi.        Any non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a U.S. person;


                 
vii.        Any discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and


                
viii.        Any partnership or corporation if:


		A.	Organized
                                                                                                                         or incorporated
                                                                                                                         under
                                                                                                                         the laws
                                                                                                                         of any
                                                                                                                         foreign
                                                                                                                         jurisdiction;
                                                                                                                         and



		B.	Formed
                                                                                                                         by a
                                                                                                                         U.S.
                                                                                                                         person
                                                                                                                         principally
                                                                                                                         for the
                                                                                                                         purpose
                                                                                                                         of investing
                                                                                                                         in securities
                                                                                                                         not registered
                                                                                                                         under
                                                                                                                         the Act,
                                                                                                                         unless
                                                                                                                         it is
                                                                                                                         organized
                                                                                                                         or incorporated,
                                                                                                                         and owned,
                                                                                                                         by accredited
                                                                                                                         investors
                                                                                                                         (as defined
                                                                                                                         in Rule
                                                                                                                         501(a))
                                                                                                                         who are
                                                                                                                         not natural
                                                                                                                         persons,
                                                                                                                         estates
                                                                                                                         or trusts.



		2.	The
                                                                                                                              following
                                                                                                                              are
                                                                                                                              not
                                                                                                                              "U.S.
                                                                                                                              persons":



                     
i.        Any discretionary account or similar account (other than an estate or trust) held
for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an
individual) resident in the United States;


                    
ii.        Any estate of which any professional fiduciary acting as executor or administrator
is a U.S. person if:


		A.	An
                                                                                                                         executor
                                                                                                                         or administrator
                                                                                                                         of the
                                                                                                                         estate
                                                                                                                         who is
                                                                                                                         not a
                                                                                                                         U.S.
                                                                                                                         person
                                                                                                                         has sole
                                                                                                                         or shared
                                                                                                                         investment
                                                                                                                         discretion
                                                                                                                         with
                                                                                                                         respect
                                                                                                                         to the
                                                                                                                         assets
                                                                                                                         of the
                                                                                                                         estate;
                                                                                                                         and



		B.	The
                                                                                                                         estate
                                                                                                                         is governed
                                                                                                                         by foreign
                                                                                                                         law;



                   
iii.        iii. Any trust of which any professional fiduciary acting as trustee is a U.S.
person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no
beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;


                  
iv.        iv. An employee benefit plan established and administered in accordance with the
law of a country other than the United States and customary practices and documentation of such country;


                   
v.        v. Any agency or branch of a U.S. person located outside the United States if:


		A.	The
                                                                                                                         agency
                                                                                                                         or branch
                                                                                                                         operates
                                                                                                                         for valid
                                                                                                                         business
                                                                                                                         reasons;
                                                                                                                         and



		B.	The
                                                                                                                         agency
                                                                                                                         or branch
                                                                                                                         is engaged
                                                                                                                         in the
                                                                                                                         business
                                                                                                                         of insurance
                                                                                                                         or banking
                                                                                                                         and is
                                                                                                                         subject
                                                                                                                         to substantive
                                                                                                                         insurance
                                                                                                                         or banking
                                                                                                                         regulation,
                                                                                                                         respectively,
                                                                                                                         in the
                                                                                                                         jurisdiction
                                                                                                                         where
                                                                                                                         located;
                                                                                                                         and



                  
vi.        The International Monetary Fund, the International Bank for Reconstruction and Development,
the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies,
affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.


 


United
States. "United States" means the United States of America, its territories and possessions, any State of the United
States, and the District of Columbia.