Unassociated Document


    


      EXHIBIT
10.1

      FORM OF SUBSCRIPTION
AGREEMENT

      


      
        
          
            	
                    To:

                  	
                    Clear
      Skies Solar, Inc.

                  


          

          
            	
                     
      

                  	
                    200
      Old Country Road, Suite 610

                  


          

          
            	
                     
      

                  	
                    Mineola,
      New York 11501-4241

                  


          

          
            	
                     
      

                  	
                    Fax:  (516)
      281-7150

                  


          

          
            	
                     
      

                  	
                    Attn:     Arthur
      Goldberg, CFO

                  


          

        

      

      


      This
Subscription Agreement (this “Agreement”) is being
delivered to the purchaser identified on the signature page to this Agreement
(the “Subscriber”) in
connection with its investment in Clear Skies Solar, Inc., a Delaware
corporation (the “Company”).  The
Company is conducting a private placement (the “Offering”) of up to
ten million shares of its common stock, par value $.001 per share (the
“Shares”).  For purposes of this Agreement, the term “Securities” shall
refer to the Shares.  The purchase price per Share shall be fixed at
$.09 (the “Purchase
Price”).  All funds received in the Offering prior to the
closing of the Offering (the “Closing”) shall be
held in escrow by the law firm of Morse, Zelnick, Rose & Lander LLP (the
“Escrow Agent”)
and, upon fulfillment of the other conditions precedent set forth herein, shall
be released from escrow and delivered to the Company at which time the Shares
subscribed for as further described below shall be delivered, subject to Section
6 hereof, to Subscriber.  Notwithstanding anything to the contrary
contained herein, in the event the funds delivered by a Subscriber are not
evenly divisible by the Purchase Price, to the extent the Company accepts such
subscription, the Company may round down to the nearest whole number the number
of Shares to be sold to such Subscriber and the Company shall be entitled to
retain any additional funds remaining due to such rounding.

       

      1.           SUBSCRIPTION AND PURCHASE
PRICE

       

      (a)           Subscription.  Subject
to the conditions set forth in Section 2 hereof, the Subscriber hereby
subscribes for and agrees to purchase the number of Shares indicated on page 7
hereof on the terms and conditions described herein.

       

      (b)           Purchase of
Shares.  The Subscriber understands and acknowledges that the
Purchase Price to be remitted to the Company in exchange for the Shares shall be
set at $.09 per Share, for an aggregate purchase price as set forth on page 7
hereof (the “Aggregate
Purchase Price”). The Subscriber’s delivery of this Agreement to the
Company shall be accompanied by payment for the Shares subscribed for hereunder,
payable in United States dollars, by wire transfer of immediately available
funds delivered contemporaneously with the Subscriber’s delivery of this
Agreement to the Company in accordance with the instructions provided on Exhibit
A.  The Subscriber understands and agrees that, subject to
Section 2 and applicable laws, by executing this Agreement, it is entering into
a binding agreement.

       

      2.           ACCEPTANCE,
OFFERING TERM AND CLOSING PROCEDURES

       

      (a)           Acceptance or
Rejection.  The obligation of the Subscriber to purchase the
Shares shall be irrevocable, and the Subscriber shall be legally bound to
purchase the Shares subject to the terms set forth in this
Agreement.  The Subscriber understands and agrees that the Company
reserves the right to reject this subscription for Shares in whole or part, at
any time prior to the Closing, for any reason, notwithstanding the Subscriber’s
prior receipt of notice of acceptance of the Subscriber’s
subscription.  In the event of rejection of this subscription by the
Company in accordance with this Section 2, or if the sale of the Shares is not
consummated by the Company for any reason, this Agreement and any other
agreement entered into between the Subscriber and the Company relating to this
subscription shall thereafter have no force or effect, and the Company shall
promptly return or cause to be returned to the Subscriber the Purchase Price
remitted to the Escrow Agent, without interest thereon or deduction
therefrom.

       

      (b)           Offering
Term.  The subscription period for the Offering will begin as
of August 1, 2009 and will terminate upon the earliest to occur of (a) September
15, 2009, unless extended by the Company, (b) the Company’s acceptance of
subscriptions for not less than $700,000.00 of Shares and the receipt of payment
therefore, or (c) the Company’s decision to terminate the Offering
sooner.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      (c)           Closing.  The
Closing shall take place at the offices of the Company or such other place as
determined by the Company. The Closing shall take place on a Business Day
promptly following the satisfaction or waiver of the conditions set forth in
Section 6 below, as determined by the Company.  “Business Day” shall
mean from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time)
of a day other than a Saturday, Sunday or other day on which commercial banks in
New York are authorized or required to be closed. The Securities purchased by
the Subscriber will be delivered by the Company promptly following the
Closing.

       

      3.           INVESTOR’S
REPRESENTATIONS AND WARRANTIES

       

      The
Subscriber hereby acknowledges, agrees with and represents and warrants to the
Company and its affiliates, as follows:

       

      (a)           The
Subscriber has full power and authority to enter into this Agreement, the
execution and delivery of which has been duly authorized, if applicable, and
this Agreement constitutes a valid and legally binding obligation of the
Subscriber.

       

      (b)           The
Subscriber acknowledges its understanding that the Offering and sale of the
Securities is intended to be exempt from registration under the Securities Act
of 1933, as amended (the “Securities Act”), by
virtue of Section 4(2) of the Securities Act and the provisions of Regulation D
promulgated thereunder (“Regulation
D”).  In furtherance thereof, the Subscriber represents and
warrants to the Company and its affiliates as follows:

       

      (i)           The
Subscriber realizes that the basis for the exemption from registration may not
be available if, notwithstanding the Subscriber’s representations contained
herein, the Subscriber is merely acquiring the Securities for a fixed or
determinable period in the future, or for a market rise, or for sale if the
market does not rise. The Subscriber does not have any such
intention.

       

      (ii)           The
Subscriber realizes that the basis for exemption would not be available if the
Offering is part of a plan or scheme to evade registration provisions of the
Securities Act or any applicable state or federal securities laws.

       

      (iii)           The
Subscriber is acquiring the Securities solely for the Subscriber’s own
beneficial account, for investment purposes, and not with view towards, or
resale in connection with, any distribution of the Securities.

       

      (iv)           The
Subscriber has the financial ability to bear the economic risk of the
Subscriber’s investment, has adequate means for providing for its current needs
and contingencies, and has no need for liquidity with respect to an investment
in the Company.

       

       (v)           The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, the “Advisors”) has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of a prospective investment in the
Securities.  If other than an individual, the Subscriber also
represents it has not been organized solely for the purpose of acquiring the
Securities.

       

      (vi)           The
Subscriber (together with its Advisors, if any) has received all documents
requested by the Subscriber, if any, has carefully reviewed them and understands
the information contained therein, prior to the execution of this
Agreement.

       

      (c)           The
Subscriber is not relying on the Company or any of its employees, agents,
sub-agents or advisors with respect to economic considerations involved in this
investment.  The Subscriber has relied on the advice of, or has
consulted with, only its Advisors. Each Advisor, if any, is capable of
evaluating the merits and risks of an investment in the Securities, and each
Advisor, if any, has disclosed to the Subscriber in writing (a copy of which is
annexed to this Agreement) the specific details of any and all past, present or
future relationships, actual or contemplated, between the Advisor and the
Company or any affiliate or sub-agent thereof.


      
        
           


        

        
          - 2
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      (d)           The
Subscriber has carefully considered the potential risks relating to the Company
and a purchase of the Securities, and fully understands that the Securities are
a speculative investment that involve a high degree of risk of loss of the
Subscriber’s entire investment. Among other things, the Subscriber has carefully
considered each of the risks described under the heading “Risk Factors” in the
Company’s SEC Filings (as defined in Section 4(c) below), which risk factors are
incorporated herein by reference.

       

      (e)           The
Subscriber represents, warrants and agrees that it will not sell or otherwise
transfer the Securities without registration under the Securities Act or an
exemption therefrom, and fully understands and agrees that the Subscriber must
bear the economic risk of its purchase because, among other reasons, the
Securities have not been registered under the Securities Act or under the
securities laws of any state and, therefore, cannot be resold, pledged, assigned
or otherwise disposed of unless they are subsequently registered under the
Securities Act and under the applicable securities laws of such states, or an
exemption from such registration is available. In particular, the Subscriber is
aware that the Securities are “restricted securities,” as such term is defined
in Rule 144 promulgated under the Securities Act (“Rule 144”), and they
may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144
are met. The Subscriber also understands that the Company is under no obligation
to register the Securities on behalf of the Subscriber or to assist the
Subscriber in complying with any exemption from registration under the
Securities Act or applicable state securities laws. The Subscriber understands
that any sales or transfers of the Securities are further restricted by state
securities laws and the provisions of this Agreement.

       

      (f)           No
oral or written representations or warranties have been made to the Subscriber
by the Company or any of its officers, employees, agents, sub-agents,
affiliates, advisors or subsidiaries, other than any representations of the
Company contained herein, and in subscribing for the Shares, the Subscriber is
not relying upon any representations other than those contained
herein.

       

      (g)           The
Subscriber’s overall commitment to investments that are not readily marketable
is not disproportionate to the Subscriber’s net worth, and an investment in the
Securities will not cause such overall commitment to become
excessive.

       

      (h)           The
Subscriber understands and agrees that the certificates for the Securities shall
bear substantially the following legend until (i) such Securities shall have
been registered under the Securities Act and effectively disposed of in
accordance with a registration statement that has been declared effective or
(ii) in the opinion of counsel for the Company, such Securities may be sold
without registration under the Securities Act, as well as any applicable “blue
sky” or state securities laws:

       

      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS.  SUCH SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

       

      (i)           Neither
the Securities and Exchange Commission (the “SEC”) nor any state
securities commission has approved the Securities or passed upon or endorsed the
merits of the Offering. There is no government or other insurance covering any
of the Securities.

       

      (j)           The
Subscriber and its Advisors, if any, have had a reasonable opportunity to ask
questions of and receive answers from a person or persons acting on behalf of
the Company concerning the Offering and the business, financial condition,
results of operations and prospects of the Company, and all such questions have
been answered to the full satisfaction of the Subscriber and its Advisors, if
any.


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      


      (k)           The
Subscriber is unaware of, is in no way relying on, and did not become aware of
the Offering through or as a result of, any form of general solicitation or
general advertising including, without limitation, any article, notice,
advertisement or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, or electronic mail over the
Internet, in connection with the Offering and is not subscribing for Shares and
did not become aware of the Offering through or as a result of any seminar or
meeting to which the Subscriber was invited by, or any solicitation of a
subscription by, a person not previously known to the Subscriber in connection
with investments in securities generally.

       

      (l)           The
Subscriber has taken no action that would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this Agreement
or the transactions contemplated hereby.

       

      (m)           The
Subscriber is not relying on the Company or any of its employees, agents, or
advisors with respect to the legal, tax, economic and related considerations of
an investment in the Securities and the Subscriber has relied on the advice of,
or has consulted with, only its own Advisors.

       

      (n)           The
Subscriber acknowledges that any estimates or forward-looking statements or
projections furnished by the Company to the Subscriber, were prepared by
management of the Company in good faith, but that the attainment of any such
projections, estimates or forward-looking statements cannot be guaranteed by the
Company or its management and should not be relied upon.

       

      (o)           No
oral or written representations have been made, or oral or written information
furnished, to the Subscriber or its Advisors, if any, in connection with the
Offering that are in any way inconsistent with the information contained
herein.

       

      (p)           (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents
that such fiduciary has been informed of and understands the Company’s
investment objectives, policies and strategies, and that the decision to invest
“plan assets” (as such term is defined in ERISA) in the Company is consistent
with the provisions of ERISA that require diversification of plan assets and
impose other fiduciary responsibilities.  The Subscriber or Plan
fiduciary (i) is responsible for the decision to invest in the Company; (ii) is
independent of the Company and any of its affiliates; (iii) is qualified to make
such investment decision; and (iv) in making such decision, the Subscriber or
Plan fiduciary has not relied primarily on any advice or recommendation of the
Company or any of its affiliates.

       

      (q)           This
Agreement is not enforceable by the Subscriber unless it has been accepted by
the Company, and the Subscriber acknowledges and agrees that the Company
reserves the right to reject any subscription for any reason.

       

      (r)           The
Subscriber will indemnify and hold harmless the Company, Escrow Agent and, where
applicable, their respective directors, officers, partners, employees, agents,
advisors, affiliates and shareholders, and each other person, if any, who
controls any of the foregoing, from and against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all
fees, costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative proceeding or
investigation whether commenced or threatened) (a “Loss”) arising out of
or based upon any representation or warranty of the Subscriber contained herein
or in any document furnished by the Subscriber to the Company or the Escrow
Agent in connection herewith being untrue in any material respect or any breach
or failure by the Subscriber to comply with any covenant or agreement made by
the Subscriber herein or therein.

       

      (s)           The
Subscriber is an “Accredited Investor” as defined in Rule 501(a) under the
Securities Act as set forth in the Investor Questionnaire on page 10 of the
Agreement.  In general, an “Accredited Investor” is deemed to be an
institution with assets in excess of $5,000,000 or individuals with net worth in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with his or her spouse.

       

      (t)           The
Subscriber, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as
to be capable of evaluating the merits and risks of the Offering, and has so
evaluated the merits and risks of such investment. The Subscriber has not
authorized any person or entity to act as its Purchaser Representative (as that
term is defined in Regulation D of the General Rules and Regulations under the
Securities Act) in connection with the Offering. The Subscriber is able to bear
the economic risk of an investment in the Securities and, at the present time,
is able to afford a complete loss of such investment.


      
        
           


        

        
          - 4
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      (u)           The
Subscriber has reviewed, or had an opportunity to review, all of the SEC
Filings.

       

      4.           THE
COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS

       

      The
Company hereby acknowledges, agrees with and represents, warrants and covenants
to the Subscriber, as follows:

       

      (a)           The
Company has the corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement has been duly
authorized, executed and delivered by the Company and is valid, binding and
enforceable against the Company in accordance with its terms.

       

      (b)           The
Securities to be issued to the Subscriber pursuant to this Agreement, when
issued and delivered in accordance with the terms of this Agreement, will be
duly and validly issued and will be fully paid and non-assessable.

       

      (c)           The
Company is subject to, and in full compliance with, the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”). The Company has made available to each Subscriber through the
EDGAR system true and complete copies of the Company’s Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
(collectively, the “SEC
Filings”).

       

      5.           INSIDER
TRADING PROHIBITION; INDEMNITY; ESCROW RELEASE

       

      (a)           Until
the date on which sales are permitted, without volume limitations, under Rule
144 of the Securities Act, the Subscriber hereby agrees to (i) refrain from (A)
engaging in any transactions with respect to the capital stock of the Company or
securities exercisable or convertible into or exchangeable for any shares of
capital stock of the Company, and (B) entering into any transaction that would
have the same effect, or entering into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership of
the capital stock of the Company and (ii) indemnify and hold harmless the
Company and its officers and directors, employees, agents, sub-agents, advisors
and affiliates and each other person, if any, who controls any of the foregoing,
against any Loss arising out of or based upon any violation of this Section 5 by
the Subscriber.

       

      (b)           
The Subscriber acknowledges that the Company may act on behalf of the
Subscribers, solely for the sake of convenience, in connection with confirmation
to the Escrow Agent that the Closing has occurred and thereby direct the Escrow
Agent to disburse the Subscriber’s subscription funds held in escrow to the
Company at such time.  In doing so, however, the Company makes no
representation or warranty to the Subscriber with respect to any due diligence
investigations concerning the Company, all of which shall be and remain the
Subscriber’s own responsibility.

       

      6.           CONDITIONS
TO ACCEPTANCE OF SUBSCRIPTION

       

      The
Company’s right to accept the subscription of the Subscriber, on the one hand,
and a Subscriber’s right to withdraw its funds, on the other hand, is
conditioned upon satisfaction of the following conditions precedent on or before
the date the Company accepts such subscription (any or all of which may be
waived by the other party):

       

      (a)           As
of the Closing, no legal action, suit or proceeding shall be pending which seeks
to restrain or prohibit the transactions contemplated by this Agreement;
provided that neither party hereto shall directly or indirectly initiate any
such action, suit or proceeding.

       

      (b)           The
representations and warranties of the Company and the Subscriber contained in
this Agreement shall have been true and correct on the date of this Agreement
and shall be true and correct as of the Closing as if made on the date of the
Closing.

       

      (c)           There
are no stop orders preventing or suspending any offering of securities by the
Company, or suspension of the qualification of the Common Stock for offering or
sale in any jurisdiction.


      
        
           


        

        
          - 5
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      (d)           The
Company shall have raised gross proceeds of no less than $325,000 from a
contemporaneous offering of its securities.

       

      7.           MISCELLANEOUS
PROVISIONS

       

      (a)           Counsel.  All
parties hereto have been represented by counsel, and no inference shall be drawn
in favor of or against any party by virtue of the fact that such party’s counsel
was or was not the principal draftsman of this Agreement.  Each of the
parties has been provided the opportunity to be represented by counsel of its
choice and has been encouraged to seek separate representation to the extent
that it deems such desirable, but the absence of such shall not be asserted as a
basis for the enforceability or interpretation of any of the terms or provisions
of this Agreement.

       

      (b)           Legal
Fees.  Each of the parties hereto shall be responsible to pay
the costs and expenses of their own legal counsel in connection with the
preparation and review of this Agreement and related documentation.

       

      (c)           Modification.  Neither
this Agreement, nor any provisions hereof, shall be waived, modified, discharged
or terminated except by an instrument in writing signed by the party against
whom any waiver, modification, discharge or termination is sought.

       

      (d)           Survival.  The
representations, warranties and agreements of the Subscriber and the Company
made in this Agreement shall survive the execution and delivery of this
Agreement and the delivery of the Securities.

       

      (e)           Notices.  Any
party may send any notice, request, demand, claim or other communication
hereunder to the Subscriber at the address set forth on the signature page of
this Agreement or to the Company at the address set forth above using any means
(including personal delivery, expedited courier, messenger service, fax,
ordinary mail or electronic mail), but no such notice, request, demand, claim or
other communication will be deemed to have been duly given unless and until it
actually is received by the intended recipient.  Any party may change
the address to which notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the other parties written notice in the
manner herein set forth.

       

      (f)           Binding
Effect.  Except as otherwise provided herein, this Agreement
shall be binding upon, and inure to the benefit of, the parties to this
Agreement and their heirs, executors, administrators, successors, legal
representatives and assigns.  If the Subscriber is more than one
person or entity, the obligation of the Subscriber shall be joint and several
and the agreements, representations, warranties and acknowledgments contained
herein shall be deemed to be made by, and be binding upon, each such person or
entity and his or its heirs, executors, administrators, successors, legal
representatives and assigns.  This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.

       

      (g)           Assignability.  This
Agreement is not transferable or assignable by the parties hereto.

       

      (h)           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles.

       

      (i)           Jurisdiction and
Venue.  The Company and the Subscriber hereby agree that any
dispute which may arise between them arising out of or in connection with this
Agreement shall be adjudicated before a court located in New York City, New
York, and they hereby submit to the exclusive jurisdiction of the federal and
state courts of the State of New York located in New York City with respect to
any action or legal proceeding commenced by any party, and irrevocably waive any
objection they now or hereafter may have respecting the venue of any such action
or proceeding brought in such a court or respecting the fact that such court is
an inconvenient forum, relating to or arising out of this Agreement or any acts
or omissions relating to the sale of the securities hereunder, and consent to
the service of process in any such action or legal proceeding by means of
registered or certified mail, return receipt requested, postage prepaid, in care
of the address set forth herein or such other address as either party shall
furnish in writing to the other.


      
        
           


        

        
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      (j)           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


      
        
           


        

        
          - 7
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      ALL SUBSCRIBERS MUST
COMPLETE THIS PAGE

       

      IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the ____ day of
______, 2009.

      


      
        	
                ________________________

              	
                x     $.09
      for each Share

              	
                =
      $_____________________.

              
	
                (Shares
      subscribed for)

              	
                           (Purchase
      Price)

              	
                     (Aggregate
      Purchase Price)

              


      

      


      Manner in
which Title is to be held (Please Check One):

       

      
        
          
            	
                    1.

                  	
                     ̈

                  	
                    Individual

                  	
                    7.

                  	
                     ̈

                  	
                    Trust/Estate/Pension
      or Profit sharing Plan

                    Date
      Opened:______________

                     

                  
	
                    2.

                  	
                     ̈

                  	
                    Joint
      Tenants with Right of Survivorship

                  	
                    8.

                  	
                     ̈

                  	
                    As
      a Custodian for

                    ________________________________

                    Under
      the Uniform Gift to Minors Act of the State of

                    ________________________________

                     

                  
	
                    3.

                  	
                     ̈

                  	
                    Community
      Property

                  	
                    9.

                  	
                     ̈

                  	
                    Married
      with Separate Property

                  
	 
      	 
      	 
      	 
      	 
      	 
      
	
                    4.

                  	
                     ̈

                  	
                    Tenants
      in Common

                  	
                    10.

                  	
                     ̈

                  	
                    Keogh

                  
	 
      	 
      	 
      	 
      	 
      	 
      
	
                    5.

                  	
                     ̈

                  	
                    Corporation/Partnership/
      Limited Liability Company

                  	
                    11.

                  	
                     ̈

                  	
                    Tenants
      by the Entirety

                  
	 	 	 	 	 	 
	
                    6.

                  	
                     ̈

                  	
                    IRA

                  	 
      	 
      	 
      


          

        

      

      


      ALTERNATIVE
DISTRIBUTION INFORMATION

       

      To direct
distribution to a party other than the registered owner, complete the
information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA
INVESTMENT.

       

      Name of
Firm (Bank, Brokerage, Custodian):

       

      Account
Name:

       

      Account
Number:

       

      Representative
Name:

       

      Representative
Phone Number:

       

      Address:

       

      City,
State, Zip:


      
        
           


        

        
          - 8
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      IF
MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

      INDIVIDUAL
SUBSCRIBERS MUST COMPLETE THIS PAGE 8.

      SUBSCRIBERS
WHICH ARE ENTITIES MUST COMPLETE PAGE 9.

       

      EXECUTION BY NATURAL
PERSONS

      


      
        
          

        

      

      Exact
Name in Which Title is to be Held

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 
      	 
      	 
      
	
                                                      Name
      (Please Print)

                                                    	 
      	
                                                      Name
      of Additional Purchaser

                                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                      Residence:
      Number and Street

                                                    	 
      	
                                                      Address
      of Additional Purchaser

                                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                      City,
      State and Zip Code

                                                    	 
      	
                                                      City,
      State and Zip Code

                                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                      Social
      Security Number

                                                    	 
      	
                                                      Social
      Security Number

                                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                      Telephone
      Number

                                                    	 
      	
                                                      Telephone
      Number

                                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                      Fax
      Number (if available)

                                                    	 
      	
                                                      Fax
      Number (if available)

                                                    
	 
      	 
      	 
      
	 	 	 
	
                                                      E-Mail
      (if available)

                                                    	 
      	
                                                      E-Mail
      (if available)

                                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                       (Signature)

                                                    	 
      	
                                                      (Signature
      of Additional
Purchaser)

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      ACCEPTED
this ___ day of _________, 2009, on behalf of the Company.

      


      
        
          	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

       

      
        
           


        

        
          - 9
-

          
            

          

        

        
           


        

      

    

     

    EXECUTION BY SUBSCRIBER
WHICH IS AN ENTITY

    (Corporation,
Partnership, LLC, Trust, Etc.)


    


    
      
        

      

    

    Name of
Entity (Please Print)

    Date of
Incorporation or Organization:

    


    State of
Principal Office:

    


    Federal
Taxpayer Identification Number:

    


    
      
        

      
Office Address

    


    
      
 City, State and Zip Code

    


    
      
 Telephone Number

    


    
      
 Fax Number (if available)

    


    
      
 E-Mail (if available)

    


    
      
        
          
            
              
                	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

                      
	
                        [seal]

                      	 
      
	 
      	 
      
	
                        Attest:

                      	 
      	 
      	 
      
	 
      	
                        (If
      Entity is a Corporation)

                      	 
      	 
      
	 
      	
                        Address

                      
	 
      	 
      
	
                        ACCEPTED
      this ____ day of _______, 2009, on behalf of the
  Company.

                      
	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

                      


              

            

          

        

      

    

     

    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    

     

    INVESTOR
QUESTIONNAIRE

     

    Instructions:  Check
all boxes below which correctly describe you.

     

    
      	
              o

            	
              You
      are (i) a
      bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as
      amended (the “Securities
      Act”), (ii) a savings
      and loan association or other institution, as defined in Section
      3(a)(5)(A) of the Securities Act, whether acting in an individual or
      fiduciary capacity, (iii) a broker
      or dealer registered pursuant to Section 15 of the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”),
      (iv) an
      insurance company as defined in Section 2(13) of the Securities Act,
      (v) an
      investment company registered under the Investment Company Act of 1940, as
      amended (the “Investment Company
      Act”), (vi) a business
      development company as defined in Section 2(a)(48) of the Investment
      Company Act, (vii) 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, as amended, (viii) a plan
      established and maintained by a state, its political subdivisions, or an
      agency or instrumentality of a state or its political subdivisions, for
      the benefit of its employees and you have total assets in excess of
      $5,000,000, or (ix) an employee
      benefit plan within the meaning of the Employee Retirement Income Security
      Act of 1974, as amended (“ERISA”) and
      (1) the
      decision that you shall subscribe for and purchase shares of common stock
      (the “Shares”), is made by a plan fiduciary, as defined in Section 3(21)
      of ERISA, which is either a bank, savings and loan association, insurance
      company, or registered investment adviser, or (2) you have total assets in
      excess of $5,000,000 and the decision that you shall subscribe for and
      purchase the Share is made solely by persons or entities that are
      accredited investors, as defined in Rule 501 of Regulation D promulgated
      under the Securities Act (“Regulation D”)
      or (3)
      you are a self-directed plan and the decision that you shall subscribe for
      and purchase the Shares is made solely by persons or entities that are
      accredited investors.

            


    

     

    
      	
              o

            	
              You
      are a private business development company as defined in Section
      202(a)(22) of the Investment Advisers Act of 1940, as
    amended.

            


    

     

    
      	
              o

            	
              You
      are an organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended (the “Code”), a
      corporation, Massachusetts or similar business trust or a partnership, in
      each case not formed for the specific purpose of making an investment in
      the Shares and its underlying securities and with total assets in excess
      of $5,000,000.

            


    

     

    
      	
              o

            	
              You
      are a director or executive officer of Clear Skies Solar,
    Inc.

            


    

     

    
      	
              o

            	
              You
      are a natural person whose individual net worth, or joint net worth with
      your spouse, exceeds $1,000,000 at the time of your subscription for and
      purchase of the Shares.

            


    

     

    
      	
              o

            	
              You
      are 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 your spouse in
      excess of $300,000 in each of the two most recent years, and who has a
      reasonable expectation of reaching the same income level in the current
      year.

            


    

     

    
      	
              o

            	
              You
      are a trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Shares and its underlying securities,
      whose subscription for and purchase of the Shares is directed by a
      sophisticated person as described in Rule 506(b)(2)(ii) of Regulation
      D.

            


    

     

    
      	
              o

            	
              You
      are an entity in which all of the equity owners are persons or entities
      described in one of the preceding
paragraphs.

            


    


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    


    Check
all boxes below which correctly describe you.

     

    With
respect to this investment in the Shares and its underlying securities,
your:

     

    
      
        	 
      	
                Investment
      Objectives: 

              	
                x Aggressive
      Growth

              	
                x Speculation

              	 
      
	 	 	 	 	 
	 
      	
                Risk
      Tolerance: 

              	
                o Low
      Risk 

              	
                o Moderate
      Risk 

              	
                x High
      Risk

              


      

    

     

    Are you
associated with a FINRA Member Firm?     o Yes   o No

     

    
      Your
initials (purchaser and co-purchaser, if applicable) are required for each item
below:

    

     

    
      	
              ____  
      ____ 

            	
              I/We
      understand that this investment is not
  guaranteed.

            


    

     

    
      	
              ____  
      ____ 

            	
              I/We
      are aware that this investment is not
liquid.

            


    

     

    
      	
              ____  
      ____ 

            	
              I/We are sophisticated in
      financial and business affairs and are able to evaluate the risks and
      merits of an investment in this offering.

            


    

     

    
      	
              ____  
      ____ 

            	
              I/We confirm that this investment
      is considered “high risk.” (This type of investment is considered high
      risk due to the inherent risks including lack of liquidity and lack of
      diversification.  Success or failure of private placements
      such as this is dependent on the corporate issuer of these securities and is outside
      the control of the investors. While potential loss is limited to the
      amount invested, such loss is
      possible.)

            


    

     

    The
Subscriber hereby represents and warrants that all of its answers to this
Investor Questionnaire are true as of the date of its execution of the
Subscription Agreement pursuant to which it purchased the Shares.

     

    
      
        
          
            
              
                
                  	 
      	 
      	 
      
	
                          Name
      of Purchaser  [please print]

                        	 
      	
                          Name
      of Co-Purchaser  [please print]

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          Signature
      of Purchaser (Entities please

                        	 
      	
                          Signature
      of Co-Purchaser

                        
	
                          provide
      signature of Purchaser’s duly

                        	 
      	 
      
	
                          authorized
      signatory.)

                        	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          Name
      of Signatory (Entities only)

                        	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          Title
      of Signatory (Entities only)

                        	 
      	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    


    VERIFICATION
OF INVESTMENT ADVISOR/BROKER

     

    I state
that I am familiar with the financial affairs and investment objectives of the
investor named above and reasonably believe that a purchase of the securities is
a suitable investment for this investor and that the investor, either
individually or together with his or her purchaser representative, understands
the terms of and is able to evaluate the merits of this offering.  I
acknowledge:

     

    
      	
               
      

            	
              (a)

            	
              that
      I have reviewed the Subscription Agreement and forms of securities
      presented to me, and attachments (if any)
  thereto;

            


    

     

    
      	
               
      

            	
              (b)

            	
              that
      the Subscription Agreement and attachments thereto have been fully
      completed and executed by the appropriate party;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              that
      the subscription will be deemed received by the Company upon acceptance of
      the Subscription Agreement.

            


    

     

    
      Deposit
securities from this offering directly to purchaser’s
account?       o Yes   
 o No

    

     

    
      If “Yes,”
please indicate the account number :
_____________________________________

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	 
      
	
                                      Broker/Dealer

                                    	 
      	
                                      Account
      Executive

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                      (Name
      of Broker/Dealer)

                                    	 
      	
                                      (Signature)

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                      (Street
      Address of Broker/Dealer Office)

                                    	 
      	
                                      (Print
      Name)

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                      (City
      of Broker/Dealer
    Office)  (State)  (Zip)

                                    	 
      	
                                      (Representative
      I.D. Number)

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                      (Telephone
      Number of Broker/Dealer Office)

                                    	 
      	
                                      (Date)

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                      (Fax
      Number of Broker/Dealer Office)

                                    	 
      	
                                      (E-mail
      Address of Account
Executive)

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        - 13
-