Filed by sedaredgar.com - Cheetah Oil & Gas Ltd. - Exhibit 10.1






NON BROKERED PRIVATE PLACEMENT SUBSCRIPTION

 

CHEETAH OIL & GAS LTD.


PRIVATE PLACEMENT 

INSTRUCTIONS TO SUBSCRIBER:


	1. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	2. 	
      If resident in the United States, COMPLETE the
      Prospective Investor Suitability Questionnaire attached as Appendix 1 to
      this Subscription Agreement (the "US Questionnaire").

	 	 
	3. 	
      If resident in Canada or elsewhere, COMPLETE the
      British Columbia Questionnaire attached as Appendix 2 to this Subscription
      Agreement (the "BC Questionnaire")

	 	 
		
      (collectively, the “Questionnaires”)

	 	 
	4. 	
      COURIER the originally executed copy of the entire
      Subscription Agreement, together with the Questionnaire, to the Company
      at:



Cheetah Oil & Gas Ltd. 
c/o Macdonald Tuskey,
Corporate and Securities Lawyers 
1210 – 777 Hornby Street 
Vancouver,
British Columbia V6Z 1S4 

Attention: Bill Macdonald


If you have any questions please contact Robert McAllister,
President and Director of the Company, at: (250) 870 2219.

 

WE MUST RECEIVE YOUR COMPLETED SUBSRIPTION AGREEMENT AND PAYMENT
  IN FULL NOT 

LATER THAN 3 PM ON OCT 23, 2009 TO BE CONSIDERED
  FOR ACCEPTANCE.




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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO: Cheetah Oil & Gas Ltd. Box 172 Station A, Nanaimo,
British Columbia, V9R 5K9 

Subject and pursuant to the attached “Terms and Conditions” of
this Subscription Agreement, including all schedules and appendices attached
hereto, the Subscriber hereby irrevocably subscribes for, and on the Closing
Date, will purchase from the Company, the following securities at the following
price: 


	_____Units 
	US$0.05 per Unit for a total purchase price of
      _____________________________
	 
	The Subscriber owns, directly or indirectly, the following
      securities of the Company: 
	 
    
	[Check if applicable] The Subscriber is [  ] an
      affiliate of the Company 



The Subscriber directs the Company to issue, register and
deliver the certificates representing the Shares as follows: 


	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	 	 	 
	 	 	 
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	 	 	 
	Account reference if
      applicable 	 	Contact
      name 
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	  	 	Telephone Number 



EXECUTED by the Subscriber this ______ day of ________,
2009. 


	WITNESS: 	 	EXECUTION BY SUBSCRIBER: 
	 	 	X 
	Signature of Witness
    	 	Signature of individual (if Subscriber is an
      individual) 
	 	 	X 
	Name of Witness 	 	Authorized signatory (if Subscriber is not an
      individual) 
	 	 	  
	Address of Witness
    	 	Name of
      Subscriber (please print) 
	 	 	  
	 	 	Name of
      authorized signatory (please print) 
	ACCEPTED this day of
      _________, 2009 	 	 
    
	 	 	 
	CHEETAH OIL &
      GAS LTD. 	 	Address
      of Subscriber (residence) 
	per: 	 	  
	 	 	Telephone Number 
	Authorized Signatory
    	 	  
	 	 	E-mail
      address 
	 	 	  
	 	 	Social Security/ Social Insurance No.:
  



By signing this acceptance, the Subscriber agrees to be bound
by the term and conditions of this Subscription Agreement.




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NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 

TERMS AND CONDITIONS 

1.                      
Subscription 

1.1                    
The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees
to purchase the number of shares of the Company's common stock (the "Shares") as
set out on page 2 of this Subscription Agreement at a price of US$0.05 per unit,
each unit comprised of one common share and one warrant to purchase one
additional common share at a price of $0.20 until October 23, 2011. The Company
has the right to accelerate the expiry date of the Warrants if the volume
weighted average closing price of the Company's common shares, as traded on the
over the counter bulletin board, exceeds $0.35 per share for more than 20
consecutive trading days not less than six months from the closing of this
private placement. In that event, the Warrants will expire 30 days after the
Company has given notice of the accelerated expiry to the Warrant holders. (such
subscription and agreement to purchase being the "Subscription"), for the total
subscription price as set out on page 2 of this Subscription Agreement (the
"Subscription Proceeds"), which Subscription Proceeds are tendered herewith, on
the basis of the representations and warranties and subject to the terms and
conditions set forth herein. 

1.2                    
The Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Shares. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company. 

1.3                    
Unless otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America. 

2.                     
 Payment 

2.1                    
The Subscription Proceeds must accompany this Subscription and shall be paid by
bank draft, money order or cheque drawn on a major U.S. bank or Canadian
chartered back acceptable to the Company, or shall be wired to the Company’s
lawyers pursuant to wiring instructions attached hereto as Appendix 3. If the
funds are wired to the Company's lawyers, those lawyers are authorized to
immediately deliver the funds to the Company without further authorization from
the Subscriber. 

2.2                    
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In the event
that this Subscription Agreement is not accepted by the Company for whatever
reason within 60 days of the delivery of an executed Subscription Agreement by
the Subscriber, this Subscription Agreement, the Subscription Proceeds and any
other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement without interest or deduction. 

2.3                    
Where the Subscription Proceeds are paid to the Company, the Company may treat
the Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company. 

3.                      
Questionnaires and Undertaking and Direction 

3.1                    
The Subscriber must complete, sign and return to the Company the following
documents: 

	 	(a) 	
      One (1) executed copy of this Subscription
    Agreement;







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	 	(b) 	
      the US Questionnaire in the form attached as Appendix 1
      if the Subscriber is resident in the United States; and

	 	 	 
	 	(c) 	
      the BC Questionnaire in the form attached as Appendix 2
      if the Subscriber is resident in the United States or Canada.

	 	 	 
	 		
      (collectively, the
“Questionnaires”)



3.2                    
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law. 

4.                      
Closing


4.1                    
Closing of the purchase and sale of the Shares shall occur on or before 3PM on
October 23, 2009 or on such other date as may be determined by the Company in
its sole discretion (the "Closing Date"). The Subscriber acknowledges that
Shares may be issued to other subscribers under this offering (the "Offering")
before or after the Closing Date. The Company, may, at its discretion, elect to
close the Offering in one or more closings, in which event the Company may agree
with one or more subscribers (including the Subscriber hereunder) to complete
delivery of the Shares to such subscriber(s) against payment therefore at any
time on or prior to the Closing Date. 

5.                      
Acknowledgements of Subscriber 

5.1                    
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Shares have been registered under the 1933
      Act, or under any state securities or “blue sky” laws of any state of the
      United States, and, unless so registered, may not be offered or sold in
      the United States or to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act;

	 	 	 
	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Shares
      under the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Shares agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company. If the Company has presented a business plan to
      the Subscriber, the Subscriber acknowledges that the business plan may not
      be achieved or be achievable;

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the sale of the Shares hereunder, and to obtain
      additional information, to the extent possessed or obtainable without
      unreasonable effort or expense, necessary to verify the accuracy of the
      information about the Company;

	 	 	 
	 	(e) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by Subscribers during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the sale of the Shares hereunder have been made available
      for inspection by the Subscriber, the Subscriber’s attorney and/or
      advisor(s);

	 	 	 
	 	(f) 	
      by execution of this Subscription Agreement the
      Subscriber has waived the need for the Company to communicate its
      acceptance of the purchase of the Shares pursuant to this Subscription
      Agreement;

	 	 	 
	 	(g) 	
      all information which the Subscriber has provided to the
      Company in the Questionnaires are correct and complete as of the date the
      Questionnaires are signed, and if there should be any change in
  such



4





- 5 - 

information prior to the Subscription
being accepted by the Company, the Subscriber will immediately provide the
Company with such information; 

	 	(h) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and in the Questionnaires, and the
      Subscriber will hold harmless the Company from any loss or damage it may
      suffer as a result of the Subscriber’s failure to correctly complete this
      Subscription Agreement or the Questionnaires;

	 	 	 
	 	(i) 	
      it will indemnify and hold harmless the Company and,
      where applicable, its respective directors, officers, employees, agents,
      advisors and shareholders 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) 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 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 to the Company in
      connection therewith;

	 	 	 
	 	(j) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(k) 	
      it has been advised to consult its own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the Shares and with respect to applicable resale restrictions and it is
      solely responsible (and the Company is not in any way responsible) for
      compliance with applicable resale restrictions;

	 	 	 
	 	(l) 	
      none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that certain market
      makers currently make a market in the Company’s share of common stock on
      the over-the counter bulletin board in the United States;

	 	 	 
	 	(m) 	
      it is acquiring the Shares as principal for its own
      account, for investment purposes only, and not with a view to, or for,
      resale, distribution or fractionalization thereof, in whole or in part,
      and no other person has a direct or indirect beneficial interest in such
      Shares;

	 	 	 
	 	(n) 	
      the Subscriber is acquiring the Shares pursuant to an
      exemption from the registration and prospectus requirements of applicable
      securities legislation in all jurisdictions relevant to this Subscription,
      and, as a consequence, the Subscriber will not be entitled to use most of
      the civil remedies available under applicable securities legislation and
      the Subscriber will not receive information that would otherwise be
      required to be provided to the Subscriber pursuant to applicable
      securities legislation;

	 	 	 
	 	(o) 	
      the Subscriber has been advised that the business of the
      Company is in a start-up phase and acknowledges that there is no assurance
      that the Company will raise sufficient funds to adequately capitalize the
      business or that the business will be profitable in the future;

	 	 	 
	 	(p) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the Securities and Exchange Commission or
      any state securities administrators;

	 	 	 
	 	(q) 	
      there is no government or other insurance covering any of
      the Shares; and

	 	 	 
	 	(r) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



5





- 6 - 

6.                      
Representations, Warranties and Covenants of the Subscriber 

6.1                    
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      the Subscriber is resident in the jurisdiction set forth
      on page 2 underneath the Subscriber’s name and signature;

	 	 	 
	 	(b) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(c) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time;

	 	 	 
	 	(d) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber’s decision to invest in the Shares and the Company;

	 	 	 
	 	(e) 	
      all information contained in the Questionnaires are
      complete and accurate and may be relied upon by the Company and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the closing of the purchase of the
      Shares;

	 	 	 
	 	(f) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(g) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(h) 	
      it understands and agrees that none of the Shares have
      been registered under the 1933 Act or any state securities laws, and,
      unless so registered, none may be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons (as defined herein) except
      pursuant to an exemption from, or in a transaction not subject to, the
      Registration Requirements of the 1933 Act and in each case only in
      accordance with state securities laws;

	 	 	 
	 	(i) 	
      it is purchasing the Shares for its own account for
      investment purposes only and not for the account of any other person and
      not for distribution, assignment or resale to others, and no other person
      has a direct or indirect beneficial interest is such Shares, and the
      Subscriber has not subdivided his interest in the Shares with any other
      person;

	 	 	 
	 	(j) 	
      it is able to fend for itself in the Subscription and has
      the ability to bear the economic risks of its prospective investment and
      can afford the complete loss of such investment;

	 	 	 
	 	(k) 	
      if it is acquiring the Shares as a fiduciary or agent for
      one or more investor accounts, it has sole investment discretion with
      respect to each such account and it has full power to make the foregoing
      acknowledgments, representations and agreements on behalf of such
      account;

	 	 	 
	 	(l) 	
      it understands and agrees that the Company and others
      will rely upon the truth and accuracy of the acknowledgments,
      representations and agreements contained in sections 4 and 6 hereof and
      agrees that if any of such acknowledgments, representations and agreements
      are no longer accurate or have been breached, it shall promptly notify the
      Company;



6





- 7 -


	 	(m) 	
      the Subscriber is not acquiring the Shares as a result of
      any form of general solicitation or general advertising including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio, or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising;

	 	 	 	 
	 	(n) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Shares, except as noted in Section 7, below;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Shares;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the
      Company on any stock exchange or automated dealer quotation
  system.



6.2               
     In this Subscription Agreement, the term “U.S. Person”
shall have the meaning ascribed thereto in Regulation S and for the purpose of
the Subscription includes any person in the United States. 

7.                      
Acknowledgement and Waiver 

7.1                    
The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares. 

8.                      
Representations and Warranties will be Relied Upon by the Company


8.1                    
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that they may be relied upon by the
Company and its legal counsel in determining the Subscriber’s eligibility to
purchase the Shares under applicable securities legislation, or (if applicable)
the eligibility of others on whose behalf it is contracting hereunder to
purchase the Shares under applicable securities legislation. The Subscriber
further agrees that by accepting delivery of the certificates representing the
Shares on the Closing Date, it will be representing and warranting that the
representations and warranties contained herein are true and correct as at the
Closing Date with the same force and effect as if they had been made by the
Subscriber at the Closing Date and that they will survive the purchase by the
Subscriber of the Shares and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Shares.


9.                      
Resale Restrictions 

9.1                    
The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee as set forth in paragraph 6 of this
Subscription Agreement. The Shares may not be offered or sold in the United
States unless registered in accordance with federal securities laws and all
applicable state securities laws or exemptions from such registration
requirements are available. 

10.                    
Legending and Registration of Subject Securities 

10.1                   The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Shares will bear a
legend in substantially the following form: 

7





- 8 - 


  
    
      “NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
        SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES
        HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
        AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS,
        AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES
        OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
        PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
        REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
        WITH APPLICABLE STATE SECURITIES LAWS.” 

    

  



10.2                  
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement. 

11.                    
Costs 

11.1                  
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Shares shall be
borne by the Subscriber. 

12.                    
Governing Law 

12.1                   This
Subscription Agreement is governed by the laws of the Province of British
Columbia and the federal laws of the Canada applicable herein. The Subscriber,
in its personal or corporate capacity and, if applicable, on behalf of each
beneficial purchaser for whom it is acting, irrevocably attorns to the
jurisdiction of the Province of British Columbia. 

13.                    
Survival 

13.1                   This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant hereto. 

14.                    
Assignment 

14.1                  
This Subscription Agreement is not transferable or assignable. 

15.                    
Execution 

15.1                  
The Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Subscription Agreement and acceptance by the Company of
such facsimile copy shall be equally effective to create a valid and binding
agreement between the Subscriber and the Company in accordance with the terms
hereof. 

16.                    
Severability 

16.1                   The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement. 

17.                    
Entire Agreement 

17.1                   Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else. 

8




- 9 - 

18.                    
Notices 

18.1                   All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 2 and notices to the Company shall be directed to it at the first page of
this Subscription Agreement. 

19.                    
Counterparts 

19.1                   This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. 

9




APPENDIX 1


PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Shares of
Cheetah Oil & Gas Ltd. (the “Company”). The purpose of this Questionnaire is
to assure the Company that each Subscriber will meet the standards imposed by
the 1933 Act and the appropriate exemptions of applicable state securities laws.
The Company will rely on the information contained in this Questionnaire for the
purposes of such determination. The Shares will not be registered under the 1933
Act in reliance upon the exemption from registration afforded by Section 3(b)
and/or Section 4(6) of the 1933 Act. This Questionnaire is not an offer of
Shares or any other securities of the Company in any state other than those
specifically authorized by the Company. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Shares hereunder. 

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies) 


	_________	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000;
    

	 	  	
      

	_________	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000; 

	 	  	
      

	_________	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; 

	 	  	
      

	_________	Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) 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 (United States); a plan with total
      assets in excess of $5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose investment decisions
      are made by a plan fiduciary, as defined in









- 2 - 


	 		
      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, whose investment decisions are
      made solely by persons that are accredited investors; 

	 	  	
      

	_________	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 

	 	  	
      

	_________ 	Category 6 	
      A director or executive officer of the Company;


	 	  	
      

	_________	Category 7 	
      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 as described in Rule 506(b)(2)(ii)
      under the 1933 Act; 

	 	  	
      

	_________	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories;





Note that prospective Subscribers
claiming to satisfy one of the above categories of Accredited Investor may be
required to supply the Company with a balance sheet, prior years’ federal income
tax returns or other appropriate documentation to verify and substantiate the
Subscriber’s status as an Accredited Investor. 

If the Subscriber is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity:

 

The Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______ day of Oct, 2009. 


	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	  	 	  
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No.




2




- 3 -


APPENDIX 2


BRITISH COLUMBIA AND/OR NON-US PERSON QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 ("NI
45-106"). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. 

The Subscriber covenants, represents and warrants to the
Company that: 

	 	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions;

	 	 	 	 
	 	2. 	
      the Subscriber is (tick one or more of the following
      boxes):

	 	 	 	 
	 		(A) 	
      a director, executive officer, employee, founder or
      control person of the Company

	 	 	 	 
	 		(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the
      Company

	 	 	 	 
	 		(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company

	 	 	 	 
	 		(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company

	 	 	 	 
	 		(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company

	 	 	 	 
	 		(F) 	
      an accredited investor

	 	 	 	 
	 	3. 	
      if the Subscriber has checked box B, C, D or E in
      paragraph 3 above, the director, executive officer,

	 	 	 	 
	 		
      _______________________________________________________________________________


	 	 	founder or control person of the Company with
      whom the undersigned has the relationship is:
	 	 	 	 
	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with.)

	 	 	 	 
	 	4. 	
      if the Subscriber has ticked box F in Section 2 above,
      the Subscriber satisfies one or more of the categories of "accredited
      investor" (as that term is defined in NI 45-106) indicated below (please
      check the appropriate box):




	 	[  ] 	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada);

	 	 	 
	 	[  ] 	
      (b) the Business Development Bank of Canada incorporated
      under the Business Development Bank Act
(Canada);







- 4 -


	 	[  ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary;

	 	 	 
	 	[  ] 	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland);

	 	 	 
	 	[  ] 	
      (e) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (d);

	 	 	 
	 	[  ] 	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;

	 	 	 
	 	[  ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec;

	 	 	 
	 	[  ] 	
      (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof;

	 	 	 
	 	[  ] 	
      (i) a pension fund that is regulated by either the Office
      of the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;

	 	 	 
	 	[  ] 	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;

	 	 	 
	 	[  ] 	
      (k) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;

	 	 	 
	 	[  ] 	
      (l) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;

	 	 	 
	 	[  ] 	
      (m) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements;

	 	 	 
	 	[  ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;

	 	 	 
	 	[  ] 	
      (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt;

	 	 	 
	 	[  ] 	
      (p) a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be;



4





- 5 -


	 	[   ] 	
      (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund;

	 	 	 
	 	[   ] 	
      (r) a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;

	 	 	 
	 	[   ] 	
      (s) an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function;

	 	 	 
	 	[   ] 	
      (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors;

	 	 	 
	 	[   ] 	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or

	 	 	 
	 	[   ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;



The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Shares under relevant legislation. 

                          
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
________ day of October, 2009. 

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	 	 	 
	  	 	Type of Entity 


5





- 6 - 

APPENDIX 3 

Wire Instructions

Wiring US funds only: 

USD Trust Account: 

Destination Bank: HSBC Bank Swift Code HKBC CATT 

885 West Georgia Street, Vancouver, BC 

Beneficiary: W.L. MacDonald Law Corporation 

1210 - 777 Hornby Street, Vancouver, BC 

Branch/Transit: 10270 

Account: 242872 096 

Reference: Cheetah Oil & Gas Ltd.