To:

	
CLEARVIEW ACQUISITIONS, INC.


	
 

	
415 Madision Avenue


	
 

	
15th Floor, 


	
 

	
New York, New York 10017





CLEARVIEW
ACQUISITIONS, INC.

REGULATION S SUBSCRIPTION AGREEMENT

AND INVESTMENT REPRESENTATION


SECTION 1.


1.1          Subscription.



               (a)          The
undersigned, intending to be legally bound, hereby irrevocably subscribes for
and agrees to purchase ____________ shares (the “Shares”) of the common stock
(the “Common Stock”) of Clearview Acquisitions, Inc., formerly known as Black
Sea Oil, Inc., a Nevada corporation (the “Company”) in a transaction exempt
from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”). The undersigned understands that the Shares are being
sold in connection with an offering by the Company of an aggregate of up to
20,100,000 post split shares of Common Stock for total proceeds of up to
$20,100.


1.2          Purchase
of Shares.


               The
undersigned understands and acknowledges that the purchase price to be remitted
to the Company in exchange for the Shares shall be ____________ dollars
($______) or $0.001 per Share. The Company shall deliver the Shares to the
undersigned promptly after the acceptance of this Subscription Agreement by the
Company.


1.3          Acceptance
or Rejection.


               (a)          The
undersigned understands and agrees that the Company reserves the right to
reject this subscription for the Shares if, in its reasonable judgment, it
deems such action in the best interest of the Company, at any time prior to the
Closing, notwithstanding prior receipt by the undersigned of notice of
acceptance of the undersigned’s subscription.


               (b)          The
undersigned understands and agrees that its subscription for the Shares is
irrevocable.


               (c)          In
the event the sale of the Shares subscribed for by the undersigned is not
consummated by the Company for any reason (in which event this Subscription
Agreement shall be deemed to be rejected), this Subscription Agreement and any
other agreement entered into between the undersigned 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 undersigned the purchase
price remitted to the Company by the undersigned, without interest thereon or
deduction therefrom, in exchange for the Shares.






SECTION 2.


2.1          Closing.
The closing (the “Closing”) of the purchase and sale of the Shares, shall occur
simultaneously with the acceptance by the Company of the undersigned’s
subscription, as evidenced by the Company’s execution of this Subscription
Agreement.


SECTION 3.


3.1          Investor
Representations and Warranties. The undersigned hereby acknowledges,
represents and warrants to, and agrees with, the Company and its affiliates as
follows:


               (a)          Investment
Purposes. The undersigned is acquiring the Shares for his own account as
principal, not as a nominee or agent, 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 or any portion thereof. Further, the undersigned does
not have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any third person,
with respect to the Shares for which the undersigned is subscribing or any part
of the Shares.


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


               (c)          No
General Solicitation. The undersigned is not subscribing for the Shares as
a result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or presented at any seminar or meeting, or
any solicitation of a subscription by person previously not known to the
undersigned in connection with investment securities generally.


               (d)          No
Obligation to Register Shares. The undersigned understands that the Company
is under no obligation to register the Shares under the Securities Act, or to
assist the undersigned in complying with the Securities Act or the securities
laws of any state of the United States or of any foreign jurisdiction.


               (e)          Investment
Experience. The undersigned is (i) experienced in making investments of the
kind described in this Agreement, (ii) able, by reason of the business and
financial experience of its officers (if an entity) and professional advisors
(who are not affiliated with or compensated in any way by the Company or any of
its affiliates or selling agents), to protect its own interests in connection
with the transactions described in this Agreement, and (iii) able to afford the
entire loss of its investment in the Shares.


               (f)          Exemption
from Registration. The undersigned acknowledges his understanding that the
offering and sale of the Shares is intended to be exempt from registration under
the Securities Act. In furtherance thereof, in addition to the other
representations and warranties of






the undersigned made
herein, the undersigned further represents and warrants to and agrees with the
Company and its affiliates as follows:


                              (1)          The
undersigned realizes that the basis for the exemption may not be present if,
notwithstanding such representations, the undersigned has in mind merely
acquiring the Shares for a fixed or determinable period in the future, or for a
market rise, or for sale if the market does not rise. The undersigned does not
have any such intention;


                              (2)          The
undersigned has the financial ability to bear the economic risk of his
investment, has adequate means for providing for his current needs and personal
contingencies and has no need for liquidity with respect to his investment in
the Company; and


                              (3)          The
undersigned has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of the prospective
investment in the Shares. The undersigned also represents it has not been
organized for the purpose of acquiring the Shares; and


                              (4)          The
undersigned has been provided an opportunity for a reasonable period of time
prior to the date hereof to obtain additional information concerning the
offering of the Shares, the Company and all other information to the extent the
Company possesses such information or can acquire it without unreasonable
effort or expense.


               (g)          Economic
Considerations. The undersigned is not relying on the Company, or its
affiliates or agents with respect to economic considerations involved in this
investment. The undersigned has relied solely on its own advisors.


               (h)          No
Other Company Representations. No representations or warranties have been
made to the undersigned by the Company, or any officer, employee, agent,
affiliate or subsidiary of the Company, other than the representations of the
Company contained herein, and in subscribing for Shares the undersigned is not
relying upon any representations other than those contained herein. 


               (i)          Restrictive
Legends. Each certificate representing the Shares shall be endorsed with
the following legend, in addition to any other legend required to be placed
thereon by applicable federal or state securities laws:


	
 

	
 

	
 


	
 

	
“THESE SECURITIES HAVE
 NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY
 NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
 REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
 ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
 REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID
 EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.”

	
 












The undersigned consents
to the Company making a notation on its records or giving instructions to any
transfer agent of the Company in order to implement the restrictions on
transfer of the Shares set forth in this Section.


               (j)          Accredited
Investor. The undersigned is an “accredited investor” as that term is
defined in Rule 501 of the General Rules and Regulations under the Securities
Act by reason of Rule 501(a)(3).


               (k)          Rule 144.
From time to time, the undersigned may be eligible to sell all or some of the
Shares by means of ordinary brokerage transactions in the open market pursuant
to Rule 144, promulgated under the Securities Act, subject to certain
limitations. The undersigned understands and acknowledges that pursuant to
Rule 144, after satisfying a six month holding period: (i) the undersigned
may (if affiliated), under certain circumstances, sell within any three month
period a number of shares which does not exceed the greater of 1% of the then
outstanding Shares and (ii) the undersigned may (if non-affiliated) may
sell without such limitations, provided the Company is current in its public
reporting obligations. Rule 144 also permits the sale of shares by
non-affiliates that have satisfied a one year holding period without any
limitation or restriction. The undersigned further understands and acknowledges
that because the Company is a shell company, the undersigned may not sell the
Shares under Rule 144 unless the following conditions are met:
(1) the Company has ceased to be a shell company, (2) the Company is
subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), (3) the
Company has filed all reports and other materials required to be filed by
Section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months, other than Form 8-K reports, and (4) one year
has elapsed since the Company has filed current “Form 10 information” with
the Securities and Exchange Commission (the “SEC”) reflecting its status as an
entity that is no longer a shell company. 


               (l)          Potential
Loss of Investment; Risk Factors. The undersigned understands that an
investment in the Shares is a speculative investment which involves a high
degree of risk and the potential loss of his entire investment. The undersigned understands
that the following factors, among others, could cause the loss of any or all of
his investment. 


                             (1)          The
Company is a development stage company with no operating history for the
undersigned to evaluate its business. The Company was incorporated in the State
of Nevada in January 2006, and as a result is only in the very early stages of
development. Because the Company has no operating history, it is difficult to
evaluate its business and future prospects. The undersigned has also considered
the uncertainties and difficulties frequently encountered by companies, such as
the Company, in their early stages of development. The Company’s revenue and
income potential is unproven and its business model is still emerging. If its
business model does not prove to be profitable, the undersigned may lose all of
his investment.


                             (2)          The
Company currently does not have enough working capital to satisfy its capital
needs. The Company is dependent upon its management team to fund its ongoing






operations, and cannot be
certain that future financing will be available to it on acceptable terms when
it needs it. The Company can give no assurances that it will be able to sell
any portion of this offering or that management will continue to fund its
ongoing operations. This, along with the possibility of other factors and
circumstances the Company cannot predict, may require it to seek additional
financing faster than anticipated. If the Company is unable to obtain financing
to meet its needs, the undersigned may lose of his investment. 


                              (3)          The
Company’s officers and directors will only devote a limited amount of time to
the Company. Their divided interests may hinder the Company’s ability to
generate revenue. This could result in missed business opportunities and
worse-than-expected operating results. The undersigned may lose his entire
investment.


                              (4)          Management
has never operated in the industry in which it intends to operate. This lack of
experience may result in the Company’s needing to employ outside experts that
have such experience. The additional cost could result in a net operating loss
and, ultimately, could result in the Company’s failure. Management’s
inexperience may limit the Company’s ability to generate revenues. The Company
may never achieve successful operations, and the undersigned may lose his
entire investment.


               (m)         Investment
Commitment. The undersigned’s overall commitment to investments which are
not readily marketable is not disproportionate to the undersigned’s net worth,
and an investment in the Shares will not cause such overall commitment to
become excessive.


               (n)          Receipt
of Information. The undersigned has received all documents, records, books
and other information pertaining to the undersigned’s investment in the Company
that has been requested by the undersigned. 


               (o)          Investor
Questionnaire. The undersigned represents and warrants to the Company that
all information that the undersigned has provided to the Company, including,
without limitation, the information in the Investor Questionnaire attached
hereto or previously provided to the Company (the “Investor Questionnaire”), is
correct and complete as of the date hereof.


               (p)          No
Reliance. Other than as set forth herein, the undersigned is not relying
upon any other information, representation or warranty by the Company or any
officer, director, stockholder, agent or representative of the Company in
determining to invest in the Shares. The undersigned has consulted, to the
extent deemed appropriate by the undersigned, with the undersigned’s own advisers
as to the financial, tax, legal and related matters concerning an investment in
the Shares and on that basis believes that his or its investment in the Shares
is suitable and appropriate for the undersigned.


               (q)          No
Governmental Review. The undersigned is aware that no federal or state
agency has (i) made any finding or determination as to the fairness of this
investment, (ii) made any recommendation or endorsement of the Shares or the
Company, or (iii) guaranteed or insured any investment in the Shares or any
investment made by the Company.






               (r)          Price
of Shares. The undersigned understands that the price of the Shares offered
hereby bear no relation to the assets, book value or net worth of the Company
and were determined arbitrarily by the Company. The undersigned further
understands that there is a substantial risk of further dilution on his or its
investment in the Company.


SECTION 4.


4.1          Company’s
Representations and Warranties. The Company represents and warrants to the
undersigned as follows:


               (a)          Organization
of the Company. The Company is a corporation duly organized and validly
existing and in good standing under the laws of the State of Nevada.


               (b)          Authority.
(i) The Company has the requisite corporate power and authority to enter into
and perform its obligations under this Agreement and to issue the Shares; (ii)
the execution and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or stockholders is
required; and (iii) this Agreement has been duly executed and delivered by the
Company and constitutes a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights
and remedies or by other equitable principles of general application.


               (c)          SEC
Documents. To the best of Company’s knowledge, the
Company has not provided to the undersigned any information that, according to
applicable law, rule or regulation, should have been disclosed publicly prior
to the date hereof by the Company, but which has not been so disclosed. As of
their respective dates, the SEC Documents complied in all material respects
with the requirements of the Securities Act or the Exchange Act, as the case
may be, and other federal, state and local laws, rules and regulations
applicable to such SEC Documents, and none of the SEC Documents contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC
Documents comply as to form and substance in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC or other applicable rules and regulations with respect thereto. Such
financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
(except (a) as may be otherwise indicated in such financial statements or the
notes thereto or (b) in the case of unaudited interim statements, to the extent
they may not include footnotes or may be condensed or summary statements) and
fairly present in all material respects the financial position of the Company
as of the dates thereof and the results of operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments).






               (d)          Exemption
from Registration; Valid Issuances. The sale and issuance of the Shares, in
accordance with the terms and on the bases of the representations and
warranties of the undersigned set forth herein, may and shall be properly
issued by the Company to the undersigned pursuant to any applicable federal or
state law. When issued and paid for as herein provided, the Shares shall be
duly and validly issued, fully paid, and nonassessable. Neither the sales of
the Shares pursuant to, nor the Company’s performance of its obligations under,
this Agreement shall (i) result in the creation or imposition of any liens,
charges, claims or other encumbrances upon the Shares or any of the assets of
the Company, or (ii) entitle the other holders of the Common Stock of the
Company to preemptive or other rights to subscribe to or acquire the Common
Stock or other securities of the Company. The Shares shall not subject the
undersigned to personal liability by reason of the ownership thereof. 


               (e)          No
General Solicitation or Advertising in Regard to this Transaction. Neither
the Company nor any of its affiliates nor any person acting on its or their
behalf (i) has conducted or will conduct any general solicitation (as that term
is used in Rule 502(c) of Regulation D) or general advertising with respect to
any of the Shares, or (ii) made any offers or sales of any security or
solicited any offers to buy any security under any circumstances that would
require registration of the Common Stock under the Securities Act.


SECTION 5.


5.1          Indemnity.
The undersigned agrees to indemnify and hold harmless the Company, its officers
and directors, employees and its affiliates and their respective successors and
assigns and each other person, if any, who controls any thereof, against any
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection
with this transaction.


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


5.3          Notices.
Any notice, demand or other communication which any party hereto may be
required, or may elect, to give to anyone interested hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a United States mail
letter box, registered or certified mail, return receipt requested, addressed
to such address as may be given herein, or (b) delivered personally at such
address.


5.4          Counterparts.
This Agreement may be executed through the use of separate signature pages or
in any number of counterparts and by facsimile, and each of such counterparts
shall, for all purposes, constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same counterpart.
Signatures may be facsimiles.






5.5          Binding
Effect. Except as otherwise provided herein, this Agreement shall be
binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and assigns. If
the undersigned is more than one person, the obligation of the undersigned
shall be joint and several and the agreements, representations, warranties and
acknowledgments herein contained shall be deemed to be made by and be binding
upon each such person and his heirs, executors, administrators and successors.


5.6          Entire
Agreement. This Agreement and the documents referenced herein contain the
entire agreement of the parties and there are no representations, covenants or
other agreements except as stated or referred to herein and therein.


5.7          Assignability.
This Agreement is not transferable or assignable by the undersigned.


5.8          Applicable
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.


5.9          Pronouns.
The use herein of the masculine pronouns “him” or “his” or similar terms shall
be deemed to include the feminine and neuter genders as well and the use herein
of the singular pronoun shall be deemed to include the plural as well.


5.10        Further
Assurances. Upon request from time to time, the undersigned shall execute
and deliver all documents, take all rightful oaths and do all other acts that
may be necessary or desirable, in the reasonable opinion of the Company or its
counsel, to effect the subscription for the Shares in accordance herewith.






          IN
WITNESS WHEREOF, the undersigned has executed this Agreement on the ____ day of
________________, 2008.


	
 

	
 


	
Amount of Investment:

	
 


	
 

	
 


	
$______________________

	
 


	
 

	
 


	
INDIVIDUAL INVESTOR:

	
 


	
 

	
 


	


	
 


	
Name:

	
 








	
 

	
 

	
 

	
 


	
PARTNERSHIP, CORPORATION, TRUST,


	
CUSTODIAL ACCOUNT, OTHER INVESTOR


	
 


	



	
(Name of Entity)

	
 


	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	


	
 

	
 


	
Name:

	
 

	
 


	
Title:

	
 

	
 


	
Address:

	
 

	
 


	
 

	
 

	
 

	
 


	
Taxpayer Identification Number: _________________












ACCEPTANCE OF
SUBSCRIPTION


(to be filed out only
by the Company)


The Company hereby
accepts the above application for subscription for Shares on behalf of the
Company.


	
 

	
 

	
 

	
 

	
 


	
Dated: November ___, 2008

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
CLEARVIEW ACQUISITIONS, INC.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Name:

	
Tatiana Mikitchuk


	
 

	
 

	
Title:

	
President and Chief Executive Officer












CLEARVIEW
ACQUISITIONS, INC.


INVESTOR
QUESTIONNAIRE


	
 

	
 

	
 

	
 


	
A.

	
General Information

	
 

	
 


	
 

	
 

	
 

	
 


	
1.

	
Print Full Name of Investor:

	
 

	
Individual:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
First, Middle, Last


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Partnership, Corporation, Trust, Custodial Account,
 Other:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name of Entity


	
 

	
 

	
 

	
 


	
2.

	
Address for Notices:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	



	
 

	
 

	
 

	



	
 

	
 

	
 

	



	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
3.

	
Name of Primary Contact Person:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
Title:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
4.

	
Telephone Number:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
5.

	
E-Mail Address:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
6.

	
Facsimile Number:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
7.

	
Permanent Address:
(if different from Address for Notices above)



	
 

	



	
 

	
 

	













	
 

	
 

	
 

	
 


	
8.

	
Authorized Signatory:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
Title:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
Telephone Number:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
 

	
Facsimile Number:

	
 

	
 


	
 

	
 

	
 

	






B.          Accredited Investor Status


The Investor represents and warrants that the Investor
is an “accredited investor” within the meaning of Rule 501 of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”), and has
checked the box or boxes below which are next to the categories under which the
Investor qualifies as an accredited investor:


	
 

	
 

	
 


	
FOR INDIVIDUALS:

	
 


	
 

	
 

	
 


	
o

	
A natural person with
 individual net worth (or joint net worth with spouse) in excess of $1
 million. For purposes of this item, “net worth” means the excess of total
 assets at fair market value, including home, home furnishings and automobiles
 (and including property owned by a spouse), over total liabilities.

	
 


	
 

	
 

	
 


	
o

	
A natural person with
 individual income (without including any income of the Investor’s spouse) in
 excess of $200,000, or joint income with spouse of $300,000, in each of the
 two most recent years and who reasonably expects to reach the same income
 level in the current year.

	
 


	
 

	
 

	
 


	
FOR ENTITIES:

	
 


	
 

	
 

	
 


	
o

	
A bank as defined in
 Section 3(a)(2) of the Securities Act or any savings and loan association or
 other institution as defined in Section 3(a)(5)(A) of the Securities Act,
 whether acting in its individual or fiduciary capacity.

	
 


	
 

	
 

	
 


	
o

	
An insurance company as
 defined in Section 2(13) of the Securities Act.

	
 


	
 

	
 

	
 


	
o

	
A broker-dealer
 registered pursuant to Section 15 of the Securities Exchange Act of 1934.

	
 


	
 

	
 

	
 


	
o

	
An investment company
 registered under the Investment Company Act of 1940, as amended (the
 “Investment Company Act”). If an Investor has checked this box, please
 contact David Lubin, Esq. at (516) 887-8200 for additional information that
 will be required.

	
 












	
 

	
 

	
 


	
o

	
A business development
 company as defined in Section 2(a)(48) of the Investment Company Act.

	
 


	
 

	
 

	
 


	
o

	
A small business
 investment company licensed by the Small Business Administration under
 Section 301(c) or (d) of the Small Business Investment Act of 1958.

	
 


	
 

	
 

	
 


	
o

	
A private business
 development company as defined in Section 202(a)(22) of the Investment
 Advisers Act of 1940. If an Investor has checked this box, please contact
 David Lubin, Esq. at (516) 887-8200 for additional information that will be
 required.

	
 


	
 

	
 

	
 


	
o

	
An organization
 described in Section 501(c)(3) of the Internal Revenue Code, a corporation,
 Massachusetts or similar business trust, or partnership, not formed for the
 specific purpose of acquiring the Shares, with total assets in excess of $5
 million.

	
 


	
 

	
 

	
 


	
o

	
A trust with total
 assets in excess of $5 million not formed for the specific purpose of
 acquiring the Shares, whose purchase is directed by a person with such
 knowledge and experience in financial and business matters as to be capable
 of evaluating the merits and risks of an investment in the Company and the
 purchase of the Shares.

	
 


	
 

	
 

	
 


	
o

	
An employee benefit
 plan within the meaning of ERISA if the decision to invest in 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 if the employee benefit plan has total assets in
 excess of $5 million or, if a self-directed plan, with investment decisions
 made solely by persons that are accredited investors.

	
 


	
 

	
 

	
 


	
o

	
A plan established and
 maintained by a state, its political subdivisions, or any agency or
 instrumentality of a state or its political subdivisions, for the benefit of
 its employees, if the plan has total assets in excess of $5 million.

	
 












	
 

	
 

	
 


	
o

	
An entity, including a
 grantor trust, in which all of the equity owners are accredited investors as
 determined under any of the foregoing paragraphs (for this purpose, a
 beneficiary of a trust is not an equity owner, but the grantor of a grantor
 trust is an equity owner).

	
 





C.         Supplemental
Data for Entities


1.          If
the Investor is not a natural person, furnish the following supplemental data
(natural persons may skip this Section C of the Investor Questionnaire):


Legal form of entity (trust, corporation, partnership,
etc.): _________________________ 


Jurisdiction of organization:
________________________________________________


2.          Was
the Investor organized for the specific purpose of acquiring the Shares?


	
 

	
 


	
o Yes

	
o No





              If
the answer to the above question is “Yes,” please contact David Lubin, Esq. at
(516) 887-8200 for additional information that will be required.


3.          Are
shareholders, partners or other holders of equity or beneficial interest in the
Investor able to decide individually whether to participate, or the extent of
their participation, in the Investor’s investment in the Company (i.e., can
shareholders, partners or other holders of equity or beneficial interest in the
Investor determine whether their capital will form part of the capital invested
by the Investor in the Company)?


	
 

	
 


	
o Yes

	
o No





              If
the answer to the above question is “Yes,” please contact David Lubin, Esq. at
(516) 284-1740 for additional information that will be required.


4(a).       Please
indicate whether or not the Investor is, or is acting on behalf of, (i) an
employee benefit plan within the meaning of Section 3(3) of ERISA, whether
or not such plan is subject to ERISA, or (ii) an entity which is deemed to
hold the assets of any such employee benefit plan pursuant to 29 C.F.R. §
2510.3-101. For example, a plan which is maintained by a foreign corporation,
governmental entity or church, a Keogh plan covering no common-law employees
and an individual retirement account are employee benefit plans within the
meaning of Section 3(3) of ERISA but generally are not subject to ERISA
(collectively, “Non-ERISA Plans”). In general, a foreign or US entity
which is not an operating company and which is not publicly traded or
registered as an investment company under the Investment Company Act of 1940,
as






amended, and in which 25%
or more of the value of any class of equity interest is held by employee
pension or welfare plans (including an entity which is deemed to hold the
assets of any such plan), would be deemed to hold the assets of one or more
employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only
Non-ERISA Plans were invested in such an entity, the entity generally would not
be subject to ERISA. For purposes of determining whether this 25% threshold has
been met or exceeded, the value of any equity interest held by a person (other
than such a plan or entity) who has discretionary authority or control with
respect to the assets of the entity, or any person who provides investment
advice for a fee (direct or indirect) with respect to such assets, or any
affiliate of such a person, is disregarded.


	
 

	
 


	
o Yes

	
o No





4(b).       If
the Investor is, or is acting on behalf of, such an employee benefit plan, or
is an entity deemed to hold the assets of any such plan or plans, please
indicate whether or not the Investor is subject to ERISA.


	
 

	
 


	
o Yes

	
o No





4(c.)       If
the Investor answered “Yes” to question 4.(b) and the Investor is investing the
assets of an insurance company general account, please indicate what percentage
of the Investor’s assets the purchase of the Shares is subject to ERISA.
___________%.


5.           Does
the amount of the Investor’s subscription for the Shares in the Company exceed
40% of the total assets (on a consolidated basis with its subsidiaries) of the
Investor?


	
 

	
 


	
o Yes

	
o No





               If
the question above was answered “Yes,” please contact David Lubin, Esq. at
(516) 887-8200 for additional information that will be required.


6(a).       Is
the Investor a private investment company which is not registered under the
Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7)
thereof?


	
 

	
 


	
o Yes

	
o No





6(b).       If
the question above was answered “Yes,” was the Investor formed prior to April
30, 1996?


	
 

	
 


	
o Yes

	
o No





               If
the questions set forth in (a) and (b) above were both answered “Yes,” please
contact David Lubin, Esq. at (516) 284-1740 for additional information that
will be required.


7(a).       Is
the Investor a grantor trust, a partnership or an S-Corporation for US federal
income tax purposes?






	
 

	
 


	
o Yes

	
o No





7(b).      If
the question above was answered “Yes,” please indicate whether or not:


	
 

	
 


	
 

	
(i) more than 50 percent of the value of the
 ownership interest of any beneficial owner in the Investor is (or may at any
 time during the term of the Company be) attributable to the Investor’s
 (direct or indirect) interest in the Company; or








	
 

	
 


	
o Yes

	
o No








	
 

	
 


	
 

	
(ii) it is a principal purpose of the Investor’s
 participation in the Company to permit the Partnership to satisfy the 100
 partner limitation contained in US Treasury Regulation Section
 1.7704-1(h)(3).








	
 

	
 


	
o Yes

	
o No





             If
either question above was answered “Yes,” please contact David Lubin, Esq. at
(516) 887-8200 for additional information that will be required.


8.          If
the Investor’s tax year ends on a date other than December 31, please indicate
such date below:


	
 

	
 


	
 

	



	
 

	
(Date)





D.         Related
Parties


1.          To
the best of the Investor’s knowledge, does the Investor control, or is the
Investor controlled by or under common control with, any other investor in the
Company?


	
 

	
 


	
o Yes

	
o No





             If
the answer above was answered “Yes”, please identify such related investor(s)
below.


             Name(s)
of related investor(s): _____________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________


2.          Will
any other person or persons have a beneficial interest in the Shares to be
acquired hereunder (other than as a shareholder, partner, or other beneficial
owner of equity interest in the Investor)?


	
 

	
 


	
o Yes

	
o No












              If
either question above was answered “Yes”, please contact David Lubin, Esq. at
(516) 887-8200 for additional information that will be required.


The Investor understands
that the foregoing information will be relied upon by the Company for the
purpose of determining the eligibility of the Investor to purchase the Shares.
The Investor agrees to notify the Company immediately if any representation or
warranty contained in this Subscription Agreement, including this Investor Questionnaire,
becomes untrue at any time. The Investor agrees to provide, if requested, any
additional information that may reasonably be required to substantiate the
Investor’s status as an accredited investor or to otherwise determine the
eligibility of the Investor to purchase the Shares. The Investor agrees to
indemnify and hold harmless the Company and each officer, director,
shareholder, agent and representative of the Company and their respective
affiliates and successors and assigns from and against any loss, damage or
liability due to or arising out of a breach of any representation, warranty or
agreement of the Investor contained herein.


	
 

	
 

	
 

	
 


	
 

	
INDIVIDUAL:

	
 


	
 

	
 

	
 

	
 


	
 

	


	
 


	
 

	
(Signature)

	
 


	
 

	
 

	
 

	
 


	
 

	


	
 


	
 

	
(Print Name)

	
 


	
 

	
 

	
 

	
 


	
 

	
PARTNERSHIP, CORPORATION,

 TRUST, CUSTODIAL ACCOUNT,

 OTHER:

	
 


	
 

	
 

	
 

	
 


	
 

	


	
 


	
 

	
(Name of Entity)

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
(Signature)

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
(Print Name and Title)

	
 












Annex
1


DEFINITION OF
“INVESTMENTS”


The term “investments” means: 


          (1)          Securities,
other than securities of an issuer that controls, is controlled by, or is under
common control with, the Investor that owns such securities, unless the issuer
of such securities is:


                         (i)          An
investment company or a company that would be an investment company but for the
exclusions or exemptions provided by the Investment Company Act, or a commodity
pool; or


                         (ii)         a
Public Company (as defined below);


                         (iii)        A
company with shareholders’ equity of not less than $50 million (determined in
accordance with generally accepted accounting principles) as reflected on the
company’s most recent financial statements, provided that such financial
statements present the information as of a date within 16 months preceding the
date on which the Investor acquires Shares;


          (2)          Real
estate held for investment purposes;


          (3)          Commodity
Shares (as defined below) held for investment purposes;


          (4)          Physical
Commodities (as defined below) held for investment purposes;


          (5)          To
the extent not securities, Financial Contracts (as defined below) entered into
for investment purposes;


          (6)          In
the case of an Investor that is a company that would be an investment company
but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment
Company Act, or a commodity pool, any amounts payable to such Investor pursuant
to a firm agreement or similar binding commitment pursuant to which a person
has agreed to acquire an interest in, or make capital contributions to, the
Investor upon the demand of the Investor; and


          (7)          Cash
and cash equivalents held for investment purposes.


          Real
Estate that is used by the owner or a Related Person (as defined below) of the
owner for personal purposes, or as a place of business, or in connection with
the conduct of the trade or business of such owner or a Related Person of the
owner, will NOT be considered Real Estate held for investment purposes,
provided that real estate owned by an Investor who is engaged primarily in the
business of investing, trading or developing real estate in connection with
such business may be deemed to be held for investment purposes. However, residential
real estate will






not be deemed to be used
for personal purposes if deductions with respect to such real estate are not
disallowed by section 280A of the Internal Revenue Code of 1986, as amended. 


          A
Commodity Interest or Physical Commodity owned, or a Financial Contract entered
into, by the Investor who is engaged primarily in the business of investing,
reinvesting, or trading in Commodity Shares, Physical Commodities or Financial
Contracts in connection with such business may be deemed to be held for
investment purposes.


          “Commodity
Shares” means commodity futures contracts, options on commodity futures
contracts, and options on physical commodities traded on or subject to the
rules of:


                         (i)          Any
contract market designated for trading such transactions under the Commodity
Exchange Act and the rules thereunder; or


                         (ii)         Any
board of trade or exchange outside the United States, as contemplated in Part
30 of the rules under the Commodity Exchange Act.


          “Public
Company” means a company that:


                         (i)          files
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended; or


                         (ii)         has
a class of securities that are listed on a Designated Offshore Securities
Market, as defined by Regulation S of the Securities Act.


          “Financial
Contract” means any arrangement that:


                         (i)          takes
the form of an individually negotiated contract, agreement, or option to buy,
sell, lend, swap, or repurchase, or other similar individually negotiated
transaction commonly entered into by participants in the financial markets;


                         (ii)         is
in respect of securities, commodities, currencies, interest or other rates,
other measures of value, or any other financial or economic interest similar in
purpose or function to any of the foregoing; and


                         (iii)        is
entered into in response to a request from a counter party for a quotation, or
is otherwise entered into and structured to accommodate the objectives of the
counterparty to such arrangement.


          “Physical
Commodities” means any physical commodity with respect to which a Commodity
Interest is traded on a market specified in the definition of Commodity Shares
above.


          “Related
Person” means a person who is related to the Investor as a sibling, spouse or
former spouse, or is a direct lineal descendant or ancestor by birth or
adoption of the Investor, or is a spouse of such descendant or ancestor,
provided that, in the case of a Family Company, a






Related Person includes
any owner of the Family Company and any person who is a Related Person of such
an owner. “Family Company” means a company that is owned directly or indirectly
by or for two or more natural persons who are related as siblings or spouse
(including former spouses), or direct lineal descendants by birth or adoption,
spouses of such persons, the estates of such persons, or foundations,
charitable organizations or trusts established for the benefit of such persons.


          For
purposes of determining the amount of investments owned by a company, there may
be included investments owned by majority-owned subsidiaries of the company and
investments owned by a company (“Parent Company”) of which the company is a
majority-owned subsidiary, or by a majority-owned subsidiary of the company and
other majority-owned subsidiaries of the Parent Company. 


          In
determining whether a natural person is a qualified purchaser, there may be
included in the amount of such person’s investments any investment held jointly
with such person’s spouse, or investments in which such person shares with such
person’s spouse a community property or similar shared ownership interest. In
determining whether spouses who are making a joint investment in the
Partnership are qualified purchasers, there may be included in the amount of
each spouse’s investments any investments owned by the other spouse (whether or
not such investments are held jointly). There shall be deducted from the amount
of any such investments any amounts specified by paragraph 2(a) of Annex 2
incurred by such spouse. 


          In
determining whether a natural person is a qualified purchaser, there may be
included in the amount of such person’s investments any investments held in an
individual retirement account or similar account the investments of which are
directed by and held for the benefit of such person.






Annex
2


VALUATIONS OF
INVESTMENTS


          The
general rule for determining the value of investments in order to ascertain
whether a person is a qualified purchaser is that the value of the aggregate
amount of investments owned and invested on a discretionary basis by such
person shall be their fair market value on the most recent practicable date or
their cost. This general rule is subject to the following provisos:


          (1)          In
the case of Commodity Shares, the amount of investments shall be the value of
the initial margin or option premium deposited in connection with such
Commodity Shares; and


          (2)          In
each case, there shall be deducted from the amount of investments owned by such
person the following amounts:


                         (i)          The
amount of any outstanding indebtedness incurred to acquire the investments
owned by such person.


                         (ii)         A
Family Company, in addition to the amounts specified in paragraph (a) above,
shall have deducted from the value of such Family Company’s investments any
outstanding indebtedness incurred by an owner of the Family Company to acquire
such investments.