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To:
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CLEARVIEW ACQUISITIONS,
INC.
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415 Madision Avenue
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15 th
Floor,
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New York, New York
10017
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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:
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“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.”
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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
o