THE SECURITIES REPRESENTED BY
THIS INSTRUMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”) OR ANY STATE SECURITIES LAW, IN RELIANCE
UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT. ANY
SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL
BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS
UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY
INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE
EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING
THE SECURITY AND THAT REGISTRATION IS NOT REQUIRED.
CLEARVIEW ACQUISITIONS, INC.
a Nevada Corporation
9% CONVERTIBLE NOTE
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$______
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______ ___, 2008
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Note No.: ___________
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Clearview
Acquisitions, Inc., a Nevada corporation (the
“Company”), for value received, hereby promises to pay
to ________ (the “Holder”), or registered assigns, the
principal sum of ______ ($______) plus all accrued but unpaid
interest on January 2, 2010 (the “Maturity Date”).
Interest shall be computed on the basis of a 365-day year from the
date hereof on the unpaid balance of such principal amount from
time to time outstanding at the rate of nine percent (9%) per
annum, such interest to be due and payable in full on the Maturity
Date.
This
9% Convertible Note (this “Note”) is issued pursuant to
an offering by the Company of a series of 9% convertible notes
(collectively, the “Notes”) in an aggregate principal
amount not to exceed Five Hundred Thousand ($500,000) Dollars in a
transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Act”). Said
offering is pursuant to the terms of a subscription agreement
between the Company, the Holder and certain other holders (the
“Other Holders”) of the Notes, dated of even date
herewith (the “Subscription Agreement”), and shall be
governed by the terms of such Subscription Agreement. Unless
otherwise separately defined herein, all capitalized terms used in
this Note shall have the same meaning as is set forth in the
Subscription Agreement.
This
Note may be prepaid in whole or in part at any time and from time
to time without prepayment charge or penalty. Simultaneously with
any prepayment of principal, there must also be paid all interest
accrued on the amount of principal so prepaid and all other sums
then due hereunder or under any instrument, document or other
writing now or hereafter securing or pertaining to this
Note.
In
case one or more of the following events (each, an “Event of
Default”) (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or
o
