THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR WITHOUT AN EXEMPTION THEREFROM OR AN OPINION OF
COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 19333, AS
AMENDED
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December __, 2008
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_______ WARRANTS
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CLEARVIEW ACQUISITIONS, INC.
This
Warrant Certificate certifies that _____________ (the “
Warrantholder ”), is the registered holder of _______
Warrants (the “ Warrants ”) to purchase shares
(the “ Warrant Share s”) of Common Stock of
Clearview Acquisitions, Inc., a Nevada corporation (the “
Company ”). Each Warrant entitles the holder, subject
to the satisfaction of the conditions to exercise set forth herein,
to purchase from the Company at any time or from time to time on
and after the date hereof (the “ Warrant Commencement
Date ”) and terminate on or prior to 5:00 p.m., Eastern
time, on December __, 2010 (the “ Warrant Expiration
Date ”) one fully paid and nonassessable Warrant Share at
an exercise price of $0.75 per Warrant Share (the “
Exercise Price ”). The number of Warrant Shares for
which each Warrant is exercisable and the Exercise Price are
subject to adjustment as provided herein.
Warrants
may be exercised, in whole or in part (but not as to any fractional
part of a Warrant), at any time or from time to time on and after
the Warrant Commencement Date and on or prior to 5:00 p.m., Eastern
time, on the Warrant Expiration Date.
In
order to exercise any Warrant, Warrantholder shall deliver to the
Company at its office the following: (i) a written notice in
the form of the Election to Purchase appearing at the end of the
form of Warrant Certificate of such Warrantholder’s election
to exercise the Warrants, which notice shall specify the number of
such Warrantholder’s Warrants being exercised; (ii)
representations to the Company regarding the Warrant Shares in form
and substance satisfactory to the Company; (iii) this Warrant
Certificate and (iv) payment of the aggregate Exercise Price.
Payment of the Exercise Price with respect to Warrants being
exercised hereunder shall be made by the payment to the Company, in
cash, by check or wire transfer, of an amount equal to the Exercise
Price multiplied by the number of Warrants then being exercised.
Upon receipt thereof, the Company shall, as promptly as
practicable, execute and deliver or cause to be executed and
delivered, to or upon the written order of Warrantholder, and in
the name of Warrantholder or Warrantholder’s designee, a
stock certificate or stock certificates representing the number of
Warrant Shares to be issued on exercise of the Warrant(s). If the
Warrant Shares shall in accordance with the terms thereof have
become automatically convertible into shares of the Company’s
Common Stock prior to the time a Warrant is exercised, the Company
shall in lieu of issuing shares of Common Stock, issue to the
Warrantholder or its designee on exercise of such Warrant, a stock
certificate or stock certificates representing the number of shares
of Common Stock into which the Warrant Shares issuable on exercise
of such Warrant are convertible. The certificates issued to
Warrantholder or its designee shall bear any restrictive legend
required under applicable law, rule or regulation. The stock
certificate or certificates so delivered shall be registered in the
name of Warrantholder or such other name as shall be designated in
said notice. A Warrant shall be deemed to have been exercised and
such stock certificate or stock certificates shall be deemed to
have been issued, and such holder or any other person so designated
to be named therein shall be deemed to have become a
holder of record of such shares
for all purposes, as of the date that such notice, together with
payment of the aggregate Exercise Price and the Warrant Certificate
or Warrant Certificates evidencing the Warrants to be exercised, is
received by the Company as aforesaid. If the Warrants evidenced by
any Warrant Certificate are exercised in part, the Company shall,
at the time of delivery of the stock certificates, deliver to the
holder thereof a new Warrant Certificate evidencing the Warrants
that were not exercised or surrendered, which shall in all respects
(other than as to the number of Warrants evidenced thereby) be
identical to the Warrant Certificate being exercised. Any Warrant
Certificates surrendered upon exercise of Warrants shall be
canceled by the Company.
&nbs
