Exhibit 4.2
VOID AFTER 5:00 P.M. ON ________________, 2005
CREST VIEW INC.
WARRANT CERTIFICATE CUSIP ________
No. CVWA-___ _______
Class A Redeemable Common
Stock Purchase Warrants
THIS CERTIFIES THAT, FOR VALUE RECEIVED,
or registered assigns (the "Registered Holder") is the owner of the number of
Class A Redeemable Common Stock Purchase Warrants (each, a "Warrant") specified
above. Each Warrant initially entitles the Registered Holder to purchase,
subject to the terms and conditions set forth in this Certificate and the
Warrant Agreement (as hereinafter defined), (a) one duly authorized, validly
issued, fully paid and non-assessable share of the common stock, par value $.001
per share ("Common Stock"), of the Crest View Inc., a Nevada corporation (the
"Company") and (b) one Class B redeemable common stock purchase warrant (each, a
"Class B Warrant") of the Company, at any time from ______________, 2001 (the
"Initial Warrant Exercise Date") and prior to the Expiration Time (as
hereinafter defined) upon the presentation and surrender of this Warrant
Certificate, with the Exercise Form on the reverse hereof duly completed, dated
and executed, at the corporate office of Pacific Stock Transfer Company, as
Warrant Agent, or its successor (the "Warrant Agent"), accompanied by payment of
$6.00 per Warrant (subject to adjustment) (the "Exercise Price") in lawful money
of the United States of America in cash or by certified or bank check made
payable to the Company.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agent Agreement, dated as of _______________, 2001 (the
"Warrant Agreement"), among the Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Exercise Price and the number of shares of Common Stock, but not
the number of Class B Warrants, subject to purchase upon the exercise of each
Warrant represented hereby are subject to modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares or Class B Warrants will be issued.
In the case of the exercise of less than all the Warrants represented hereby,
the Company shall cancel this Warrant Certificate upon due surrender and shall
execute and deliver a new Warrant Certificate or Warrant Certificates of like
tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Expiration Date" shall mean 5:00 p.m., Henderson, Nevada time, on
__________, 2005; provided, that if such date is not a business day, it shall
mean 5:00 p.m., Henderson, Nevada time, on the next following business day. For
purposes hereof, the term "business day" shall mean any day other than a
Saturday, Sunday or a day on which the New York Stock Exchange is closed.
The Company shall not be obligated to deliver any securities pursuant to
the exercise of the Warrants represented hereby unless at the time of exercise
there has been filed with the United States Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended (the "Act"),
covering the securities issuable upon exercise of the Warrants represented
hereby and such registration statement has been declared and is then effective
and current, and such securities have been registered or qualified or be exempt
under the securities laws of the state or other jurisdiction of residence of the
Registered Holder and the exercise of the Warrants represented hereby in any
such state or other jurisdiction shall not otherwise be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing
an equal aggregate number of Warrants, each of such new Warrant Certificate(s)
to represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon the presentment and payment of any
tax or other charge imposed in connection therewith or incident thereto for
registration of transfer of this Warrant Certificate at such office, a new
Warrant Certificate or Warrant Certificates representing an equal aggregate
number of Warrants will be issued to the transferee in exchange therefor,
subject to the limitations provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder, as such, shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.
Subject to the provisions of the Warrant Agreement, the Warrants may be
redeemed at the option of the Company, at a redemption price of $.001 per
Warrant, at any time commencing on the Initial Warrant Exercise Date and
terminating at the Expiration Time. Notice of redemption (the "Notice of
Redemption") shall be given by the Company no less than 30 days before the date
fixed for redemption, all as provided in the Warrant Agreement. On and after the
date fixed for redemption, the Registered Holder shall have no right with
respect to this Warrant except to receive the $.001 per Warrant upon surrender
of this Certificate.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Warrant represented hereby (notwithstanding any
notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary, except as provided in the
Warrant Agreement.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Nevada without regard to the conflicts of law
principles thereof.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated: _________ ___, _______
[SEAL]
____________________________ __________________________________
President Secretary
COUNTERSIGNED AND REGISTERED:
Pacific Stock Transfer Company
Warrant Agent and Registrar
________________________________________
Authorized Officer
EXERCISE FORM
The undersigned Registered Holder hereby irrevocably elects to exercise
_________ Warrants represented by this Warrant Certificate, and to purchase the
securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued as follows:
(Please type or print in block letters)
Name: ______________________________________________________
Taxpayer Identification
Number: ______________________________________________________
Address: ______________________________________________________
______________________________________________________
______________________________________________________
Signature: ______________________________________________________
Dated: ______________________________________________________
Signature
Guaranteed: ______________________________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Registered Owner hereby
sells, assigns and transfers unto:
(Please type or print in block letters)
Name: ______________________________________________________
Taxpayer
Identification
Number: ______________________________________________________
Address: ______________________________________________________
______________________________________________________
______________________________________________________
the Warrants represented by this Warrant Certificate to the extent of
________________ Warrants and does hereby irrevocably constitute and appoint
___________________________ Attorney-in-Fact, to transfer the same on the books
of the Company with full power of substitution in the premises.
Signature: ______________________________________________________
Dated: ______________________________________________________
Signature
Guarantee: ______________________________________________________
THE SIGNATURE TO THE EXERCISE FORM AND/OR ASSIGNMENT MUST CORRESPOND TO THE NAME
AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULARITY,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
GUARANTEED BY A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER
ENTITY WHICH MEETS THE DEFINITION OF AN "ELIGIBLE GUARANTEE INSTITUTION"
CONTAINED IN RULE 17Ad-15(a)(2) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.