Crest View Inc Sample Contracts

Crest View Inc – WARRANT CERTIFICATE CUSIP 226089 12 6 (May 20th, 2002)

EXHIBIT 4.3 VOID AFTER 5:00 P.M. ON FEBRUARY 10, 2007 CREST VIEW INC. WARRANT CERTIFICATE CUSIP 226089 12 6 No. CVWB-___ _______ Class B 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 B 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), one duly authorized, validly issued, fully paid and non-assessable share of the common s

Crest View Inc – WARRANT CERTIFICATE CUSIP 226089 11 8 (May 20th, 2002)

EXHIBIT 4.2 VOID AFTER 5:00 P.M. ON FEBRUARY 10, 2006 CREST VIEW INC. WARRANT CERTIFICATE CUSIP 226089 11 8 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 comm

Crest View Inc – PROMISSORY NOTE (February 7th, 2002)

Exhibit 10.10 PROMISSORY NOTE $268,665.00 Las Vegas, Nevada FOR VALUE RECEIVED, Crest View Inc. (hereinafter referred to as "Maker"), promises to pay to the order of Anthony Conforti (hereinafter referred to as "Holder"), PO Box 4970, Albuquerque, NM 87196, or at such other address as Holder may designate in writing, the principal sum of Two Hundred Sixty Eight Thousand Six Hundred Sixty Five ($268,665.00) until paid, at the rate six percent (6%) per annum. The principal amount of the note shall be due and payable on or before June 30, 2003. Should the amount owing on this note not be paid when due, the entire unpaid principal sum evidenced by this Note will, without notice to the Maker, become due and payable. Maker hereby waives presentment of payment, protect and demand, notice of protest, demand and dishonor and nonpayment of th

Crest View Inc – WARRANT CERTIFICATE CUSIP ________ (January 7th, 2002)

Exhibit 4.3 VOID AFTER 5:00 P.M. ON ________________, 2006 CREST VIEW INC. WARRANT CERTIFICATE CUSIP ________ No. CVWB-___ _______ Class B 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 B 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), one duly authorized, validly issued, fully paid and non-assessable

Crest View Inc – STOCK PURCHASE AGREEMENT (January 7th, 2002)

Exhibit 10.9 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement, dated as of September 18, 2001 (this "Agreement"), is by and between Crest View Inc., a Nevada corporation ("Buyer"), and Anthony Conforti, a New Mexico resident ("Seller"). RECITALS: WHEREAS, Seller is the owner of 1,250 shares (the "Shares") of the outstanding stock (the "PGG Stock"), of Plan Grande Group, S.A., a Honduran corporation ("PGG"); WHEREAS, the PGG Stock is the sole authorized and outstanding class of stock of PGG and the Shares represent all of the issued and outstanding shares of PGG Stock, as of the date of this Agreement; WHEREAS, Buyer desires to acquire all of the outstanding ownership interests of any kind of PGG upon the terms and conditions set forth in this Agreement;

Crest View Inc – WARRANT CERTIFICATE (January 7th, 2002)

Exhibit 4.5 NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON STOCK AND WARRANTS, OR ANY OTHER SECURITIES, ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK, ANY WARRANTS, OR ANY OTHER SECURITIES, ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES AND WARRANTS, OR OTHER SECURITIES, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES AND WARRANTS, OR OTHER SECURITIES, TO THE E

Crest View Inc – WARRANT CERTIFICATE CUSIP ________ (January 7th, 2002)

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-ass

Crest View Inc – ESCROW AGREEMENT (January 7th, 2002)

Exhibit 10.1 ESCROW AGREEMENT This Escrow Agreement, dated as of December __, 2001 (this "Agreement"), is by and among Crest View Inc., a Nevada corporation (the "Company"), and Southwest Escrow Company, a Nevada trust company (the "Escrow Agent"). WHEREAS, the Company is offering up to 2.1 million units (each a "Unit"), each Unit consisting of one share of the common stock, par value $.001 per share, of the Company and one-third (1/3) of a Class A Redeemable Common Stock Purchase Warrant, by means of a prospectus, dated December __, 2001 (the "Prospectus"), forming a part of the Registration Statement on Form SB-2, as amended (Registration Number 333-45780), filed by the Company with the United States Securities and Exchange Commission (the "SEC") and declared effective by the SEC on December __, 2001;

Crest View Inc – WARRANT AGENT AGREEMENT (January 7th, 2002)

Exhibit 4.4 WARRANT AGENT AGREEMENT This Warrant Agent Agreement, dated as of ___________, 2001 (this "Agreement"), is by and between Crest View Inc., a Nevada corporation (the "Company"), and Pacific Stock Transfer Company, a Nevada corporation, as warrant agent (in such capacity, the "Warrant Agent"). WHEREAS, the Company proposes to issue and sell to the public up to 2,100,000 units (each, a "Unit"), each Unit consisting of one share of the common stock, par value $.001 per share (the "Common Stock"), of the Company and one-third (1/3) of a Class A Redeemable Common Stock Purchase Warrant (each, a "Class A Warrant"); WHEREAS, each whole Class A Warrant will entitle its registered holder to purchase from the Company one share of Common Stock and one Class B Redeemable Common Stock Purchase Warra

Crest View Inc – PROMISSORY NOTE (January 7th, 2002)

Exhibit 10.10 PROMISSORY NOTE $268,665.00 Las Vegas, Nevada FOR VALUE RECEIVED, Crest View Inc. (hereinafter referred to as "Maker"), promises to pay to the order of Anthony Conforti (hereinafter referred to as "Holder"), PO Box 4970, Albuquerque, NM 87196, or at such other address as Holder may designate in writing, the principal sum of Two Hundred Sixty Eight Thousand Six Hundred Sixty Five ($268,665.00) until paid, at the rate six percent (6%) per annum. The principal amount of the note shall be due and payable on or before September 18, 2002. Should the amount owing on this note not be paid when due, the entire unpaid principal sum evidenced by this Note will, without notice to the Maker, become due and payable. Maker hereby waives presentment of payment, protect and demand, notice of pr

Crest View Inc – PROMISSORY NOTE (September 17th, 2001)

PROMISSORY NOTE $__________________ Las Vegas, Nevada FOR VALUE RECEIVED, Crest View, Inc. (hereinafter referred to as "Maker"), promises to pay to the order of____________________ (hereinafter referred to as "Holder"),_______________________________________ , or at such other address as Holder may designate in writing, the principal sum of __________________________ ($_______________) until paid, at the rate seven percent (7%) per annum. The principal amount of the note shall be due and payable on or before June 30, 2003. Should the amount owing on this note not be paid when due, the entire unpaid principal sum evidenced by this Note will, without notice to the Maker, become due and payable. Maker hereby waives presentment of payment, protect and demand, notice of protest, demand and dishonor and nonpayment of this Note, and consents that the holder may extend the time of payment or otherwise modify the

Crest View Inc – PROMISSORY NOTE (September 17th, 2001)

Exhibit 10.2 FORM OF LENDER PROMISSORY NOTE $__________ Las Vegas, Nevada FOR VALUE RECEIVED, Crest View Inc. (hereinafter referred to as "Maker"), promises to pay to the order of Johnny R. Thomas (hereinafter referred to as "Holder"), 1700 W. Horizon Ridge, Henderson, NV, or at such other address as Holder may designate in writing, the principal sum of _____ Thousand Dollars and No/100 ($_________) until paid, at the rate of six percent (6%) per annum. The principal amount of the note shall be due and payable on or before ______________. Should the amount owing on this note not be paid when due, the entire unpaid principal sum evidenced by this Note will, without notice to the Maker, become due and payable. Maker hereby waives presentment of payment, protect and demand, notice of protest, dem

Crest View Inc – EMPLOYMENT AGREEMENT (September 17th, 2001)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT sets forth the agreement reached the 1st day of July, 2001, by and between John C. Francis (hereinafter referred to as "Employee") and Crest View, Inc., a Nevada Corporation (hereinafter referred to as "Corporation"). WITNESSETH WHEREAS, the Corporation desires to employ the Employee; and WHEREAS, the Employee desires to accept such employment with the Corporation; and WHEREAS, the Employee and the Corporation desire to set forth their employment relationship in a written agreement. NOW THEREFORE, in consideration of the mutual promises and covenants herein set forth, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE 1. EMPLOYMENT. The Corporation hereby offers to employ the Employee upon the terms and conditions hereinafter set forth and the Employee accepts

Crest View Inc – EMPLOYMENT AGREEMENT (September 17th, 2001)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT sets forth the agreement reached the 1st day of July, 2001, by and between Johnny R. Thomas (hereinafter referred to as "Employee") and Crest View, Inc., a Nevada Corporation (hereinafter referred to as "Corporation"). WITNESSETH WHEREAS, the Corporation desires to employ the Employee; and WHEREAS, the Employee desires to accept such employment with the Corporation; and WHEREAS, the Employee and the Corporation desire to set forth their employment relationship in a written agreement. NOW THEREFORE, in consideration of the mutual promises and covenants herein set forth, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE 1. EMPLOYMENT. The Corporation hereby offers to employ the Employee upon the terms and conditions hereinafter set forth and the Employee accepts such

Crest View Inc – EXCHANGE AGREEMENT (September 17th, 2001)

EXCHANGE AGREEMENT EXCHANGE AGREEMENT dated as of April 1, 2001 by and among Crest View, Inc., a Nevada corporation with offices at 1700 West Horizon Ridge Parkway, Suite 202, Henderson, NV 89012 (the "Company"), Manzano Limited Partners, a Nevada family limited partnership, with an address at 22 Brookridge Drive, Henderson, NV 89052 ("Manzano"), and Johnny R. Thomas, with an address at 22 Brookridge Drive, Henderson, NV 89052 (the"Noteholder"). WITNESSETH: WHEREAS, the Company is incorporated under the laws of Nevada and is authorized to issue 40,000,000 shares of Common Stock, $.001 par value per share (the "Shares"); WHEREAS, the Company is indebted to the Noteholder in the principal sum of thirteen thousand five hundred ($13,500) dollars as of April 1, 2001, plus accrued interest thereon; WHEREAS, the Company has proposed to sell to the Noteholder's designee, Manzano, in exchange for a portion of th

Crest View Inc – SUBLEASE AGREEMENT (September 17th, 2001)

SUBLEASE AGREEMENT The parties agree as follows: Date of this Sublease: July 1, 2001 Parties to this Sublease: Overtenant: Falcon Financial Group LLC Address for Notices: 1700 West Horizon Ridge Parkway, Suite 202, Henderson, Nevada 89012 You, the Undertenant: Crest View, Inc. Address for notices: 1700 West Horizon Ridge Parkway, Suite 202, Henderson, Nevada 89012 Information from Over-Lease: If there are more than one Overtenant or Undertenant, the words, "Overtenant" and "Undertenant" used in this Sublease includes them. Landlord: MacDonald Corporate Center Address for notices: 1700 West Horizon Ridge Parkway, Suite 200, Henderson, Nevada 89012 Overtenant: Falcon Financia

Crest View Inc – EXCHANGE AGREEMENT (September 17th, 2001)

EXCHANGE AGREEMENT EXCHANGE AGREEMENT dated as of June 29, 2001 by and among Crest View, Inc., a Nevada corporation with offices at 1700 West Horizon Ridge Parkway, Suite 202, Henderson, NV 89012 (the "Company"), and Johnny R. Thomas, with an address at 22 Brookridge Drive, Henderson, NV 89052 (the"Noteholder"). WITNESSETH: WHEREAS, the Company is incorporated under the laws of Nevada and is authorized to issue 40,000,000 shares of Common Stock, $.001 par value per share (the "Shares"); WHEREAS, the Company is indebted to the Noteholder in the principal sum of eleven thousand one hundred ($11,100) dollars as of June 29, 2001, plus accrued interest thereon; WHEREAS, the Company has proposed to sell to the Noteholder in exchange for all of the Company's indebtedness, an aggregate of 23,324 shares of Common Stock; WHEREAS, the Company has filed with the Securities and Exchange Commission (the "Commis

Crest View Inc – ESCROW AGREEMENT (December 28th, 2000)

ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") dated as of this ______ day of November, 2000 by and among Crest View, Inc., a Nevada corporation, with an address at 1700 W. Horizon Ridge Parkway, Suite 101, Henderson, NV 89102 (the "Corporation"), and Southwest Escrow Company, a financial institution chartered under the laws of the State of Nevada, with an address at 401 North Buffalo, Suite 205, Las Vegas, NV 89145 (the "Agent"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Corporation is offering, on a "best efforts" basis (the "Offering"), 600,000 units (the "Units"), each Unit consisting of one share of common stock, $.001 par value (the "Common Stock"), and one-third Class A Redeemable Common Stock Purchase Warrant ("Class A Warrants"), whereby the holder of three (3) Units is entitled to exercise one Class A Warrant to purchase one share of Common Stock a

Crest View Inc – REDEEMABLE CLASS A WARRANT CERTIFICATE FOR (September 14th, 2000)

Exhibit 4.2 THIS WARRANT AND THE STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND CAN BE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY OR COUNSEL FOR THE REGISTERED HOLDER (WHICH SHALL BE IN FORM AND FROM SUCH COUNSEL AS SHALL BE REASONABLY SATISFACTORY TO THE COMPANY), SUCH REGISTRATION IS NOT THEN REQUIRED. CREST VIEW, INC. No. WA --_____________ Redeemable Class A Common Stock Purchase Warrants VOID AFTER __________, 2004 REDEEMABLE CLASS A WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK Th

Crest View Inc – LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED (September 14th, 2000)

Exhibit 4.3 THIS WARRANT AND THE STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND CAN BE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY OR COUNSEL FOR THE REGISTERED HOLDER (WHICH SHALL BE IN FORM AND FROM SUCH COUNSEL AS SHALL BE REASONABLY SATISFACTORY TO THE COMPANY), SUCH REGISTRATION IS NOT THEN REQUIRED. CREST VIEW, INC. No. WB -- ______________ Redeemable Class B Common Stock Purchase Warrants VOID AFTER __________, 2005 REDEEMABLE CLASS B WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK