CLEARVIEW ACQUISITIONS, INC.
EXHIBIT
10.2
Subject
the exceptions below, the undersigned hereby agrees that for a period commencing
on the date hereof and expiring 18 months (the “Lock-Up Period”) from the
consummation of the merger contemplated by the Agreement made and entered into
on January 28, 2009, among Clearview Acquisitions, Inc. (the “Parent”), Helix Wind
Acquisition Corp. and Helix Wind, Inc., he or she will not, directly or
indirectly, issue, offer, agree or offer to sell, sell, grant an option for the
purchase or sale of, transfer, pledge, assign, hypothecate, distribute or
otherwise encumber or dispose of any securities of the Parent, including common
stock or options, rights, warrants or other securities underlying, convertible
into, exchangeable or exercisable for or evidencing any right to purchase or
subscribe for any common stock (whether or not beneficially owned by the
undersigned), or any beneficial interest therein (collectively, the “Securities”).
Notwithstanding
anything contained herein to the contrary, the undersigned shall be permitted to
exercise or convert any convertible Securities into another Security of the
Parent, pursuant to the terms of such convertible Security and to transfer
Securities to (i) the parents, grandparents, brothers, sisters, descendants
(whether natural or adopted) and spouse of the undersigned; (ii) any trust
created solely for the benefit of any individual described in clause (i) above;
(iii) any executor or administrator for any of the individuals or their
respective estates described in clauses (i) and (ii) above; (iv) any partnership
or limited liability company solely of the individuals described in clauses (i)
through (iii) above; (v) any tax exempt corporate foundation created by any of
the persons or entities described in clauses (i) through (iv) above exclusively
engaged in charitable purposes or a tax exempt corporation; and (vi) any
corporation or other entity in which all of the share capital or other equity
interests are owned solely by the undersigned and/or any of the individuals
described in clause (i) above, provided that, in all cases,
the transferee shall hold such Securities subject to all of the terms and
conditions of this agreement, and shall, as a condition of receiving such
Securities, execute and deliver documentation requested by Parent confirming
that they shall be bound by this agreement
In order to enable the aforesaid
covenants to be enforced, the undersigned hereby consents to the placing of
legends and/or stop-transfer orders with the transfer agent of the Parent’s
securities with respect to any of the Securities registered in the name of the
undersigned or beneficially owned by the undersigned.
Dated:
February 11, 2009
| __________________________________________________________ | |
| Name: __________________________ | |
| Number of Shares: __________________________ |
