Exhibit 10.6.2
WARRANT
THIS WARRANT AND THE COMMON STOCK
WHICH MAY BE ACQUIRED UPON EXERCISE OF THIS WARRANT (“THE
UNDERLYING COMMON STOCK”) WERE ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND (1) THIS WARRANT AND THE UNDERLYING COMMON STOCK
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, (2) HEDGING
TRANSACTIONS INVOLVING THE EQUITY SECURITIES (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) OF THE ISSUER OF THIS
WARRANT AND THE UNDERLYING COMMON STOCK MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT, AND (3) THIS WARRANT AND
THE UNDERLYING COMMON STOCK MAY NOT BE RESOLD EXCEPT IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
Tradestar Services,
Inc.
Common Stock Purchase
Warrant
THIS IS TO CERTIFY THAT, for value
received, Dave Hunter Resources Inc., a corporation organized and
existing under the laws of Alberta, Canada, as registered holder
hereof, or any subsequent holder or holders (the “
Holder ”), upon due exercise of this warrant (the
“ Warrant ”), dated as of March 2, 2007, is
entitled to purchase from Tradestar Services, Inc., a Nevada
corporation (the “ Corporation ”), all or any
part of the Warrant Shares (as hereinafter defined) for the
applicable Exercise Price (as hereinafter defined) in accordance
with the terms provided below.
1.
Exercise Period; Exercise Price; Warrant Shares .
This Warrant shall be exercisable following the one (1) year
anniversary of the date hereof (the “ Vesting Date
”) and prior to 5:00 p.m. Houston, Texas, time on March 2,
2013 (the “ Termination Date ”) only as
follows:
(a)
Calculation of Warrants . The Holder is entitled to
purchase 100,000 shares of Common Stock of the Corporation (the
“ Warrant Shares ”). The exercise price
shall be US $2.10 per share for each share of Common Stock
acquired, subject to adjustment pursuant to Section 5 below (the
“Exercise Price”).
(b)
“ Common Stock ” means full paid and
non-assessable shares of common stock, par value $0.001 per share,
of the Corporation.
2.
Exercise of Warrant .
(a)
Procedure for Exercise . The Holder of this Warrant
may exercise this Warrant at any time after the Vesting Date and
immediately prior the Termination Date for the purchase of all or
any part of the Warrant Shares. The purchase price shall be equal
to the Exercise Price multiplied by the number of Warrant Shares to
be acquired pursuant to such exercise of the Warrant. To exercise
this Warrant in whole or in part, the Holder hereof shall deliver
to the Corporation (i) a written notice of exercise (“
Notice of Exercise ”) of such Holder’s election
to exercise this Warrant, which Notice of Exercise shall specify
the number of whole shares of Common Stock to be purchased; (ii)
payment of the aggregate Exercise Price for the shares of Common
Stock being purchased in the manner provided herein; (iii) an
executed Subscription Agreement; and (iv) this Warrant. Upon
receipt of the Notice of Exercise, the payment,
the executed Subscription Agreement
and surrender of this Warrant, the Corporation shall, as promptly
as practicable, execute or cause to be executed and deliver to such
Holder a certificate or certificates representing the aggregate
number of shares of Common Stock specified in such Notice of
Exercise. The stock certificate or certificates so delivered
shall be in such denominations as may be specified in such Notice
of Exercise and shall be registered in the name of such Holder or,
subject to the conditions of Section 3 below, such other name as
shall be designated in such Notice of Exercise. Payment of
the Exercise Price may be made (i) by wire transfer; (ii) by
certified check or cashier’s check, or by Holder’s
personal check, payable to the order of the Corporation; or (iii)
pursuant to the terms of Section2(b) below.
(b)
Cashless Exercise . Notwithstanding anything contained
herein to the contrary, Holder may, at its election (exercised in
its sole discretion), exercise this Warrant as to all or a portion
of the Warrant Shares and, in lieu of making the cash payment
otherwise contemplated to be made to the Corporation upon such
exercise, elect instead to receive upon such exercise the net
number of shares of Common Stock determined according to the
following formula:
Net Number =
(A x B) - (A x C)
B
For purposes of the foregoing
formula:
A=
the total number of Warrant Shares
then being exercised.
B=
the closing sale price of the Common
Stock on the trading day immediately preceding the date of the
Notice of Exercise.
C=
the Exercise Price then in effect
for the applicable Warrant Shares at the time of such
exercise.
(c)
No Fractional Shares . No fractional shares are to be
issued upon the exercise of this Warrant. If this Warrant shall
have been exercised only in part, the Corporation shall, at the
time of delivery of such certificate or certificates, deliver to
such Holder a new warrant evidencing the rights of such Holder to
purchase the remaining Warrant Shares called for by this Warrant,
which new warrant shall in all other respects be identical with
this Warrant, or, at the request of such Holder, appropriate
notation may be made on this Warrant and the same returned to such
Holder.
(d)
Expenses . The Corporation shall pay all expenses,
taxes and other charges payable in connection with the preparation,
execution and delivery of stock certificates under this Section,
except that, in case such stock certificates are to be registered
in a name or names other than the name of the Holder of this
Warrant, all stock transfer taxes payable upon the execution and
delivery of such stock certificate or certificates shall be paid by
the Holder hereof at the time of delivering the Notice of Exercise.
In such case, the Holder hereof shall deliver with such Notice of
Exercise evidence, satisfactory to the Corporation, that such taxes
have been paid.
(e)
Warrant Holder Not a Stockholder . No Holder of this
Warrant shall be entitled, solely by reason of being a Holder
hereof, to possess any right or privilege as a stockholder of the
Corporation, including without limitation, the right to vote or
receive dividends or be deemed for any purpose the holder of Common
Stock or of any other securities of the Corporation which may at
any time be issuable on the exercise hereof, until the Holder shall
have exercised all or any part of this Warrant in accordance with
the provisions set forth in Section 2 hereof.
Nothing
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contained herein shall be construed
to confer upon the Holder, as such, any of the rights of a
stockholder of the Corporation or any right to vote upon any matter
submitted to stockholders at any time thereof, or to give or
withhold consent to any corporate action (whether upon any
recapitalization, issue of stock, reclassification of stock, change
of par value, consolidation, merger, conveyance, or otherwise) or,
to receive notice of the meetings of stockholders, until the
Warrant shall have been exercised as provided in Section 2
hereof.
3.
Transfer , Division and Combination .
(a)
Transfer of Warrants . The Warrant is a separate and
detachable security, transferable only on the books of the
Corporation by the registered Holder hereof in person or by
attorney duly authorized in writing, upon surrender of this Warrant
to the Corporation for transfer. Upon any such transfer, a new
Warrant to purchase a like number of shares of Common Stock will be
issued to the transferee or transferees in exchange for this
Warrant. Upon receipt by the Corporation of evidence
reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and, in case of loss, theft or
destruction, of an agreement of indemnity (without security
therefor, and upon surrender and cancellation of this Warrant, if
mutilated), the Corporation will make and deliver a new Warrant of
like tenor, in lieu of this Warrant. This Warrant shall be
promptly canceled by the Corporation upon the surrender hereof in
connection with any exchange, transfer or replacement.
(b)
Division and Combination of Warrants . This Warrant
may, subject to Section 4 hereof, be divided or combined with other
warrants upon presentation hereof at the principal office of the
Corporation, together with a written notice specifying the names
and denominations in which new warrants are to be issued signed by
the Holder or its agent or attorney. Subject to compliance
with the preceding paragraph and with Section 4, as to any transfer
which may be involved in such division or combination, the
Corporation shall execute and deliver a new warrant or warrants in
exchange for the warrant or warrants to be divided or combined in
accordance with such notice.
(c)
Expenses . The Corporation shall pay all expenses,
taxes (other than stock transfer taxes) and other charges payable
in connection with the preparation, execution and delivery of this
Warrant pursuant to this Section.
4.
Compliance with Securities Act; Restrictions on Transfer
.
(a)
Compliance with Securities Act . This Warrant and the
related Warrant Shares shall not be transferable except upon the
conditions specified in this Section, which conditions are
intended, among other things, to ensure compliance with the
provisions of the Securities Act of 1933, as amended (the “
Securities Act ”), or any applicable state securities
laws in respect of the transfer of such Warrant or Warrant
Shares.
(b)
Restrictions on Transfer . By acceptance of this
Warrant, the Holder of this Warrant agrees, prior to any transfer
or attempted transfer of such Warrant or the related Warrant
Shares, to give written notice to the Corporation of such
Holder’s intention to effect such transfer. The notice
shall describe the manner and circumstances of the proposed
transfer in detail and shall contain an undertaking by the Holder
to furnish such other information as may be required to enable the
Corporation’s counsel to render the opinions referred to
below, and shall give the identity and address of the
Holder’s counsel. By acceptance of this Warrant, the Holder
agrees to bear the reasonable expense of the Corporation’s
counsel for delivery of all additional opinions requested by the
Holder, if any (whether such opinions would permit the proposed
transfer or
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not). The Holder shall submit a copy
of the notice to the counsel designated in the notice and the
Corporation shall submit a copy thereof to its counsel, and the
following provisions shall apply:
(i)
If, in the opinion of both the Corporation’s and the
Holder’s counsel, the proposed transfer of the Warrant or
Warrant Shares may be effected without registration of
the
