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Exhibit 4.6.2
Certificate # # of Class "E" Warrants
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This Is To Certify That:
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Is The Owner of:
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Global Resource Corporation - Class "E" Purchase Warrant
FOR VALUE RECEIVED Global Resource Corporation, a Nevada
corporation (the
"Company") whose address is 408 Bloomfield Drive, Unit # 1, West
Berlin, New
Jersey, 08091, grants the following rights to the above
("Holder").
As used herein, the following terms shall have the following
meanings,
unless the context shall otherwise require: (a) "Common Stock"
shall mean the
common stock, par value $0.001, of the Company. (b) "Corporate
Office" shall
mean the office of the Company (or its successor) at which at
any particular
time its principal business shall be administered, which office
is located at
the date hereof at 408 Bloomfield Drive, Unit # 1, West Berlin,
New Jersey
08091. (c) "Exercise Date" shall mean any date upon which the
Holder shall give
the Company a Notice of Exercise, which shall be deemed the date
the Notice of
Exercise was first deposited in the U.S. Mails, if mailed, or
the date received
by the courier company if delivered by recognized courier
company, or the date
received by the Company if otherwise given or delivered. (d)
"Exercise Price"
shall mean the price to be paid to the Company for each share of
Common Stock to
be purchased upon exercise of this Warrant in accordance with
the terms hereof,
which shall be $4.00 per share. (e) "Expiration Date" shall mean
5:00 PM
(Eastern Time) on December 31, 2008. (f) "SEC" shall mean the
United States
Securities and Exchange Commission.
2.1 EXERCISE OF WARRANT: This Warrant shall entitle Holder to
purchase one (1)
share of Common Stock (the "Share") at the Exercise Price. This
Warrant shall be
exercisable at any time and from time to time prior to the
Expiration Date (the
"Exercise Period") upon execution. This Warrant and the right to
purchase the
Share hereunder shall expire and become void at the Expiration
Date.
2.2 MANNER OF EXERCISE: (a) Holder may exercise the Warrant at
any time and from
time to time during the Exercise Period by delivering to the
Company at its
Corporate Office (i) a duly executed Notice of Exercise in
substantially the
form attached as Appendix 1 hereto and (ii) a bank cashier's or
certified check
for the aggregate Exercise Price of the Share being purchased.
(b) From time to
time upon exercise of this Warrant in accordance with its terms,
the Company
will cause its transfer agent to countersign and deliver the
stock certificate
to the Holder representing the Share being purchased pursuant to
such exercise
subject to adjustment as described herein.
2.3 TERMINATION: All rights of the Holder in this Warrant shall
terminate on the
Expiratio
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