EXHIBIT 4.3
WARRANT ISSUANCE RESOLUTION
THIS WARRANT ISSUANCE RESOLUTION, adopted this 22nd day of September,
2006, by the Board of Directors of GLOBAL RESOURCE CORPORATION, a Nevada
corporation with its principal office located at 408 Bloomfield Drive, Unit #3,
West Berlin, New Jersey 08091 (hereinafter referred to as the "COMPANY")
WITNESSETH THAT:
WHEREAS, the COMPANY proposes to acquire substantially all of the
assets and the development stage business of Carbon Recovery Corporation
pursuant to a "C" Reorganization, and as a part of such acquisition is assuming
the contractual liabilities of Carbon Recovery Corporation with respect to
certain "B", "D", and "E" Common Stock Purchase Warrants heretofore issued by
Carbon Recovery Corporation; and
WHEREAS, the COMPANY desires to provide for the form and provisions of
the WARRANTS, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the COMPANY and the
HOLDERS; and
NOW, THEREFORE, intending to be legally bound hereby, and intending the
original registered Carbon Recovery Corporation HOLDERS and their successors and
assigns to rely hereon, the COMPANY hereby represents and agrees, and the
HOLDERS by acceptance of the WARRANTS impliedly agree, as follows:
1. WARRANTS AUTHORIZED. COMPANY hereby authorizes the issuance of
6,703,540 WARRANTS, exercisable to purchase Six Million Seven Hundred Three
Thousand Five Hundred Forty (6,703,540) shares of the COMPANY's Common Stock,
divided into Three Million Nine Hundred Eight Thousand, Three Hundred Forty
(3,908,340) "B" Warrants, One Million Three Hundred Ninety-seven Thousand, Six
Hundred (1,397,600) "D" Warrants, and One Million Three Hundred Ninety-seven
Thousand, Six Hundred (1,397,600) "E" Warrants, all upon the terms and
conditions of this Warrant Issuance Resolution.
2. FORM AND EXECUTION. Each WARRANT, whenever issued: (a) shall be in
substantially the form used by Carbon Recovery Corporation; (b) shall be dated
as of the date of issuance, which shall be the date of this Warrant Issuance
Resolution which is the date of the Closing and the assumption of the
contractual liabilities; (c) shall entitle the HOLDER to purchase the number of
Shares stated thereon; (d) shall be signed by the President or Vice President
and the Secretary or Treasurer of the COMPANY; (e) and shall have the COMPANY'S
seal impressed thereon. The COMPANY may adopt and use the facsimile signature of
any person who is a requisite officer of the COMPANY at the time such WARRANTS
are executed, or of any person now or hereafter holding such office,
notwithstanding the fact that at the time a WARRANT is issued he had ceased to
be such officer of the COMPANY.
3. WARRANT ISSUANCE AND ISSUANCE CONSIDERATION. These WARRANTS are
being issued to those HOLDERS of the "B", "D" and "E" Warrants of Caron Recovery
Corporation. Each such HOLDER shall be issued one "B", "D", or "E" Warrant for
each such Warrant that he holds issued by Carbon Recovery Corporation and the
consideration for the issuance of such Warrant shall be the assumption by
COMPANY of the contractual liability of Carbon Recovery Corporation with respect
to its issued and outstanding Warrants. In the event that, pursuant to
subparagraph 7(b), there is a partial exercise of a WARRANT, a WARRANT for the
unexercised portion shall be issued to the registered HOLDER.
4. WARRANT EXERCISE PRICES. (a) Each "B" WARRANT shall entitle the
registered HOLDER thereof, subject to the provisions thereof and of this Warrant
Issuance Resolution, to purchase from the COMPANY One (1) share of the COMPANY's
Common Stock ("Shares"), at an exercise price of Two Dollars and Seventy-five
Cents ($2.75) per share, both the number of Shares and the price being subject
to the anti-dilution adjustments provided in Paragraph 8 hereof. The term
"Warrant Exercise Price" as used in this Warrant Agreement refers to such
unadjusted $2.75 price per Share at which Common Stock may be purchased at the
time a WARRANT is exercised. (b) Each "D" WARRANT shall entitle the registered
HOLDER thereof, subject to the provisions thereof and of this Warrant Issuance
Resolution, to purchase from the COMPANY One (1) share of the COMPANY's Common
Stock ("Shares"), at an exercise price of Two Dollars and Seventy-five Cents
($2.75) per share, both the number of Shares and the price being subject to the
anti-dilution adjustments provided in Paragraph 8 hereof. The term "Warrant
Exercise Price" as used in this Warrant Issuance Resolution refers to such
unadjusted $2.75 price per Share at which Common Stock may be purchased at the
time a WARRANT is exercised. (c) Each "E" WARRANT shall entitle the registered
HOLDER thereof, subject to the provisions thereof and of this Warrant Issuance
Resolution, as well as subject to the HOLDER's having exercised his "D" WARRANT,
to purchase from the COMPANY One (1) share of the COMPANY's Common Stock
("Shares"), at an exercise price of Four ($4.00) per share, both the number of
Shares and the price being subject to the anti-dilution adjustments provided in
Paragraph 8 hereof. The term "Warrant Exercise Price" as used in this Warrant
Issuance Resolution refers to such unadjusted $4.00 price per Share at which
Common Stock may be purchased at the time a WARRANT is exercised.
5. DURATION (Term). Subject to there being an effective Registration
Statement with respect to the underlying Common Stock to be issued upon exercise
of the WARRANTS, the WARRANTS may be exercised at any time between the date of
issuance and the close of business (5:00 P.M. Eastern Daylight Time) on
September 21, 2007, such date being hereafter called the "Expiration Date". Each
WARRANT not exercised on or before its Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Warrant
Issuance Resolution shall cease at the close of business on the respective
Expiration Date. The COMPANY reserves the right to extend the Expiration Date,
from time to time, any number of times, but shall be under no obligation to do
so.
6. TRANSFER AND/OR EXCHANGE OF WARRANTS. On or after the date of
issuance and prior to the Expiration Date, any HOLDER of any WARRANT, subject to
the transfer restrictions of federal and state securities laws, at any time
prior to the exercise thereof, may transfer all or any portion of the stock
purchase rights provided in the WARRANT. Upon presentation and surrender to the
Warrant Agent of the WARRANT, properly assigned, accompanied by appropriate
transfer instructions from the HOLDER and a legal opinion stating that the
transfer is legally permissible under federal and state securities laws, the
Warrant Agent shall issue a WARRANT for the assigned number of shares to the
assignee as the new registered HOLDER and shall issue a WARRANT for the
unassigned balance of the shares to the assigning (old) registered HOLDER. Any
HOLDER of any WARRANT, at any time prior to the exercise thereof, may exchange
such WARRANT for a WARRANT or WARRANTS of like tenor exercisable for the same
aggregate number of Common Shares as the WARRANT surrendered. The Warrant Agent
is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., 200 Memorial
Parkway, Atlantic Highlands, New Jersey 07716. The COMPANY shall give notice to
the registered HOLDERS of WARRANTS of any change in the address of, or in the
designation of, its Warrant Agent. THIS WARRANT HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS A VALID EXEMPTION FROM REGISTRATION
IS APPLICABLE TO THE TRANSACTION.
7. EXERCISE. (a) A WARRANT shall be exercisable only by the registered
HOLDER surrendering it, together with the subscription form set forth in the
WARRANT duly executed, accompanied by payment, in full, in lawful money of the
United States, of the Warrant Exercise Price for each full Share as to which the
WARRANT is exercised, to the Warrant Agent. The Warrant Agent is the COMPANY's
Transfer Agent, Olde Monmouth Stock Transfer Co., 200 Memorial Parkway, Atlantic
Highlands, New Jersey 07716. The COMPANY shall give notice to the registered
HOLDERS of WARRANTS of any change in the address of, or in the designation of,
its Warrant Agent.
(b) A WARRANT may be exercised wholly or in part. If a WARRANT is only
exercised in part, a new WARRANT (of the same series) for the number of Shares
as to which the WARRANT shall not have been exercised shall be issued to the
registered HOLDER.
(c) As soon as practicable after the exercise of any WARRANT, the
COMPANY shall issue to or upon the order of the registered HOLDER a certificate
or certificates for the number of full Shares which he is entitled, registered
in such name or names as may be directed by him.
(d) All Shares issued upon exercise of a WARRANT shall be validly
issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in
respect of the issue thereof and all costs of issuance. However, the registered
HOLDER shall pay all taxes imposed in connection with any transfer, even if
involved in an issue of a certificate, and the COMPANY shall not be required to
issue or deliver any stock certificate in such case until the tax shall have
been paid.
(e) Each person in whose name any such certificate for Shares is issued
shall for all purposes be deemed to have become the holder of record of such
shares on the date on which the WARRANT was surrendered and payment of the
Warrant Exercise Price and applicable taxes was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the COMPANY are closed, the
person or persons entitled to receive Shares upon such exercise shall be
considered the record holder or holders of such shares at the close of business
on the next succeeding date on which the stock transfer books are open and shall
be entitled to receive only dividends or distributions which are payable to
holders of record after that date.
(f) A Warrant is exercisable if, and only if, there is an effective
registration statement under the Securities Act of 1933 with respect to the
shares of the COMPANY's Common Stock to be issued upon exercise, or there is a
valid exemption applicable to the transaction.
8. SHARE DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTI- DILUTION
PROVISIONS. Each WARRANT is subject to the following further provisions:
(a) In case, prior to the expiration of a WARRANT by exercise or by its
terms, the COMPANY shall issue any of its Common Stock as a share dividend or
subdivide the number of outstanding shares of Common Stock into a greater number
of shares, then, in either of such cases, the Purchase Price per share of the
Shares purchasable pursuant to a WARRANT in effect at the time of such action
shall be proportionately reduced and the number of Shares at the time
purchasable pursuant to a WARRANT shall be proportionately increased; and
conversely, in the event the COMPANY shall contract the number of outstanding
shares of Common Stock by combining such shares into a smaller number of shares,
then, in such case, the Purchase Price per share of the Shares purchasable
pursuant to a WARRANT in effect at the time of such action shall be
proportionately increased and the number of Shares at the time purchasable
pursuant to a WARRANT shall be proportionately decreased. If the COMPANY shall,
at any time during the life of a WARRANT, declare a dividend payable in cash on
its Common Stock and shall at substantially the same time offer to its
stockholders a right to purchase new Common Stock from the proceeds of such
dividend or for an amount substantially equal to the dividend, all shares of
Common Stock so issued shall, for the purpose of a WARRANT, be deemed to have
been issued as a share dividend. Any dividend paid or distributed upon the
Common Stock in shares of any other class or securities convertible into Common
Stock shall be treated as a dividend paid in shares of Common Stock to the
extent that shares of Common Stock are issuable upon the conversion thereof.
(b) In case, prior to the expiration of a WARRANT by exercise or by its
terms, the COMPANY shall be recapitalized, or the COMPANY or a successor
corporation shall consolidate or merge with or convey all or substantially all
of its or of any successor corporation's property and assets to any other
corporation or corporations (any such corporation being included within the
meaning of the term "successor corporation" hereinbefore used in the event of
any consolidation or merger of any such corporation with, or the sale of all or
substantially all of the property of any such corporation to, another
corporation or corporations), the holder of a WARRANT shall thereafter have the
right to purchase, upon the basis and on the terms and conditions and during the
time specified in a WARRANT in lieu of the Shares of the COMPANY theretofore
purchasable, upon the exercise of a WARRANT, such shares, securities or assets
as may be issued or payable with respect to, or in exchange for, the number of
Shares of the COMPANY theretofore purchasable upon the exercise of a WARRANT had
such recapitalization, consolidation, merger, or conveyance not taken place; and
in any such event, the rights of the holder of a WARRANT to an adjustment in the
number of Shares purchasable upon the exercise of a WARRANT as herein provided
shall continue and be preserved in respect of any shares, securities, or assets
which the holder of a WARRANT becomes entitled to purchase.
(c) In case:
(i) the COMPANY shall take a record of the holders of its
Common Shares for the purpose of entitling them to
receive a dividend payable otherwise than in cash, or
any other distribution in respect of the Common
Shares (including cash), pursuant to, without
limitation, any spin-off, split-off, or distribution
of the COMPANY's assets; or
(ii) the COMPANY shall take a record of the holders of its
Common Shares for the purpose of entitling them to
subscribe for or purchase any shares of any class or
to receive any other rights; or
(iii) of any classification, reclassification, or other
reorganization of the shares which the COMPANY is
authorized to issue, consolidation or merger of the
COMPANY with or into another corporation, or
conveyance of all or substantially all of the assets
of the COMPANY; or
(iv) of the voluntary or involuntary dissolution,
liquidation, or winding up of the COMPANY;
then, and in any such case, the COMPANY shall mail to the holder of a WARRANT,
at least 21 days prior thereto, a notice stating the date or expected date on
which a record is to be taken for the purpose of such dividend, distribution, or
rights, or the date on which such classification, reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation, or
winding up is to take place, as the case may be. Such notice shall also specify
the date or expected date, if any is to be fixed, as of which holders of Common
Stock of record shall be entitled to participate in such dividend, distribution,
or rights, or shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such classification, reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation, or
winding up, as the case may be.
(d) In case the COMPANY at any time while a WARRANT shall remains
unexpired and unexercised shall sell all or substantially all of its property or
dissolve, liquidate, or wind up its affairs, the holder of a WARRANT may
thereafter receive upon exercise hereof in lieu of each Share which it would
have been entitled to receive the same kind and amount of any securities or
assets as may be issuable, distributable, or payable upon such sale,
dissolution, liquidation, or winding up with respect to each Share.
9. RESERVATION OF SHARES ISSUABLE ON EXERCISE OF WARRANTS. The COMPANY
shall at all times reserve and keep available out of its authorized shares,
solely for issuance upon the exercise of all WARRANTS issued hereunder, such
number of Common Shares and other shares as from time to time shall be issuable
upon the exercise of a WARRANT and all other similar WARRANTS at the time
outstanding.
10. LOSS, THEFT, DESTRUCTION OR MUTILATION. Upon receipt by the COMPANY
of evidence satisfactory to it, (in the exercise of its reasonable discretion),
of the ownership of and the loss, theft, destruction, or mutilation of a
WARRANT, and (in the case of loss, theft, or destruction) of indemnity
satisfactory to it (in the case of mutilation) upon surrender and cancellation
thereof, the COMPANY will execute and deliver, in lieu thereof, a new WARRANT
for like tenor.
11. WARRANT HOLDER NOT A SHAREHOLDER. The HOLDER of a WARRANT, as such,
shall not be entitled by reason of a WARRANT to any rights whatsoever of a
stockholder of the COMPANY. No HOLDER of any WARRANT shall be entitled to
receive any dividend or to vote with respect to any dividend declared or the
taking of a register of stockholders entitled to vote with a Record Date prior
to the date of exercise of the WARRANTS.
12. NOTICES. All notices and other communications from the COMPANY to
the HOLDER of a WARRANT shall be mailed by first-class registered mail, postage
prepaid, to the address furnished to the COMPANY in writing by the HOLDER of a
WARRANT.
The foregoing Warrant Issuance Resolution has been adopted by the
out-going director and the in-coming directors of the COMPANY this 22nd day of
September, 2006:
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Frank Pringle
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Jeffrey Andrews
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Mary Radomsky