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Exhibit 4.6.8
Certificate # T-1 # of Taylor Warrants 1,000,000
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This Is To Certify That: TERRY TAYLOR AND TOMAHAWK TRADING CORP.
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Is The Owner of: ONE MILLION (1,000,000) COMMON STOCK PURCHASE WARRANTS
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Global Resource Corporation - Taylor Common Stock 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 $1.50 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. (g) Settlement and Termination Agreement
shall mean the settlement and termination agreement among the Company, Patrick
F. Hogan, Frank G. Pringle, Terence M. Taylor and Tomahawk Trading Corp.
2.1 EXERCISE OF WARRANT: This Warrant shall entitle Holder to purchase one
million (1,000,000) share of Common Stock (the "Shares") at the Exercise Price,
subject to compliance with all of the terms and conditions of the Settlement and
Termination Agreement. 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 Shares 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 Escrow Agent as
defined under the Settlement and Termination Agreement to the address of the
Escrow Agent specified therein (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 for all, but not less than
all, of the Shares being purchased, and (iii) the simultaneous payment to the
Escrow Agent of all other sums required under the Settlement and Termination
Agreement. (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 Shares 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
Expiration Date. (a) No Right Prior to Exercise: Prior to its exercise pursuant
to Section 2.2 above, this warrant shall not entitle the Holder to any voting or
other rights as holder of Shares. (b) Adjustments: In case of any
reclassification, capital reorganization, stock dividend, or other change of
outstanding shares of Common Stock, or in case of any consolidation or merger of
the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and which does not
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result in any reclassification, capital reorganization, stock dividend, or other
change of outstanding shares of Common Stock), or in case of any sale or
conveyance to another corporation of the property of the Company as, or
substantially as, an entirety (other than a sale/leaseback, mortgage or other
financing transaction), the Company shall cause effective provision to be made
so that the Holder shall have the right thereafter, by exercising this Warrant,
to purchase the kind and number of shares of stock or other securities or
property (including cash) receivable upon such reclassification, capital
reorganization, stock dividend, or other charge, consolidation, merger, sale or
conveyance as the Holder would have been entitled to receive had the Holder
exercised his Warrant in full immediately before such reclassification, capital
reorganization, stock dividend, or other charge, consolidation, merger, sale or
conveyance. Any such provision shall include provision for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 2.3. The foregoing provisions shall similarly apply in
successive reclassifications, capital reorganizations, stock dividends, and
other changes of outstanding shares of Common Stock and to successive
consolidations, mergers, sales or conveyances. (c) Fractional Shares: No
fractional Shares shall be issuable upon exercise or conversion of this Warrant
and the number of Shares to be issued shall be rounded down to the nearest whole
Share. If a fractional Share interest arises upon any exercise or conversion of
the Warrant, the Company shall eliminate such fractional Share interest by
paying Holder the amount computed by multiplying the fractional interest by the
closing bid price of a full Share on the date of the Notice of Exercise.
4.1 REPRESENTATIONS AND WARRANTIES: The Company hereby represents and warrants
to the Holder as follows: (a) All Shares which may be issued upon the exercise
of the purchase right represented by this warrant shall, upon issuance, by duly
authorized, validly issued, fully-paid and nonassessable, and free of any liens
and encumbrances except for restriction on transfer provided for herein or under
applicable federal and state securities laws, and not subject to any pre-emptive
rights. (b) The Company is a corporation duly organized and validly existing
under the laws of the State of Nevada, and has full power and authority to issue
this warrant and to comply with the terms hereof. The execution, delivery and
performance by the Company of its obligations under this Warrant, including,
without limitation, the issuance of the Shares upon any exercise of the Warrant,
have been duly authorized by all necessary corporate action. This Warrant has
been duly executed and delivered by the Company and is a valid and binding
obligation of the Company, enforceable in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization
or similar laws affecting enforceability of creditors' rights generally and
except as the availability of the remedy of specific enforcement, injunctive
relief or other equitable relief is subject to the discretion of the court
before which any proceeding therefore my be brought. (c) The Company is not
subject to or bound by any provision of any certificate or articles of
incorporation or by-laws, mortgage, deed of trust, lease, note, bond, indenture,
other instrument or agreement, license, permit, trust, custodianship, other
restriction or any applicable provision of any law, statue, any court,
governmental body, administrative agency or arbitrator which could prevent or be
violated by or under which there would be a default (or right of termination) as
a result of the execution, delivery and performance by the Company of this
Warrant.
Dated:______________________ Countersigned By:
Olde Monmouth Stock Transfer Co., Inc.
200 Memorial Parkway,
Atlantic Highlands, NJ 07716
Authorized Signature
/s/ [unreadable] /s/ Frank G. Pringle
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Secretary President
Affix Corporate Seal Below