Current Report Filing (8-k)

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

June 24, 2015

Date of Report (Date of earliest event reported)

Freestone Resources, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-28753	90-0514308
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

Republic Center, Suite 1350 325 N. St. Paul St. Dallas, TX 75201

(Address of Principal Executive Offices)

214-880-4870

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

(i) Stock Purchase Agreement

On June 24, 2015 Freestone Resources, Inc., a Nevada corporation (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Dynamis Energy, LLC, an Idaho limited liability company (“Dynamis”). Under the terms of the Stock Purchase Agreement the Company issued Dynamis five million (5,000,000) shares of the Company’s common stock pursuant to Rule 144 for an aggregate amount of five hundred thousand dollars ($500,000.00) (the “Proceeds). The Company used the Proceeds to acquire one hundred percent (100%) of the issued and outstanding stock of C.C. Crawford Retreading Company, Inc., a Texas corporation (“CTR”). A copy of the Stock Purchase Agreement is filed herewith as Exhibit 10.1 to this Form 8-K Current Report.

(ii) Warrant Agreement

On June 24, 2015 (the “Issuance Date”) the Company entered into a Common Stock Purchase Warrant Agreement (the “Warrant Agreement”) with Dynamis. Under the terms and conditions of the Warrant Agreement, Dynamis is entitled to purchase all or any part of five million (5,000,000) shares of fully paid and non-assessable common stock of the Company (the “Warrant”). The exercise price of the Warrant shall be an amount equal to eighty percent (80%) multiplied by the Closing Price (defined below) of the Company’s common stock. The following factors shall be used to determine the Closing Price:

(a)

If the Company’s common stock is traded on a national securities exchange, the Closing Price shall be the average of the closing price of the Company’s common stock for the ten (10) consecutive trading days immediately preceding the exercise of the Warrant; or

(b)

if the Company’s common stock is not traded on a national securities exchange, the Closing Price shall be the average of the closing bid and ask price quoted on the over-the-counter market for the ten (10) consecutive trading days immediately preceding the exercise of the Warrant; or

(c)

if the Company’s common stock is not traded on the over-the-counter market or on a national securities exchange, the Closing Price shall be the fair market value of a share of the Company’s common stock as determined by an independent appraiser in good faith mutually agreeable to Dynamis and the Company.

The term of the Warrant Agreement is twelve (12) months from the Issuance Date. A copy of the Common Stock Purchase Warrant is filed herewith as Exhibit 10.2 to this Form 8-K Current Report.

(iii) CTR Stock Purchase Agreement

On June 24, 2015 the Company entered into the CTR Stock Purchase Agreement (the “CTR Stock Purchase Agreement”) with Infinity Web Systems, Inc. 401K Profit Sharing Plan, a profit sharing plan (“IWSI”), to purchase one hundred percent (100%) of the common stock of CTR (the “CTR Stock”). Under the terms and conditions of the CTR Stock Purchase Agreement the Company purchased the CTR Stock for one million and five hundred thousand dollars ($1,500,000.00). The Company made an initial payment of five hundred thousand dollars ($500,000.00) to IWSI, and entered into a Promissory Note (the “Promissory Note”) with IWSI for one million dollars ($1,000,000.00). The Promissory Note has a term of three (3) years and an interest rate of twelve percent (12%). A copy of the CTR Stock Purchase Agreement is filed herewith as Exhibit 10.3 to this Form 8-K Current Report.

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 1.01 (i) above, the certificate(s) representing the shares carry a legend that the shares may not be transferred without compliance with the registration requirements of the Securities Act of 1933 or in reliance upon an exemption therefrom. For each of these transactions, the Company relied upon Section 4(2) of the Securities Act of 1933 as an exemption from the registration requirements of the Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1

Stock Purchase Agreement entered into by and among Freestone Resources, Inc. and Dynamis Energy, LLC dated June 24, 2015.

10.2

Common Stock Purchase Warrant entered into by and among Freestone Resources, Inc. and Dynamis Energy, LLC dated June 24, 2015.

10.3

Stock Purchase Agreement entered into by and among Freestone Resources, Inc. and Infinity Web Systems, Inc. 401K Profit Sharing Plan dated June 24, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FREESTONE RESOURCES, INC.

June 26, 2015	By:	/s/ Clayton Carter
		Clayton Carter Chief Executive Officer

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement is dated as of June 24, 2015 (this “Agreement”), by and between Freestone Resources, Inc., a Nevada corporation (the “Company”), and Dynamis Energy, LLC, an Idaho limited liability company (the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company (i) five million (5,000,000) shares of Common Stock at a purchase price of $0.10 per share (collectively, the “Shares”), par value $0.001 per share (together with any securities into which such shares may be reclassified, the “Common Stock”), and (ii) a common stock purchase warrant (the “Warrant”) to purchase five million (5,000,000) additional shares of Common Stock (collectively, the “Warrant Shares”), which Warrants shall be in the form attached hereto as Exhibit A, upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree to the sale and purchase of the Shares and Warrants as set forth herein.

ARTICLE I. DEFINITIONS

1.1 Definitions.

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Purchaser will be deemed to be an Affiliate of the Purchaser.

“Agreement” shall have the meaning ascribed to such term in the Preamble.

“Closing” means the closing of the purchase and sale of the Common Stock pursuant to Section 2.1.

“Closing Date” means the Trading Day when this Agreement has been executed and delivered by the parties hereto.

“Commission” means the Securities and Exchange Commission.

“Common Stock” shall have the meaning ascribed to such term in the Preamble.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company” shall have the meaning ascribed to such term in the Preamble.

“Disclosure Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Effective Date” means the date that the initial registration statement filed by the Company for the Registrable Securities is first declared effective by the Commission.

“Environmental Laws” shall have the meaning ascribed to such term in Section 3.1(r).

“Evaluation Date” shall have the meaning ascribed to such term in Section 3.1(u).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” shall have the meaning ascribed to such term in Section 3.1(h).

“Indemnified Liabilities” shall have the meaning ascribed to such term in Section 4.6.

“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(q).

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” shall have the meaning ascribed to such term in Section 3.1(b).

“Material Contract” means any contract of the Company or any of its Subsidiaries that has been filed or was required to have been filed as an Exhibit to the SEC Reports pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

“Material Permits” shall have the meaning ascribed to such term in Section 3.1(m).

“OFAC” shall have the meaning ascribed to such term in Section 3.1(bb).

“Plan” shall have the meaning ascribed to such term in Section 3.1(p).

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Purchaser” shall have the meaning ascribed to such term in the Preamble.

“Purchaser Party” shall have the meaning ascribed to such term in Section 4.6.

“Registrable Securities” means all of the Shares held by the Purchaser, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

“Registration Statement” means a registration statement covering the resale of the Registrable Securities.

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities” means the Shares and the Warrants.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” shall have the meaning ascribed to such term in the Preamble.

“Subscription Amount” shall have the meaning ascribed to such term in Section 2.1.

“Subsidiary” shall mean the subsidiaries of the Company, if any, set forth on Schedule 3.1(a).

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE Amex (formerly the American Stock Exchange), the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq National Market, the Nasdaq Capital Market or the OTC Bulletin Board.

“Warrants” shall have the meaning ascribed to such term in the Preamble.

“Warrant Shares” shall have the meaning ascribed to such term in the Preamble.

ARTICLE II. PURCHASE AND SALE

2.1 Closing. On a Closing Date, Purchaser shall purchase from the Company and the Company shall issue and sell to Purchaser FIVE MILLION (5,000,000) Shares in exchange for FIVE HUNDRED-THOUSAND DOLLARS ($500,000.00) and FIVE MILLION (5,000,000) Warrants in exchange for FIVE HUNDRED DOLLARS ($500.00) (the “Subscription Amount”). Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Company or such other location as the parties shall mutually agree.

Name of Purchaser	Class and Number of Securities	Cash Purchase Consideration
Dynamis Energy, LLC	5,000,000 shares of Common Stock	$500,000
	5,000,000 Warrants	$500

2.2 Deliveries.

(a) On the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing the five million (5,000,000) Shares, registered in the name of the Purchaser;

(iii) a certificate, in form reasonably satisfactory to the Purchaser, executed by an executive officer of the Company, dated as of the Closing Date, certifying as to the fulfillment of the conditions specified in Sections 2.3(b)(i) and (ii);

(iv) the Warrants in the form of Exhibit A hereto; and

(v) a legal opinion of Taylor V. Wilson, Esq., or other legal counsel to the Company, in the form of Exhibit B attached hereto.

(b) On the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser.

(ii) the Subscription Amount by wire transfer to the account as specified by the Company on Annex A hereto.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) all representations and warranties of the Purchaser contained herein shall be accurate in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) on the Closing Date, except for such representations that speak as of a specific date;

(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i) all representations and warranties of the Company contained herein shall be accurate in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) on the Closing Date, except for such representations that speak as of a specific date;

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as set forth under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof, the Company hereby makes, as of the Closing Date, the representations and warranties set forth below to the Purchaser:

(a) Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, then references in this Agreement to the Subsidiaries will be disregarded.

(b) Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, business, or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith other than in connection with the Required Approvals. This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(d) No Conflicts. The execution, delivery and performance of this Agreement by the Company, the issuance and sale of the Shares and the Warrants and the consummation by the Company of the other transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, including, without limitation, any Material Contract or Material Permit, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of this Agreement, other than (i) application(s) to each applicable Trading Market for the listing of the Shares and the Warrant Shares for trading thereon in the time and manner required thereby, (ii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws, and (iii) a Form 8-K disclosing the sale of the Shares and the Warrants hereunder, (collectively, the “Required Approvals”). Subject to the accuracy of the representations and warranties of the Purchaser set forth in Section 3.2 hereof, the Company has taken all action necessary to exempt: (i) the issuance and sale of the Shares, (ii) the issuance of the Warrant Shares upon due exercise of the Warrants, and (iii) the other transactions contemplated hereby from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the articles of incorporation, bylaws or other organizational or charter documents of the Company that is or could reasonably be expected to become applicable to the Purchaser as a result of the transactions contemplated hereby, including without limitation, the issuance of the Shares and the Warrant Shares and the ownership, disposition or voting of the Shares and the Warrant Shares by the Company or the exercise of any right granted to the Purchaser pursuant to this Agreement.

(f) Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in this Agreement. The Warrants have been duly and validly authorized. Upon the due exercise of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrant.

(g) Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). All of the issued and outstanding capital shares of the Company (i) have been duly authorized and validly issued; and are fully paid and nonassessable, (ii) are not in violation of any first refusal, preemptive right, right of participation, or any similar right applicable to the company’s capital stock, and (iii) have been offered, issued and sold by the Company in compliance with all applicable federal and state securities laws. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock incentive plans and the issuance of restricted shares of Common Stock to employees pursuant to the Company’s stock incentive plan. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. There are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents other than pursuant to this Agreement. No further approval or authorization of any stockholder, the Board of Directors of the Company or other Person is required for the issuance and sale of the Shares. Except for this Agreement, there are no stockholders agreements, voting agreements, registration agreement or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(h) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any of its Subsidiaries are subject has been filed (or incorporated by reference) as an exhibit to the SEC Reports. Each of the Material Contracts is in full force and effect, and constitutes a legal, valid and binding obligation enforceable in accordance with its terms against the Company. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports or on the Disclosure Schedules, (i) there has been no event, occurrence or development that has had or could result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information.

(j) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which: (i) adversely affects or challenges the legality, validity or enforceability of this Agreement, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Material Adverse Effect. No officer, consultant or key employee of the Company or any Subsidiary whose termination could reasonably be expected to result in a Material Adverse Effect has terminated or, to the knowledge of the Company, has any present intention of terminating his or her employment or engagement with the Company or any Subsidiary.

(l) Compliance. Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), including, without limitation, the Material Contracts and the Material Permits, (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business, including, without limitation, all applicable foreign, federal, state and local statutes, rules and regulations relating to taxes, environmental safety and protection, occupational health and safety, product quality and safety, and employment and labor matters, except in each case as could not reasonably be expected to have a Material Adverse Effect.

(m) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not have or reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit. All of the Material Permits are valid and in full force and effect, except where the invalidity of such Material Permit or the failure of such Material Permit to be in full force and effect, could not reasonably be expected have a Material Adverse Effect.

(n) Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance in all material respects.

(o) Taxes. The Company and its Subsidiaries have timely and properly filed all tax returns required to be filed by them for all years and periods (and portions thereof) for which any such tax returns were due, except where the failure to so file would not have a Material Adverse Effect. All such filed tax returns are accurate in all material respects. The Company has timely paid all taxes due and payable (whether or not shown on filed tax returns), except where the failure to so pay would not have a Material Adverse Effect. There are no pending assessments, asserted deficiencies or claims for additional taxes that have not been paid. There have been no audits or examinations of any tax returns by any governmental body, and the Company or its Subsidiaries have not received any notice that such audit or examination is pending or contemplated. No claim has been made by any governmental body in a jurisdiction where the Company or any of its Subsidiaries does not file tax returns that it is or may be subject to taxation by that jurisdiction. There are no outstanding agreements or waivers extending the statutory period of limitation for the assessment or collection of any tax. Neither the Company nor any of its Subsidiaries is a party to any tax-sharing agreement or similar arrangement with any other Person. The Company has made all necessary disclosures required by Treasury Regulation Section 1.6011-4. The Company has not been a participant in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

(p) Employee Benefit Plans. No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Plan (as defined below) by the Company or any of its Subsidiaries which is or would be materially adverse to the Company and its Subsidiaries. As used in this Section 3.1(p), the term “Plan” shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any subsidiary or by any trade or business, whether or not incorporated, which, together with the Company or any subsidiary, is under common control, as described in Section 414(b) or (c) of the Code.

(q) Patents and Trademarks. To the knowledge of the Company, the Company and the Subsidiaries own, possess, license or have other rights to use, all patents, patent applications, trademarks, trademark applications and registrations, service marks, trade names, trade secrets, inventions, copyrights, licenses and other similar rights necessary or material for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received any notice (written or otherwise) that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.

(r) Environmental Matters. Neither the Company nor any Subsidiary is in violation of any statute, rule, regulation, decision or order of any governmental body relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s knowledge, threatened investigation that might lead to such a claim.

(s) Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance. To the Company’s knowledge, such insurance contracts and policies are accurate and complete. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(t) Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company (i) is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than (A) for payment of salary or consulting fees for services rendered, (B) reimbursement for expenses incurred on behalf of the Company and (C) for other employee benefits, including stock option agreements under any stock option plan of the Company; or (ii) has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company.

(u) Disclosure Controls and Procedures and Accounting Controls. The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) and 15d-15(c)) that are effective in all material respects to ensure that material information relating to the Company is made known to its chief executive officer and chief financial officer by others within those entities. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed quarterly or annual periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed quarterly or annual periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s internal controls. The Company maintains a system of accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(v) Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Shares and the Warrants by the Company to the Purchaser as contemplated hereby. The issuance and sale of the Shares and the Warrants hereunder does not contravene the rules and regulations of the Trading Market.

(w) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares and the Warrants, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(x) Anti-takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill, shareholder rights agreements or other similar anti-takeover provision under the Company’s articles of incorporation and bylaws or any applicable state laws that is or could become applicable to Purchaser’s purchase and ownership of the Shares.

(y) No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, neither the Company, nor to the Company’s knowledge, any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares and Warrants to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or designated, other than successive offerings and sales of Shares under this Agreement.

(z) General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Shares and Warrants by any form of general solicitation or general advertising. The Company has offered the Shares and Warrants for sale only to the Purchaser’s and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(aa) Foreign Corrupt Practices Act. Neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, employees or agents has (i) directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or made any other unlawful expenses relating to political activity to government officials, candidates or members of political parties or organizations, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any Person authorized to act on its behalf) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended, any export restrictions, anti-boycott regulations, embargo regulations or other similar applicable domestic or foreign laws and regulations.

(bb) OFAC. None of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or Person acting on behalf of the Company or any of its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Shares and Warrants, or lend, contribute or otherwise make available such proceeds to any of the Company’s Subsidiaries, joint venture partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

(cc) No Broker Fees. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. No Purchaser shall have any obligation with respect to any such fees or any claims made by or on behalf of any such Persons that any such fees are due.

(dd) No Additional Agreements. The Company does not have any agreements or understanding with any Purchaser with respect to the transactions contemplated by this Agreement other than as specified in this Agreement.

3.2 Representations and Warranties of the Purchaser.

The Purchaser hereby represents and warrants as of the Closing Date to the Company as follows:

(a) Organization; Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Own Account. The Purchaser understands that the Shares and Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Shares and Warrants as principal for its own account and not with a view to or for distributing or reselling the Shares and Warrants or any part thereof, has no present intention of distributing any of the Shares and Warrants and has no arrangement or understanding with any other persons regarding the distribution of the Shares and Warrants. The Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares and Warrants

(c) Purchaser Status. At the time the Purchaser was offered the Shares and Warrants, it was, and at the date hereof it is, either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

(d) Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares and Warrants, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Shares and Warrants and, at the present time, is able to afford a complete loss of such investment.

The Company acknowledges and agrees that the Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective Registration Statement or Rule 144, to the Company or to an affiliate of the Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of the Purchaser under this Agreement.

(b) The Purchaser agrees to the imprinting, so long as is required by this Section 4.1(b), of a legend on any of the Securities in the following or its equivalent form:

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

(c) Certificates evidencing the Securities shall not contain any legend (including the legend set forth in Section 4.1(b)), (i) while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Securities pursuant to Rule 144, or (iii) if such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission) and such lack of requirement is confirmed by a legal opinion satisfactory to the Company. The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the Effective Date if required by the Company’s transfer agent to effect the removal of the legend hereunder. The Company agrees that following the Effective Date or at such other time as a legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a certificate representing Securities issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to the Purchaser a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder may be transmitted by the transfer agent of the Company to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System.

(d) The Purchaser agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

(e) In order to enable the Purchaser to sell the Securities under Rule 144, the Company shall use its reasonable best efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. If the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144(c) such information as is required for the Purchaser to sell the Securities under Rule 144.

4.2 Publicity. The Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the Commission (other than the Registration Statement) or any regulatory agency or Trading Market without the prior written consent of the Purchaser, except to the extent that such disclosure is required by law, request of the staff of the Commission or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure.

4.3 Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares and Warrants in a manner that would require the registration under the Securities Act of the sale of the Shares and Warrants to the Purchaser or that would be integrated with the offer or sale of the Shares and Warrants for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4 Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide the Purchaser or its agents or counsel, with any information that the Company believes constitutes material non-public information without the express written consent of the Purchaser, unless prior thereto the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.5 Use of Proceeds. The Company shall only use the net proceeds from the sale of the Shares hereunder to pay a portion of the purchase price for one hundred percent (100%) of the common stock (the “CTR Stock”) of C.C. Crawford Retreading Company, Inc., a Texas corporation (“CTR”), and for no other purpose.

4.6 Indemnification of Purchaser. Subject to the provisions of this Section 4.6, the Company will defend, protect, indemnify and hold the Purchaser and its directors, officers, shareholders, members, partners, employees and agents (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (“Indemnified Liabilities”) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, or (b) any action, suit, proceeding or claim (including for these purposes a derivative action brought on behalf of the Company) instituted against the Company, any Purchaser Party, or any other Purchaser in any capacity, or any of them or their respective Affiliates, by any Person who is not an Affiliate of the Purchaser, with respect to or arising out of the execution, delivery, performance or enforcement of any of the transactions contemplated by this Agreement (unless such action is based upon a breach of the Purchaser’s representations, warranties or covenants under this Agreement or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

4.7 Trading Market Listing. In the time and manner required by the Trading Market, the Company shall (a) prepare and file with such Trading Market an additional shares listing application covering all of the Shares and a notification form the change in the number of shares outstanding pertaining thereto; (b) use its reasonable best efforts to take all steps necessary to case all of the Shares to be approved for listing on the Trading Market as promptly as possible thereafter; (c) if requested by the Purchaser, provide the Purchaser with evidence of such listing, and (d) use its reasonable best efforts to maintain the listing of such Shares on the Trading Market.

4.8 Form D; Blue Sky. The Company agrees to timely file a Form D with respect to the Shares and Warrants as required under Regulation D and to provide a copy there of upon written request of the Purchaser. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Shares and Warrants for sale to the Purchaser under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification) and shall provide evidence of such actions promptly upon the written request of the Purchaser.

4.9 Piggy-Back Registrations. Except as provided in this Section 4.9, the Purchaser shall have no registration rights with respect to any of the Shares or Warrants; however, if the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), then the Company shall send to the Purchaser a written notice of such determination and, if within 15 days after the date of such notice, the Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of such Registrable Securities the Purchaser requests to be registered and sold in such offering; provided, however, that any Rule 415 cut backs by the Commission shall be shared pro rata and computed based upon all Registrable Securities, and further, that such cut backs, if any, shall not be considered to be a violation of the Piggy-Back Registration Rights of the Purchaser. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Section 4.9 (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Purchaser) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.

4.10 Reservation of Shares. The Company shall maintain a reserve from its duly authorized shares of Common Stock to comply with its obligations to issue the Warrant Shares upon exercise of the Warrants.

4.11 Right of First Refusal. If at any time after the Closing, the Company shall authorize the issuance of any additional shares of Common Stock (“Additional Shares”), the Company shall immediately grant and deliver to Purchaser warrants to purchase the total number of such Additional Shares up to a maximum of five million (5,000,000) Additional Shares, all in a form and upon the terms set forth in the Warrant attached hereto as Exhibit A.

ARTICLE V. MISCELLANEOUS

5.1 Fees and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all stamp and other taxes and duties levied in connection with the delivery of the Shares and Warrants.

5.2 Entire Agreement. This Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At the Closing, and without further consideration, the Company and the Purchaser will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intentions of the parties under this Agreement.

5.3 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (b) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.4 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

5.5 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser. The Purchaser may assign its rights hereunder in whole or in part to any Person to whom the Purchaser assigns or transfers the Shares, provided such transferee shall agree in writing to be bound, with respect to the transferred Shares, by the terms and conditions of this Agreement that apply to the “Purchaser.”

5.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except each Purchaser Party is an intended third party beneficiary of Section 4.6.

5.8 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the federal district court for the Northern District of Texas. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal district court for the Northern District of Texas for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury.

5.9 Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Shares and the Warrant.

5.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or other electronic transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or other electronic signature page were an original thereof.

5.11 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

5.12 Replacement of Shares. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Securities.

5.13 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

freestone resources, INC.

Address for Notice:

Freestone Resources, Inc.

325 N. St. Paul Street, Suite 1350

Dallas, TX 75201

By: ____/s/ Clayton Carter_________

Name: Clayton Carter

Title: Chief Executive Officer

With a copy to (which shall not constitute notice):

______________________

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

DYNAMIS ENERGY, LLC

Address for Notice:

Dynamis Energy, LLC

776 E. Riverside Dr. #150

Eagle, ID 83616

By: _____/s/ Kevin McNulty_________

Name: ___W. Kevin McNulty________

Title: ____Director_____________

With a copy to (which shall not constitute notice):

______________________

Subscription Amount: $500,500.00

Shares: 5,000,000

Warrants: 5,000,000

EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

Annex A

WIRE TRANSFER INSTRUCTIONS

Pursuant to the attached Securities Purchase Agreement, dated as of the date hereto, the Purchaser shall purchase up to FIVE HUNDRED THOUSAND FIVE HUNDRED DOLLARS ($500,500.00) of Shares and Warrants from Freestone Resources, Inc., a Nevada corporation (the “Company”). All funds will be wired in accordance with these instructions:

Disbursement Date: June 24, 2015.

I. PURCHASE PRICE

$500,500.00

WIRE INSTRUCTIONS:

Reference funds flow memorandum dated June 24, 2015

Exhibit 10.2

EXHIBIT A

THE SECURITIES COVERED HEREBY HAVE BEEN (I) ACQUIRED FOR INVESTMENT; (II) ISSUED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS OF VARIOUS STATES; AND (III) ISSUED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) PROVIDED BY SECTION 4(a)(2) OF THE SECURITIES ACT. THE SECURITIES CANNOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR ANY TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT AND ANY SUCH TRANSACTION SHALL BE ACCOMPANIED BY A LEGAL OPINION THAT IS SATISFACTORY TO THE COMPANY. THE COMPANY SHALL BE ENTITLED TO RELY UPON AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE ABOVE LAWS.

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF EXCEPT AS PROVIDED HEREIN. THE HOLDER OF THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE RESTRICTIONS HEREIN SET FORTH.

FREESTONE RESOURCES, INC.

Common Stock Purchase Warrant

THIS IS TO CERTIFY THAT, for value received, Dynamis Energy, LLC, an Idaho limited liability company (the “Holder”), upon due exercise of this Warrant, dated as of June 24, 2015 (the “Issuance Date”), is entitled to purchase from Freestone Resources, Inc., a Nevada corporation (the “Company”), all or any part of five million (5,000,000) shares of fully paid and non-assessable share of common stock, $.001 par value, of the Company (the “Common Stock”), exercisable during the period from and after the Issuance Date to and including 5:00 p.m. Central Standard Time on the date that is twelve (12) months after the Issuance Date (the “Expiration Date”) at a purchase price per share pursuant to Section 1 below.

This Warrant is hereinafter called the “Warrant,” and the shares of Common Stock issuable upon exercise hereof are hereinafter called the “Warrant Shares.”

This Warrant is issued pursuant to that Securities Purchase Agreement, dated as of 24 June, 2015, by and among the Company and the Holder (the “Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.

1. Exercise Price. The exercise price per share for the shares of Common Stock that may be purchased pursuant to terms of this Warrant shall be an amount equal to eighty percent (80%) multiplied by the Closing Price (as defined below) of the Common Stock as of the Exercise Date (as defined below), rounded to the nearest one-hundredth of one cent ($0.0001) per share, subject to adjustment pursuant to Section 8 below (the “Exercise Price”). If the Common Stock is traded on a national securities exchange, the Closing Price shall be the average of the closing price of the Common Stock for the ten (10) consecutive Trading Days immediately preceding the Exercise Date. If the Common Stock is not traded on a national securities exchange, the Closing Price shall be the average of the closing bid and ask price quoted on the over-the-counter market for the ten (10) consecutive Trading Days immediately preceding the Exercise Date. If the Common Stock is not traded on the over-the-counter market or on a national securities exchange, the Closing Price shall be the fair market value of a share of Common Stock as determined by an independent appraiser in good faith mutually agreeable to the Holder and the Company.

Exercise of Warrant.

(a) Procedure for Exercise. The Holder of this Warrant may exercise this Warrant at any time after the Issuance Date but on or before the earlier of the Expiration Date for the purchase of all or part of the Warrant Shares that have not been earlier purchased or redeemed pursuant hereto. 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. In order to exercise this Warrant in whole or in part, the Holder hereof shall deliver to the Company (a) a written Notice of Exercise of such Holder's election to exercise this Warrant substantially in the form attached hereto as Exhibit A, which notice shall specify the number of whole shares of Common Stock to be purchased, (b) payment of the aggregate Exercise Price of the shares of Common Stock being purchased in the manner provided herein, (c) an executed Investor Representation Letter in the form attached hereto as Exhibit B, and (d) this Warrant. Upon the Company’s receipt of the Notice of Exercise, the payment, the executed Investor Representation Letter and surrender of this Warrant (the date of such receipt is the “Exercise Date”), the Company shall, as promptly as practicable (but in no event later than seven (7) Trading Days after the Exercise Date), 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, bearing restrictive legends (unless if, and only if, at the time of exercise, the Warrant Shares are included in a registration statement for resale that has been filed by the Company and declared effective by the Securities and Exchange Commission).. The stock certificate or certificates so delivered shall be in such denominations as may be specified in such notice 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. Payment of the Exercise Price may be made by wire transfer, by certified check or cashier's check, payable to the order of the Company, or by wire transfer.

(b) No Fractional Shares. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, nor shall the Company be required to pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated and that all issuances of Common Stock shall be rounded up to the nearest whole share. If this Warrant shall have been exercised only in part, the Company 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 shares of Common Stock 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.

(c) Expenses. The Company 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 mentioned above. In such case, the Holder hereof shall deliver with such notice of exercise evidence, satisfactory to the Company, that such taxes have been paid.

(d) Warrant Holder Not a Shareholder. No Holder of this Warrant shall be entitled, solely by reason of being a Holder hereof, to possess any right or privilege as a shareholder of the Company, 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 Company 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 contained herein shall be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote upon any matter submitted to shareholders 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, until the Warrant shall have been exercised as provided in Section 2 hereof.

(e) Default by the Company. If the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to the terms hereof by the seventh (7th) Trading Day after the date on which such certificate is required to be delivered pursuant to Section 2(a), then, the Holder will have the right to rescind such exercise. In addition, if after such seventh (7th) Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise, then the Company shall pay in cash to the Holder the amount, if any, by which the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds the amount obtained by multiplying (i) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (ii) the price at which the sell order giving rise to such purchase obligation was executed. In addition, the Company will at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

3. Transfer, Division and Combination.

(a) Transfer of Warrants. The Warrants are separate and detachable securities, transferable only on the books of the Company by the registered Holder hereof in person or by attorney duly authorized in writing, upon surrender of this Warrant to the Company for transfer. Upon any such transfer, a new Warrant to purchase a like number of Warrant Shares will be issued to the transferee or transferees in exchange for this Warrant. Upon receipt by the Company 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 Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by the Company 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 Company, together with a written notice specifying the names and denominations in which new warrants are to be issued signed by the Holder or his 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 Company 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. Holder shall pay all reasonable 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 or any applicable state securities laws in respect of the transfer of such Warrant or Warrant Shares.

(b) Legend. Each certificate for Warrant Shares issued upon exercise of this Warrant shall bear a legend to the effect that the Warrant Shares may not be transferred except upon compliance with the provisions of this Section 4, and each certificate for Warrant Shares transferred pursuant to Section 4 shall also bear such a legend unless, in the opinion of counsel for the Company, such a legend is not required.

(i) Holder hereby represents, warrants and covenants to the Company that it has had access to the Company’s public filings and the opportunity to request additional information regarding the Company's records. Holder has had the opportunity to ask questions of and receive answers from the Company's management concerning the Company's business and operations, and has made an independent review and determination of the value of the investment and has the qualifications to do so. Holder understands that neither the Warrant nor the Warrant Shares have been registered under the Securities Act in reliance upon exemptions available for non-public or limited offerings not involving a public offering. Holder understands that any resale of the Warrant or Warrant Shares will require compliance with an exemption under the Securities Act in the absence of registration thereunder.

(ii) Holder acknowledges that the Warrant and the Warrant Shares have not been registered under the Securities Act, and are being acquired for Holder's own account for investment and not with a view to the distribution thereof.

(iii) Holder has the knowledge and experience in financial and business matters to enable Holder to evaluate the merits and risks of acquiring the Warrant and the Warrant Shares.

(iv) Holder is able to bear the economic risks of its investment in the Warrant and the Warrant Shares, including the risk of a loss of the entire value of the Warrant and the Warrant Shares.

(v) The Company may instruct its transfer agents not to transfer the Warrant or any of the Warrant Shares unless the transfer agents have been advised by the Company or otherwise have been satisfied that the Holder has complied with the provisions above-described.

(vi) The Holder understands that the Company has not covenanted and is not obligated to furnish a registration statement under the Securities Act covering the Warrant or the Warrant Shares.

5. Special Agreements of the Company.

(a) Reservation of Common Stock. The Company covenants and agrees that it will reserve and set apart and have at all times, a number of shares of authorized but unissued Common Stock deliverable upon the exercise of the Warrant or any other rights or privileges provided for therein sufficient to enable it at any time to fulfill all of its obligations thereunder; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of the Warrant at the Exercise Price then in effect, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(b) Par Value. As a condition precedent to the taking of any action which would cause an adjustment reducing the Exercise Price below the then par value, if any, per share of the Common Stock issuable upon exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue its Common Stock at the Exercise Price upon conversion of this Warrant in accordance with the provisions of this Section 6.

(c) Shares to be Fully Paid and Nonassessable. The Company covenants that all shares of Common Stock which may be issued upon exercise of this Warrant will be, upon issuance and payment of the Exercise Price, validly issued, fully paid and nonassessable.

6. Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers: (i) if to the Holder, to the name and address and with a copy to the email address set forth in the Purchase Agreement or any other address or email address delivered to the Company in writing or to the name and address or email address of any transferee of this Warrant recorded on the books of the Company as instructed on the form of Assignment attached hereto as Exhibit C; and (ii) if to the Company, to 325 N. St. Paul St., Republic Center, Suite 1350, Dallas, Texas 75201 with a copy to ccarter@freestoneresourcesinc.com.

Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto.

7. Limitation of Liability. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock as provided in Section 2 above, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

8. Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 8.

(a) Adjustments for Stock Splits and Combinations and Stock Dividends. If the Company shall at any time or from time to time after the date hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the number of Warrant Shares issuable upon exercise of this Warrant shall be the number of Warrant Shares issuable immediately prior to such event, multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately after such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event, with per shares Exercise Price of this Warrant to be proportionately adjusted. Any adjustments under this Section 8(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable.

(b) Fundamental Transactions. If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 8(a) above) (in any such case, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(c) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 8, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.

9. Miscellaneous. The terms and provisions of Sections 5.3, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, and 5.14 of the Purchase Agreement are incorporated herein by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Warrant to be effective by signature of its duly authorized officer as of the 24 day of June, 2015.

	FREESTONE RESOURCES, INC.,
	a Nevada corporation



	By: /s/ Clayton Carter
	Name: Clayton Carter
	Title: President and Chief Executive Officer

Exhibit A

FORM OF NOTICE OF EXERCISE

TO BE EXECUTED BY THE REGISTERED HOLDER

IF IT DESIRES TO EXERCISE THE WARRANT

The undersigned, record holder of the Warrant, hereby irrevocably elects to exercise the right represented by this Warrant, to purchase ___________ of the Warrant Shares and herewith tenders payment for such Warrant Shares to the order of Freestone Resources, Inc. in the amount of $________ in accordance with the terms of this Warrant.

Please issue the certificate for shares of Common Stock in the name of:

Print or type name

Social Security or Other Identifying Number

Street Address

City State Zip Code


	Signature


	Print Name




	Address

	Social Security Number

Date: ___________________, _____

(Signature Medallion Guaranteed):	Date: ___________________, _____

Exhibit B

INVESTOR REPRESENTATION LETTER

Freestone Resources, Inc.

Republic Center, Suite 1350

325 N. St. Paul St.

Dallas, TX 75201

Gentlemen:

This Investor Representation Letter is executed and delivered in connection with the purchase by the undersigned (the “Purchaser”) of _______ shares of common stock (the “Shares”) of Freestone Resources, Inc., a Nevada corporation (the “Company”), pursuant to the terms of that certain Common Stock Purchase Warrant dated ________________.

In connection with the purchase of the Shares, Purchaser hereby makes the following representations, warranties and confirms the following understandings:

a. Investment Purpose. Purchaser is acquiring the Shares for his own account and for investment purposes only, within the meaning of the Securities Act of 1933 (the “Act”), with no intention of assigning any participation or interest therein, and not with a view to the distribution thereof.

b. Review and Evaluation of Information. The Purchaser is familiar with the business and operations of the Company and has had the opportunity to ask the Company questions about the offering to the extent deemed necessary to permit full evaluation of the merits and risks of an investment in the Company. Further, Purchaser has consulted with such other of his accounting, legal and tax advisors as he deemed necessary and appropriate in making his decision to purchase the Shares.

c. Purchaser's Financial Experience. Purchaser is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of his investment in the Company.

d. Suitability of Investment. Purchaser has evaluated the merits and risks of Purchaser's proposed acquisition of Shares of the Company, including those risks particular to Purchaser's personal situation, and has determined that the investment is suitable for Purchaser. Purchaser has adequate financial resources for an investment of this character, and could bear a complete loss of his investment. Further, Purchaser will continue to have, after making his investment in the Company, adequate means of providing for his current needs, the needs of those dependent on him, and possible personal contingencies.

e. Unregistered Offering. Purchaser understands that the Shares are not being registered under the Act because the sale is exempt from registration under the Act and rules and regulations promulgated thereunder, as a “transaction by an issuer not involving any public offering,” and that the availability of such exemption is predicated, in part, on Purchaser's representations and warranties contained in this Investor Representation Letter. In the view of the Securities and Exchange Commission, the statutory basis for the exemption claimed by the Company in connection with the sale of Shares would not be present if, notwithstanding Purchaser's representations and warranties, Purchaser has the intention of acquiring the Shares for resale upon the occurrence or nonoccurrence of some predetermined event.

f. Limitations on Disposition. The Shares have not been registered under the Act or under applicable state securities laws and, therefore, cannot be sold, assigned, or otherwise transferred unless they are subsequently registered under the Act and under applicable state securities laws or an exemption from such registrations is then available. Purchaser hereby agrees that he will not sell, assign, or transfer his Shares unless they are registered under the Act and under applicable state securities laws or an exemption from such registration is then available in the opinion of counsel to the Company.

g. Absence of Official Evaluation. Purchaser understands that no federal or state agency has made any finding or determination as to the fairness of the terms of an investment in the Company, nor any recommendation or endorsement of a purchase of the Shares.

h. Residency. Purchaser's principal residence is in the country and state or other jurisdiction indicated, and his citizenship is as indicated, opposite his signature to this Investor Representation Letter. Purchaser has no intent of changing his residency, citizenship, or principal office to any other country or state or jurisdiction.

i. Accredited Investor. The Purchaser is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Act.

j. Nonreliance. Purchaser is not relying on the Company or any legal opinion with respect to the tax and economic effect of his investment in the Company.

The representations, warranties, covenants, and agreements contained herein shall survive Purchaser's delivery of payment for the Shares and the delivery of the Shares by the Company .

Dated to be effective as of the _____ day of ____________, ______.

	PURCHASER:

	_________________________________________
	Name: ___________________________________
	Address: _________________________________
	_________________________________________

Exhibit C

ASSIGNMENT

(Form of assignment to be executed if the Holder desires to transfer the Warrant)

FOR VALUE RECEIVED, _____________________________ hereby sells, assigns, and transfers unto (“Transferee”) this the attached warrant (the “Warrant”) dated June ___, 2015, issued by Freestone Resources, Inc. (the “Company”) and registered in the name of the undersigned (“Holder”) on the books of the Company, to acquire ______ shares of the Company's common stock, together with all right, title or interest therein and does hereby irrevocably appoint __________________________________ attorney to transfer the Warrant on the books of the Company with full power of substitution in the premises.

Print name of Transferee: ____________________________________________________________________________

Address of Transferee: _____________________________________________________________________________

Telephone Nos. of Transferee: (Home) _________________ (Business) ________________

Facsimile No. of Transferee: _________________

Dated to be effective as of the ___ day of _______, ______.


	Signature of Holder
	(Signature must conform n all respects to name of Holder as specified on the face of this Warrant)


(Signature Medallion Guaranteed):	Date: _______________

STOCK PURCHASE AGREEMENT

Freestone Resources, Inc. (“Buyer”)

And

Infinity Web Systems, Inc. 401K Profit Sharing Plan (“Seller”)

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of June 24, 2015 by and among Freestone Resources, Inc., a Nevada corporation (“Buyer”), and Infinity Web Systems, Inc. 401K Profit Sharing Plan a profit sharing plan, (“Seller”) (collectively “Parties” and individually “Party”), for the purchase of the shares of common stock in C.C. Crawford Retreading Company, Inc., a Texas corporation (d/b/a CTR) (“CTR”).

RECITALS

WHEREAS, CTR is a business located at 101 West Avenue D, Ennis, Texas, and is in the business of selling, repairing, and disposing of tires; and

WHEREAS, the Seller owns one hundred percent (100%) of the issued and common stock in CTR, par value ten dollars ($10.00) (the “CTR Shares”); and

WHEREAS, Buyer wishes to buy from Seller, and Seller wishes to sell to Buyer the CTR Shares, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:

Article I.

SALE AND PURCHASE OF CTR

1.0 Sale and Purchase of CTR Shares; Consideration. The Seller hereby agrees, subject to the terms and conditions of this Agreement, to sell, assign, transfer and deliver to Buyer at the Closing (as hereinafter defined) free and clear of all liens, claims, charges, limitations, agreements, restrictions and encumbrances whatsoever, the CTR Shares for the consideration specified in Section 1.1. The Seller hereby transfers all title over the CTR Shares to Buyer at the time of Closing, which includes all rights and obligations connected to the CTR Shares including but not limited to all rights to dividends, capital, all voting rights and for avoidance of doubt any dividends which are due but not yet paid will become due and paid to Buyer. The transfer is effective at the execution of this Agreement and payment of the initial $500,000.00 and execution of the Promissory Note and Security Documents defined in Section 1.5 (collectively, “Closing Documents”) and Default Stock Power defined in Section 1.2.

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1.1 Total Purchase Price for CTR Shares. The total purchase price for the CTR Shares shall be one million and five hundred twenty thousand dollars ($1,520,000) plus the interest due under the terms of this Agreement (“Total Purchase Price”), which shall be funded by Buyer based on the Payment Schedule (as hereinafter defined) in Section 1.4 of this Agreement.

1.2 Closing. The closing of the sale and purchase of the CTR Shares to the Buyer shall take place contemporaneously with the execution of this Agreement at the offices of the Buyer (the “Closing”). At the Closing, (i) Seller shall deliver to J. Ross Massengill, Attorney at Law, Massengill Schanfish, PLLC (the “Designated Agent”) the CTR Shares and a stock power conveying ownership of the CTR Shares to Buyer (“Stock Power”), and (ii) Buyer shall deliver to the Designated Agent the cash purchase consideration by delivery of a cashier’s check in the amount specified in Section 1.4 below, the Closing Documents, and executed stock power by Buyer (“Default Stock Power”) only to be used if and upon Default by Buyer and the return of the CTR Shares to Seller. The Designated Agent shall remain the custodian of the CTR Shares, Stock Power, and Default Stock Power until Seller delivers to the Designated Agent confirmation that the Full Payment (as defined below) has been made to Seller, at which time the Designated Agent will release the CTR Shares to the custody of the Buyer or upon notification by Seller of a Default and demand for the return of the CTR Shares to Seller as provided in Section 1.9(a) below. Upon receipt of the Full Payment, Seller is required to notify the Designated Agent confirmation of the Full Payment within fifteen (15) days.

1.3 Due Diligence Documents. Seller has delivered to Buyer per Buyer’s request the due diligence documents and information including but not limited to financial documents in Exhibit A and the schedule of due diligence documents in Exhibit B which all documents were prepared by CTR Officers, the CTR CPA, and the Seller’s third party administrator. To Seller’s knowledge, the documents and all information contained therein are accurate, true and correct. Seller has provided all information requested by Buyer.

1.4 Initial Payment; Payment Schedule. At the Closing, Buyer, and/or its assigns, will deliver a cashier’s check to Seller in the amount of five hundred thousand dollars ($500,000). The remaining balance of the Total Purchase Price shall be one million twenty thousand dollars ($1,020,000) (the “Remaining Balance”). The Remaining Balance will be paid over a term of four (4) years at a fixed interest rate of twelve percent (12%) (“Fixed Interest Rate”), from the Closing on the schedule set out herein, (“Payment Schedule”) for the Remaining Balance, which includes the principle (“Principle”), and the interest amounts owed based on the Fixed Interest Rate amortized over the four (4) year term (“Interest”):

(i) Payment Schedule. No payments will be required for the first eleven (11) months following the Closing. In the twelfth (12) month, one (1) year of Interest equaling one hundred twenty-two thousand four hundred dollars ($122,400.00) will be due. Starting the thirteenth (13) month and continuing until the Principle is paid in full, monthly payments of Principle and accrued Interest will be due on the first day of each month, as indicated by the schedule attached hereto as Exhibit C.

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1.5 Closing Documents. Buyer shall deliver at closing the Promissory Note representing the Remaining Balance (“Promissory Note”) and Deed of Trust and UCC-1 Financing Statement (“Security Documents”), which are attached hereto as Exhibit D.

1.6 Payments Made by Buyer. Starting in month thirteen (13), Buyer will have five (5) days from the payment due dates specified in Section 1.4(i) in order to deliver a cashier’s check or make a wire transfer to Seller’s account in the amount of the Principle plus the Interest. If Buyer does not deliver a check or wire in the amount and on the date due to Seller within thirty (30) days from the payment due date, then Buyer will be in default (“Default”). Prior to Default, Seller will notify Buyer of impending Default no later than fifteen (15) days before the Default date occurs.

1.7 Advanced Payment of the Remaining Balance. In the event that Buyer pays Seller the remaining Principle in full (“Full Payment”) at any time prior to the last payment due date specified in Section 1.4(i) and Exhibit C, then the Buyer shall incur no penalties; however, if Buyer pays the Full Payment at any time prior to the seventh (7) month, then Buyer will owe six (6) months of Interest only and will incur no other interest or penalty.

1.8 Event of Default. The following shall constitute a default event (“Default Event”) hereunder and entitle Seller to the Remedies provided in Section 1.9 below:

(a) the failure to make any payment in accordance with Section 1.6 of this Agreement or the Promissory Note attached hereto;

(b) the breach of any and all restrictions or covenants under the Closing Documents;

(c) the failure by Buyer at any time to maintain adequate and full insurance coverage on the assets of CTR with Seller named as a loss payee;

(d) the removal of any assets of CTR while there is any balance outstanding under the Promissory Note, unless the assets are upgraded and Buyer provides notice of the upgrade to Seller via the change form attached to the Note no less than fifteen (15) days in advance;

(e) the sale or transfer of any assets which act as security for the Promissory Note except for (i) the sale or transfer of tire related inventory in the normal course of CTR business or (ii) the asset is replaced with upgraded assets required for the normal course of CTR business and Buyer provides notice of the upgrade to Seller via the change form attached to the Note no less than fifteen (15) days in advance.

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1.9 Seller Remedies. If a Default Event listed in Section 1.8(b) – (e) occurs Seller must notify Buyer and allow Buyer thirty (30) days to cure the Default Event (“Cure Period”). If the Default Event is not cured within the Cure Period or the Default Event in Section 1.8(a) occurs then Buyer is in Default and Seller may at its sole option exercise any or all of the following remedies:

(a) Seller will have the right, at its sole discretion, to request, in writing, that the Designated Agent deliver the CTR Shares to the custody of the Seller and pursue at Seller’s option any and all deficiency that might result only after the Cure Period has expired or the Default Event in Section 1.8(a) has occurred. Seller must notify Buyer of Seller’s request for the delivery of the CTR Shares. Seller must provide proof of certified mailing of Buyer’s notice of Default to the Designated Agent at the time of the request.

(b) Seller understands alterations to the property will be necessary for the implementation of the business plan referenced in Section 2.0(j). Seller and Buyer agree to discuss all improvements to the property and mutually agree upon any CTR properties or facilities that will need to be returned to the original condition at the time of the closing of this purchase. As Buyer is required to notify Seller of changes to the property in Section 1.8(c)-(d), if Seller does not state an objection to the improvement within fifteen (15) days of notice, then that improvement will not be required to be reverted to the original condition in the event of Default. Buyer will have sixty (60) days to revert the property to the original condition in the event of Default. If the CTR property and facilities are not returned to the original condition as of the time of closing of this purchase, Seller may pursue any and all costs associated with bringing the property and facilities back to the original condition. Any contract between CTR and any Freestone affiliate will be automatically canceled within the aforementioned sixty (60) day time period.

Article II.

REPRESENTATIONS AND WARRANTIES

2.0 Representations and Warranties of Buyer. Buyer represents and warrants to and agrees to Seller, as follows:

(a) Organization; Power and Authority; Authorization; Subsidiaries. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to execute and deliver this Agreement and to perform the Buyer’s obligations hereunder and thereunder. Buyer has all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and other assets, to conduct its businesses as presently conducted and as proposed to be conducted. The execution, delivery and performance by Buyer of this Agreement and has been duly and validly authorized by all necessary corporate action.

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(b) Non-Contravention; Governmental Authorities and Consents. The execution, delivery and performance of this Agreement does not and will not violate, result in creation of a lien under, or cause a default or a breach of any term or provision of (i) any statute or other law applicable to Buyer, (ii) any rule or regulation of any governmental agency or authority applicable to Buyer, (iii) any agreement, document or instrument to which Buyer is a party or by which it is bound, (iv) any judgment, order or decree of any court or governmental agency or authority applicable to Buyer or (v) the articles of incorporation or bylaws of Buyer or any resolution of the Buyer’s Board of Directors or shareholders. No consent, approval, or other authorization is required on the part of any person, governmental authority or other entity in connection with the execution, delivery and performance of this Agreement by the Buyer.

(c) Litigation. There is no action, suit, mediation, arbitration, claim, charge, grievance, complaint, proceeding, inquiry or investigation pending or, to the knowledge of Buyer, threatened against or affecting Buyer or any of its properties or assets in or before any court or other governmental authority or before any mediator or arbitrator.

(d) No Undisclosed Liabilities. Buyer does not have any undisclosed liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with United States generally accepted accounting principles applied on a consistent basis, except for liabilities or obligations (i) disclosed in Buyer’s financial statements, (ii) incurred in the ordinary course of business and consistent with past practices since the date of the latest Buyer balance sheet and (iii) that are not material in the aggregate to Buyer. Buyer has filed its financial statements with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(d) or 15(d) of the Securities Exchange Act of 1934, as amended.

(e) Bankruptcy Matters. Buyer is not subject to any voluntary case under title 11 of the United States Code or any other bankruptcy, insolvency or similar law of any state, federal, foreign or other jurisdiction, nor has any Person commenced an involuntary case against or involving the Buyer under title 11 of the United States Code or any other bankruptcy, insolvency any similar law of any state, federal, foreign or other jurisdiction.

(f) Investment Company. Buyer is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(g) Fully Reporting Status. Buyer has complied with all requirements of Rule 144(i)(2), including but not limited to the filing more than 12 months ago of current “Form 10 information” with the SEC, so that Rule 144 is currently available to holders of the Buyer’s Common Stock.

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(h) Buyer is not using the Stock of CTR or any of the assets of CTR to obtain the funds or to fund any portion of the funds payable to Seller.

(i) Buyer has conducted extensive due diligence on CTR, including but not limited to, the information provided by Seller in the attached Exhibit A and Exhibit B.

(j) Buyer has the technology, capital and expertise to execute on its business plan and proforma that Buyer anticipates will generate the funds necessary to pay the full purchase price and all accrued interest.

2.1 Representations and Warranties of Seller. Seller represents and warrants and agrees to Buyer, as follows:

(a) Organization of the Seller. Seller is Infinity Web Systems, Inc. 401(k) Profit Sharing Plan and is duly organized, validly existing, and in good standing under IRS Code Section 401 as affirmed in the letter of Retirement Systems of California, Inc. in the form of Exhibit E attached hereto.

(b) Authorization of Transaction. Seller, through its Trustees, has full capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions.

(c) Noncontravention. To Seller’s knowledge, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will in any material respect (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller or is subject or any provision of its Infinity Web Systems, Inc. 401(k) Profit Sharing Plan agreement or organization documents, as applicable or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller or is a party or by which any of Seller's assets is subject, other than the disclosed loan with First State Bank of Rice.

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(d) CTR’s Capitalization. CTR has authorized one hundred thousand (100,000) shares of common stock, par value ten dollars ($10.00), of which one hundred thousand (100,000) shares are validly issued and outstanding, and constitute the CTR Shares. All of the CTR Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record beneficially by Seller, free and clear of all encumbrances. Upon consummation of the transactions contemplated herein, Buyer shall own all of the CTR Shares free and clear of all encumbrances except for the liens created by this document and transaction.

(i) All of the CTR Shares were issued in compliance with applicable laws. None of the CTR Shares were issued in violation of any agreement, arrangement or commitment to which Seller is a party or is subject to or in violation of any preemptive or similar rights of any person.

(ii) There are no outstanding or authorized options, warrants, convertible securities, or other rights, agreements or commitments of any character relating to the capital stock of CTR or obligating Seller to issue or sell any shares of capital stock of, or any other interests in CTR. CTR does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies, or other agreements or understandings in effect with respect to the voting or transfer of any of the CTR Shares.

(e) Financial Statements of CTR. To Seller’s knowledge, complete copies of CTR’s unaudited financial statements of the twelve (12) months ending December 31, 2014 (the “Unaudited Financial Statements”), as well as the profit and loss statements for the twelve (12) months ended December 31, 2014 (“2014 Profit and Loss Statement”), have been delivered to Buyer as part of Exhibit A.

(f) No Material Adverse Change. To Seller’s knowledge and in reliance upon the affidavit of the CTR officer in Exhibit F attached hereto, since December 31, 2014, there has not been any material adverse change in the business, condition, financial or otherwise, or results of operation of CTR taken as a whole.

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(g) Undisclosed Liabilities. To Seller’s knowledge and in reliance upon the affidavit of the CTR officer in Exhibit F, Seller has disclosed all the liabilities associated with CTR to Buyer and CTR has no liabilities, obligations or commitments of any nature whatsoever, asserted, known or unknown, absolute or contingent, accrued, or unaccrued, matured or unmatured or otherwise (“Liabilities”), except (a) those which are adequately reflected in Exhibit A. There are no pending questions relating to, nor claims asserted for, Taxes or assessments upon CTR nor has CTR been requested to give any waivers extending the statutory period of limitation applicable to any federal, state or local income tax return for any period. The Seller has previously disclosed that a commission will be paid to Dirk Crawford, that is the full payment due by the Seller under his employment agreement, of $140,000.00, which will be paid by the Seller from the funds received at Closing.

(h) Legal Proceedings; Governmental Orders. To Seller’s knowledge and in reliance upon the affidavit of the CTR officer in Exhibit F, there is no claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise whether at Law or in equity (“Actions”) are pending or, to Seller’s knowledge, threatened or accrued (i) against or by CTR affecting any of its properties or assets or (ii) against or by CTR that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(i) Permit Compliance. To Seller’s knowledge and in reliance upon the affidavit of the CTR officer in Exhibit F, CTR has complied, and is now complying with all laws, environmental or otherwise, applicable to it or its business, properties or assets. All permits, licenses, franchises, approvals, authorizations, registrations, certifications, variances and similar rights obtained, or required to be obtained from Ellis County, the City of Ennis, the State of Texas, the United States of America, or any other agency that has jurisdiction (collectively, the “Jurisdictions”) required for CTR to conduct its business have been obtained by CTR (collectively, the “Permits”), and are valid and in full force and effect. All fees and charges with respect to such Permits as of the Closing have been paid in full, and none of the Permits have an eminent expiration. All Permits are held by and duly authorized and issued to CTR.

(j) Taxes. To Seller’s knowledge and in reliance upon the affidavit of the CTR officer in Exhibit F, CTR has properly, accurately and timely filed all material federal, state and local information and tax returns required to be filed by CTR and to Seller’s knowledge has paid or made provisions for the payment of all material taxes and other charges that have incurred or are due prior to closing.

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(k) Environmental Matters. To Seller’s knowledge and in reliance upon the affidavit of the CTR officer in Exhibit F, CTR is currently, and has been, in compliance with all environmental federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, legal doctrine, order, directive, executive or administrative order, judgment, decree, injunction, requirement, or agreement with any governmental entity relating to the protection, preservation or restoration of the environment (which includes, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, structures, soil, surface land, subsurface land, plant and animal life or any other natural resource), or to human health or safety, or relating to the exposure to or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials, in each case as amended and as now or hereafter in effect. To Seller’s knowledge, CTR has not received, either written or oral, any complaints, environmental or otherwise, from individual citizens, businesses, representatives, or regulators within the Jurisdictions. To Seller’s knowledge, based on the Phase One completed in December, 2011 no real property currently or formerly owned, operated or leased by CTR is listed on, or has been proposed for listing on, the Environmental Protection Agency’s Comprehensive Environmental Response, Compensation and Liability Information System. The Buyer is relying on the Phase One as issued on April 2, 2015.

(l) Assets and Real Property of CTR. CTR has good and marketable title to the property and all of the assets listed in the documents in Exhibit B attached to this Agreement except as previously disclosed. The property and assets are free and clear of any mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions or restrictions except as shown on the financial records of CTR inspected by Buyer or disclosed herein and specifically including any and all liens held by the First State Bank of Rice

(m) CTR Affiliates. CTR has no affiliates.

Article III.

INDEMNIFICATION

3.0 Indemnification by Buyer. Buyer shall defend, indemnify and hold Seller and its Trustees (collectively, the “Seller’s Indemnified Parties”), harmless from any and all Third Party Claims, as defined in Section 3.2, Actions, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense (hereinafter individually, a “Loss” and collectively, “Losses”) resulting from (a) any material breach or material inaccuracy of a representation or warranty of Buyer contained in this Agreement, the Promissory Note, or the Security Documents; (b) any failure by Buyer to perform or comply with any covenant applicable to it contained in this Agreement; or (c) any action initiated that is in any way related to the Buyer’s ownership or operation of CTR after the Closing. Buyer’s indemnification obligations shall terminate upon the date of Buyer’s payment in full of the Total Purchase Price. Buyer’s liability under this indemnification provision shall be specifically limited to the amount Buyer has paid to the Seller under this

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Agreement as of the time the indemnification claim arose (“Buyer’s Liability Limit”). To the extent Seller may have insurance coverage for the claim, Seller will use its best efforts to seek to recover insurance proceeds. If Seller receives notice from its insurer that the claim is denied, Seller will proceed to exhaust the insurer’s appeals process. If, at the conclusion of the appeals process, the claim is still denied the Seller will have no further obligation to seek to recover insurance proceeds. If the claim is accepted, whether initially or on appeal, the amount of the insurance proceeds determined to be due will then be applied toward the claim. Any difference between the amount of the claim and any insurance proceeds determined to be due applied toward the claim shall be paid by Buyer, as limited to the aforementioned Buyer’s Liability Limit.

3.1 Indemnification of Seller. Seller shall defend, indemnify and hold Buyer and its officers, directors, and affiliates (collectively, the “Buyer’s Indemnified Parties”) harmless from any and all Third Party Claims and Losses resulting from (a) any material breach or material inaccuracy of a representation or warranty of Seller contained in this Agreement, the documents identified in Exhibit A or Exhibit B; or (b) any failure by Seller to perform or comply with any covenant applicable to it contained in this Agreement. Seller’s liability under this indemnification provision shall be specifically limited to the amount that Buyer has paid to the Seller under this Agreement as of the time the claim arose (“Seller’s Liability Limit”). To the extent Buyer may have insurance coverage for the claim, Buyer will use its best efforts to seek to recover insurance proceeds. If Buyer receives notice from its insurer that the claim is denied, Buyer will proceed to exhaust the insurer’s appeals process. If, at the conclusion of the appeals process, the claim is still denied the Buyer will have no further obligation to seek to recover insurance proceeds. If the claim is accepted, whether initially or on appeal, the amount of the insurance proceeds determined to be due will then be applied toward the claim. Any difference between the amount of the claim and any insurance proceeds determined to be due applied toward the claim shall be paid by Seller, as limited to the aforementioned Seller’s Liability Limit. Seller’s indemnification obligation shall terminate upon the earlier of either (i) the date two (2) years from Closing; or (ii) the date of Buyer’s payment in full of the Total Purchase Price.

3.2 Claim Processing.

(a) Promptly after the receipt of notice of the assertion, commencement or proposed commencement of any action by an unaffiliated third party (such action, a “Third Party Claim”) by any person entitled to indemnification pursuant to this Article 3 (the “Indemnified Party”), such Indemnified Party shall, if a claim with respect thereto is to be made against any party or parties obligated to provide indemnification pursuant to this Section 3 (the “Indemnifying Party”), give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall materially prejudice any defense or claim available to the Indemnifying Party.

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(b) A Third Party Claim cannot be brought by an affiliate to either Party, including shareholders of either Party.

(c) The Indemnifying Party shall be entitled to assume the defense of any Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, or (iii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third Party Claim.

(d) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not settle the Third Party Claim without the consent of the Indemnified Party unless the settlement shall include (A) no admission of liability on the part of any Indemnified Party and (B) an unconditional release of each Indemnified Party, reasonably satisfactory to the Indemnified Party, from all liability with respect to such Third Party Claim; (ii) subject to the limitations set forth herein, it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim and may not claim that it does not have an indemnification obligation with respect thereto; and (iii) the Indemnified Party shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party; provided, that the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have received an opinion of counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them; and provided further, that the Indemnifying Party shall not be responsible for the fees and expenses of more than one separate law firm.

(e) The Indemnified Party shall not settle any Third Party Claim if the Indemnifying Party shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement is consented to in writing by the Indemnifying Party, such consent not to be unreasonably withheld or delayed.

(f) Any offset for payments of a Third Party Claim or the defense of a Third Party Claim by an Indemnified Party shall be agreed upon by both Parties or determined by the arbitrators in the Dispute Resolution process described in Section 5.2.

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(g) If a Third Party Claim is made under Section 3.1 and Buyer has a reasonable good faith belief the claim is valid and any award or settlement will exceed ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) then the Buyer may, in its sole discretion, rescind this Agreement as follows: (i) Buyer shall return the CTR Shares to Seller, (ii) Seller shall return all amounts paid by Buyer under this Agreement and the Promissory Note; and (iii) Buyer shall, if applicable, return the CTR property to its original condition in accordance with Section 1.9(b). The rights afforded in this section are an exclusive remedy and subject to the dispute resolution process described in Section 5.2.

Article IV.

CONFIDENTIALITY AND PUBLICITY

4.0 Protection of Confidential Information. Each Party to this Agreement acknowledges that it will have access to proprietary or confidential information (“Confidential Information”) of the other Party, including, but not limited to, trade secrets and proprietary information included in the terms of this Agreement. Each Party will protect the Confidential Information of the other Party in the same manner in which it protects its own Confidential Information (but in any event will use no less than reasonable care), except as may be specifically permitted hereunder.

4.1 Exceptions to Confidential Treatment. The obligations of confidentiality and non-use specified above will not apply to any information of one Party which:

(a) was known by the other Party prior to the execution of this Agreement and not obtained or derived, directly or indirectly, from such Party or its affiliates, or if so obtained or derived, was lawfully obtained or derived and is not held subject to any confidentiality or non-use obligations;

(b) is or becomes public or available to the general public otherwise than through any act or default of the other Party; provided that no trade secret or other item of Confidential Information shall be considered to be public or available to the general public unless it becomes generally and publicly known to persons having no obligation of confidentiality to the Parties, and provided further that only such portion of a trade secret or other item of Confidential Information that is so generally known shall be considered to be public or available to the general public;

(c) is obtained or derived prior or subsequent to the date of this Agreement from a third Party which is lawfully in possession of such information and does not hold such information subject to any confidentiality or non-use obligations;

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(d) is independently developed by such Party without use of the other Party’s Confidential Information, as so established by reasonable evidence presented by such developing Party; or

(e) is required to be disclosed by one of the Parties pursuant to applicable law or under a government or court order or to comply with the rules of the Securities and Exchange Commission or any stock exchange, including NASDAQ or OTC Markets.

4.2 Breach of Confidentiality Obligations. Each Party to this Agreement acknowledges and agrees that, in the event of a breach or threatened breach of this Article IV, the other Party will have no adequate remedy in money or damages and, accordingly, shall be entitled to seek preliminary, permanent and other injunctive relief without having to post bond or prove irreparable injury.

4.3 Publicity. Each Party to this Agreement agrees that it will not issue any press release or make any other public announcement regarding the execution or the terms of this Agreement, or regarding any relationship or transaction between the Parties hereto, without the prior consent of the other Party, which will not be unreasonably withheld. Notwithstanding the foregoing, this Section 4.3 shall not prevent Buyer from complying with its reporting obligations under the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder, provided that Buyer shall give Seller a reasonable opportunity to review and comment on any report that Buyer intends to file thereunder to the extent such report refers to this Agreement or to Seller or to any relationship or transaction between the Parties hereto.

Article V.

GENERAL

5.0 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

5.1 Notices. All notices, requests, demands, claims and other communications under or relating to this Agreement shall be in writing and shall be delivered personally by hand delivery or national postal service, certified, return receipt requested, postage prepaid, Federal Express or other internationally-recognized receipted overnight courier service, or sent by a confirmed (confirmation report printed) facsimile transmission or via email with follow up copy sent by any of the aforesaid means (failure to send follow up copy by other means shall be deemed failed delivery of notice), to the intended Party at the address set forth below (unless notification of a change of address is given in writing). Notice shall be deemed delivered upon the date of personal delivery or facsimile transmission or email transmission or the date of delivery as indicated by Federal Express or other internationally-recognized receipted overnight courier service, or the date indicated on the return receipt from the national postal service.

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If to Buyer:	Freestone Resources, Inc.
	325 North St. Paul St.
	Suite 1350
	Dallas, Texas 75201
	Attention: Clayton Carter
	Fax: 214.880.4874
	Email: ccarter@freestoneresourcesinc.com


If to Seller	Charles R. Cronin, Jr., Trustee
	Infinity Web Systems, Inc. Plan
	1912 Maya Pradera Lane
	Moorpark, CA 93021
	Fax: 800-220-1667
	Email: cronin879@gmail.com


	Lindsey Vinson
	3712 W. Biddison St.
	Fort Worth, TX 76109
	Fax: 817-238-3044
	Email: lindseypvinson@gmail.com

5.2 Dispute Resolution. In the event of any claim, conflict, controversy, disagreement or dispute between the Parties arising out of, or related in any way to, this Agreement (“Dispute”), and prior to serving notice of any material breach, the Parties are required first to attempt resolution of such Dispute in accordance with the escalation procedures set forth in this Section 5.2.

(a) Direct Negotiation. The Parties shall attempt in good faith to resolve within thirty (30) days any Dispute not resolved in the regular course of business by informal negotiations between executives of the Parties having direct responsibility within their respective organizations for the administration of this Agreement upon written notice by one Party to the other requesting such negotiation. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiations by any of the Parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in any proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

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(b) Mediation. (i) If the Parties are unable to resolve a Dispute in the manner provided in Section 5.2 (b), the Parties shall initiate mediation. The Parties shall attempt to reach agreement on a mediator within fifteen (15) days after the expiration of the Initial Negotiation Period. If the Parties do not reach agreement on a mediator within that period, either Party may request that the American Arbitration Association (“AAA”) appoint a mediator as provided in its mediation rules. The Parties shall cooperate with AAA and with one another in selecting a mediator from AAA’s panel of neutral third Parties and in promptly scheduling the mediation proceedings. The Parties covenant that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys and by the mediator or any AAA employees are confidential, privileged and inadmissible for any purpose, including impeachment, in any proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The Parties agree to engage in at least one “cooling off period” of twenty-four (24) hours between mediation sessions prior to ending the mediation process. If the Dispute is not resolved within thirty (30) days from the date of the submission of the Dispute to mediation (or such later date as the Parties may mutually agree in writing), either Party may submit the dispute to Arbitration as provided for in subsection (d) below by providing to the other Party a written request for arbitration as contemplated by paragraph (d)(2) below and the Rules.

(c) Arbitration. Any Dispute that is not resolved via mediation as set forth in subsection (b) above shall be exclusively and definitively resolved through final and binding arbitration, it being the intention of the Parties that this is a broad form arbitration agreement designed to encompass all possible disputes.

(i) Rules. The arbitration shall be conducted in accordance with the commercial arbitration rules (as then in effect) of the AAA (the “Rules”).

(ii) Number of Arbitrators. The arbitration shall be conducted by three (3) arbitrators, unless both Parties to the dispute agree to a sole arbitrator within thirty (30) calendar days after the filing of the arbitration. For greater certainty, for purposes of this section, the filing of the arbitration means the date on which the claimant’s written request for arbitration is received by the other Parties to the dispute.

(iii) Method of Appointment of the Arbitrators.

(1) If the arbitration is to be conducted by a sole arbitrator, then the arbitrator will be jointly selected by the Parties. If the Parties fail to agree on the arbitrator within thirty (30) calendar days after the filing of the arbitration, or fail to agree to extend this deadline, then the AAA shall appoint the arbitrator.

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(2) If the arbitration is to be conducted by three arbitrators, each Party shall appoint one arbitrator from a list of AAA-approved arbitrators within thirty (30) calendar days of the filing of the arbitration, and the two arbitrators so appointed shall select the presiding arbitrator within thirty (30) calendar days after the latter of the two arbitrators has been appointed by the Parties. If a Party fails to appoint its Party-appointed arbitrator or if the two Party-appointed arbitrators cannot reach an agreement on the presiding arbitrator within the applicable time period, then the AAA shall appoint the remainder of the three arbitrators not yet appointed.

(iv) Place of Arbitration. Unless otherwise agreed by the Parties, the place of arbitration shall be Dallas, Texas.

(v) Governing Law. The arbitration will be conducted pursuant to the procedural and substantive laws of the State of Texas.

(vi) Language. The arbitration proceedings shall be conducted in the English language and the arbitrator(s) shall be fluent in the English language.

(vii) Entry of Judgment. The award of the arbitral tribunal shall be final and binding. Judgment on the award of the arbitral tribunal maybe entered and enforced by any court of competent jurisdiction.

(viii) Notice. All notices required for any arbitration proceeding shall be deemed properly given if sent in accordance with Section 5.1.

(ix) Qualifications and Conduct of the Arbitrators. All arbitrators shall be and remain at all times wholly impartial, and, once appointed, no arbitrator shall have any ex parte communications with any of the Parties concerning the arbitration or the underlying dispute other than communications directly concerning the selection of the presiding arbitrator, where applicable.

(x) Interim Measures. Either Party may apply to a court for interim measures (i) prior to the constitution of the arbitral tribunal (and thereafter as necessary to enforce the arbitral tribunal’s rulings) or (ii) in the absence of the jurisdiction of the arbitral tribunal to rule on interim measures in a given jurisdiction. The Parties agree that seeking and obtaining such interim measures shall not waive the right to arbitration. The arbitrators (or in an emergency the presiding arbitrator acting alone in the event one or more of the other arbitrators is unable to be involved in a timely fashion) may grant interim measures including injunctions, attachments and conservation orders in appropriate circumstances, which measures may be immediately enforced by court order. Hearings on requests for interim measures may be held in person, by telephone, by video conference or by other means that permit the Parties to present evidence and arguments.

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(xi) Costs and Attorneys’ Fees. The arbitral tribunal is authorized to award costs and attorneys’ fees and to allocate them between the Parties. The costs of the arbitration proceedings, including attorneys’ fees, shall be borne in the manner determined by the arbitral tribunal.

(xii) Interest. The award shall include interest, as determined by the arbitral tribunal, from the date of any default or other breach of this Agreement until the arbitral award is paid in full. Interest shall be awarded at a rate equal to the most recently available consensus prime rate as published in The Wall Street Journal plus two percent (2%), not to exceed the highest rate allowed by law.

(xiii) Currency of Award. The arbitral award shall be made and payable in United States dollars, free of any tax or other deduction.

(xiv) Exemplary Damages. The Parties waive their rights to claim or recover, and the arbitral tribunal shall not award, any punitive, multiple, or other exemplary damages (whether statutory or common law), except to the extent such damages have been awarded to a third Party and are subject to allocation between or among the Parties to the dispute.

(xv) Waiver of Challenge to Decision or Award. To the extent permitted by law, any right to appeal or challenge any arbitral decision or award, or to oppose enforcement of any such decision or award before a court or any governmental authority, is hereby waived by the Parties, except with respect to the limited grounds for modification or non-enforcement provided by any applicable arbitration statute or treaty.

(xvi) Confidentiality. All negotiations, mediation, and arbitration relating to a Dispute (including a settlement resulting from negotiation or mediation, an arbitral award, documents exchanged or produced during a mediation or arbitration proceeding, and memorials, briefs or other documents prepared for the arbitration) are confidential and may not be disclosed by the Parties, their employees, officers, directors, affiliates, counsel, consultants, and expert witnesses, except to the extent necessary to enforce this section or any arbitration award, to enforce other rights of a Party, or as required by law; provided, however, that breach of this confidentiality provision shall not void any settlement or award.

5.3 Assignment. This Agreement and the other agreements entered into by the Parties in connection herewith will be binding on the Parties hereto and their respective heirs, estates, guardians, executors, administrators, successors and assigns; provided, however, other than the Parties and their respective heirs, estates, guardians, executors, administrators, successors and assigns, nothing in this Agreement express or implied, is intended to confer upon any other Person any rights, remedies, obligations or liabilities of any nature whatsoever under or by reason of this Agreement. This Agreement may only be assigned with the approval and consent of Seller. Seller agrees not to withhold such consent if: (i) the assignee is Dynamis Energy, LLC, an Idaho limited liability company (“Dynamis”), or an affiliate of the Buyer jointly owned by Dynamis, (ii) such assignee agrees in writing to assume the obligations of this Agreement and the Closing Documents; and (iii) the assignee provides suitable guarantees of the Buyer's obligations of this Agreement and the Closing Documents to the reasonable satisfaction of the Seller.

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5.4 Independent Parties. The Parties shall at all times be independent Parties. Neither Party is an employee, joint venture, agent or partner of the other; neither Party is authorized to assume or create any obligations or liabilities, express or implied, on behalf of or in the name of the other.

5.5 Survival. The Agreement in its entirety will survive the Closing until the final payment made under the Payment Schedule in Article 1 and Exhibit C.

5.6 Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; (b) such provision will remain in effect to the extent it is not invalid or unenforceable; and (c) the remainder of this Agreement shall remain in full force and effect and shall in no way be invalidated.

5.7 Waiver. A delay or failure in enforcing any right or remedy afforded hereunder or by law shall not prejudice or operate to waive that right or remedy or any other right or remedy for a future breach of this Agreement, whether of a like or different character.

5.8 Governing Law. This Agreement, including any Exhibits attached hereto, shall be construed in accordance with the substantive and procedural laws of the United States and the State of Texas applicable to agreements executed and wholly performed therein, without regard to rules or principles of conflict of laws that might require the application of the laws of any other jurisdiction.

5.9 Entire Agreement. This Agreement, including any Exhibits attached hereto, sets forth the entire agreement between the Parties and supersedes all contracts, proposals or agreements, whether oral or in writing, and all negotiations, discussions and conversations, between the Parties with respect to the subject matter contained in this Agreement. Any policies, agreements or understandings made between the Parties relating to the subject matter of this Agreement and not explicitly set forth in this Agreement are void and unenforceable. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party hereto.

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5.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original hereof but all of which together shall constitute one agreement. It is the express intent of the Parties to be bound by the exchange of signatures on this Agreement via electronic transmissions or original signatures.

SIGNATURE PAGE TO FOLLOW

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IN WITNESS WHEREOF, each of the Parties hereto, intending to be legally bound, has executed this Agreement as of the date first set forth above.

Buyer:

Freestone Resources, Inc.

By: __/s/ Clayton Carter____________

Clayton Carter, President and CEO

Seller:

Infinity Web Systems, Inc. 401K Profit Sharing Plan

By: _/s/ Charles R. Conin, Jr.________

Charles R. Cronin, Jr., as Trustee

By: _/s/ Sheryl L. Cronin____________

Sheryl L. Cronin, as Trustee

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EXHIBIT A

INDEPENDENT ACCOUNTANT’S COMPILATION REPORT

March 16, 2015

To the Board of Directors of

C. C. Crawford Retreading Co., Inc.

Ennis, TX

We have compiled the accompanying statement of assets, liabilities, and stockholder's equity-income tax basis of C. C. Crawford Retreading Co., Inc. (a corporation) as of December 31, 2014 and the related statement of revenues and expenses-income tax basis for the twelve months then ended. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or provide any assurance about whether the financial statements are in accordance with the income tax basis of accounting.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the income tax basis of accounting and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.

Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements.

Management has elected to omit substantially all of the disclosures ordinarily included in financial statements prepared in accordance with the income tax basis of accounting. If the omitted disclosures were included in the financial statements, they might influence the user's conclusions about the corporation's assets, liabilities, equity, revenues, and expenses. Accordingly, the financial statements are not designed for those who are not informed about such matters.

Yeldell, Wilson & Co., P.C.

Certified Public Accountants

C.C. Crawford Retreading Co. Inc.

STATEMENT OF ASSETS, LIABILITIES AND STOCKHOLDERS’ EQUITY – INCOME TAX BASIS

As of December 31, 2014

ASSETS

CURRENT ASSETS
First State Bank Operating	$ 32,076.63
First State Bank Payroll	3,066.74
Petty Cash	600.00
Accounts Receivable – Trade	99,927.00
Employee Advances	1,902.34
Inventory- Chunk Crum Rubber	44,874.44
Inventory- Peel Crum Rubber	13,157.58
Regular Inventory	74,900.00
Total Current Assets	270,504.73

PROPERTY AND EQUIPMENT
Land	104,611.45
Building	75,494.69
New Building Construction	421,051.00
Tools and Equipment	488,853.38
Automotive Equipment	258,575.44
Building	75,892.06
Leasehold Improvements	27,316.00
Less: Accumulated Depreciation	(905,625.76)
Net Property and Equipment	546,168.26

OTHER ASSETS
Deposits	80.00
Acquisition Cost	41,951.66
Financing	103,836.41
Loan Fees	4,003.75
Financing 2013	28,343.67
Less: Accumulated Amortization	(70,855.00)
Total Other Assets	107,360.49

TOTAL ASSETS	$ 924,033.48

C.C. Crawford Retreading Co. Inc.

STATEMENT OF ASSETS, LIABILITIES AND STOCKHOLDERS’ EQUITY – INCOME TAX BASIS

As of December 31, 2014

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts Payable	45,224.49
Payroll Taxes Payable	110.24
Sales Tax Payable	2,610.09
Notes Payable-Current Portion	49,957.64
Total Current Liabilities	97,900.46

LONG-TERM LIABILITIES
Notes Payable – 2011 Dodge Ram	11,214.11
Notes Payable FSB	155,608.70
Notes – Current Portion	(49,957.64)
Total Long-Term Liabilities	116,865.17

Total Liabilities	214,765.63

STOCKHOLDERS’ EQUITY
Capital Stock	10,000.00
Additional Paid in Capital	432,184.02
Net Income	(39,082.06)
Retained Earnings	306,165.89
Total Stockholders’ Equity	709,267.85

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 924,033.48

C.C. Crawford Retreading Co. Inc.

STATEMENT OF ASSETS, LIABILITIES AND STOCKHOLDERS’ EQUITY – INCOME TAX BASIS

As of December 31, 2014

For the One Month and Twelve Months

Ended December 31, 2014

	Current	%	Year to Date	%
Revenue
Used Tire Sales	$ 8,100.00	10.59	$ 312,284.26	24.99
Repair Sales	26,031.50	34.04	438,959.40	35.13
Tire Disposal Sales	38,888.25	50.85	441,122.75	35.30
Scrap Recovery Sales	3,450.00	4.51	55,545.00	4.45
Crum Sales	0.00	0.00	1,608.26	0.13
Total Revenue	76,469.75	100.00	1,249,519.67	100.00

Cost Products: Shop
Tire Purchase	1,600.00	2.09	20,525.70	1.64
Repair Materials	901.16	1.18	34,772.81	2.78
Inventory Changes	(1,750.00)	(2.29)	18,953.10	1.52
Total Cost Products: Shop	751.16	0.98	74,251.61	5.94

Shop Cost
Shop Salaries and Commissions	7,591.88	9.93	97,629.13	7.81
Shop Fuel and Oil	(16.50)	(0.02)	504.27	0.04
Shop Miscellaneous Expense	832.21	1.09	14,946.93	1.20
Shop Uniforms and Towels	278.29	0.36	2,851.28	0.23
Shop Employee Insurance	231.59	0.30	2,742.15	0.22
Total Shop Cost	8,917.47	11.66	118,673.76	9.50

Disposal Cost
Disposal Salaries and Comm.	11,805.21	15.44	114,751.73	9.18
Disposal Fuel and Oil	785.50	1.03	10,831.47	0.87
Disposal Waste Service	2,696.10	3.53	9,825.88	0.79
Disposal Miscellaneous Expense	1,243.35	1.63	9,307.48	0.74
Disposal Uniforms and Towels	19.20	0.03	172.60	0.01
Disposal Employee Insurance	233.43	0.31	2,604.33	0.21
Total Disposal Cost	16,782.79	21.95	147,493.49	11.80

Crum Rubber Cost

Sales Cost
Sales Salaries and Commission	12,507.08	16.36	156,323.44	12.51
Sales Fuel and Oil	632.99	0.83	11,833.40	0.95
Sales Car Allowance and Repair	0.00	0.00	1,570.63	0.13
Sales Travel and Expense	52.30	0.07	1,765.15	0.14
Sales Entertainment	329.58	0.43	2,634.93	0.21
Sales Miscellaneous Expense	403.95	0.53	13,105.36	1.05
Sales Employee Insurance	2,015.26	2.64	25,730.60	2.06
Total Sales Cost	15,941.16	20.85	212,963.51	17.04

C.C. Crawford Retreading Co. Inc.

STATEMENT OF ASSETS, LIABILITIES AND STOCKHOLDERS’ EQUITY – INCOME TAX BASIS

As of December 31, 2014

For the One Month and Twelve Months

Ended December 31, 2014

Driver and Truck Cost
Truck Salaries and Commission	5,503.40	7.20	108,034.97	8.65
Truck Fuel and Oil	5,105.55	6.68	91,935.75	7.36
Truck Travel and Expense	0.00	0.00	2,757.17	0.22
Truck Miscellaneous Expense	4,562.39	5.97	61,361.34	4.91
Drivers Uniforms	30.00	0.04	186.00	0.01
Drivers Employee Insurance	1,272.72	1.66	18,413.55	1.47
Total Driver and Truck Cost	16,474.06	21.54	282,688.78	22.62

Office Cost
Office Salaries and Commission	5,627.93	7.36	71,945.18	5.76
Office Miscellaneous Expense	1,529.23	2.00	4,285.71	0.34
Office Employee Insurance	2,074.22	2.71	27,959.33	2.24
Total Office Cost	9,231.38	12.07	104,109.22	8.34

Administrative Cost
Utilities	2,039.87	2.67	36,166.74	2.89
Telephone	309.92	0.41	4,048.77	0.32
Waste Handling	170.02	0.22	2,044.14	0.16
Advertising	2,264.65	2.96	2,264.65	0.18
Freight and Postage	196.00	0.26	1,349.30	0.11
Discounts	(13.12)	(0.02)	(154.88)	(0.01)
Taxes and Licenses	26,333.06	34.44	33,623.30	2.69
Retirement Expense	469.54	0.61	5,759.95	0.46
Payroll Taxes	2,580.25	3.37	42,028.88	3.366
Vehicle Insurance	0.00	0.00	6,767.59	0.54
Property and Liabilities Insurance	2,200.25	2.88	53,789.45	4.30
Bad Debt Expense	0.00	0.00	248.21	0.02
Dues and Subscriptions	0.00	0.00	250.00	0.02
Entertainment	4,000.00	5.23	4,000.00	0.32
Miscellaneous Expense	305.14	0.40	33,518.16	2.68
Legal and Accounting	425.00	0.56	8,613.00	0.69
Insurance- Workers’ Comp	916.00	1.20	16,684.71	1.34
Bank Charges and Fees	2.00	0.00	586.08	0.05
Penalties	0.00	0.00	511.80	0.04
Total Administrative Cost	42,198.58	55.18	252,098.85	20.18

Officer Cost
Bank Fees	0.00	0.00	311.88	0.02
Officer Insurance	0.00	0.00	1,361.40	0.11
Total Officer Cost	0.00	0.00	1,673.28	0.13

Other Income (Expense)
Miscellaneous	0.00	0.00	(304.69)	(0.02)
Total Other Income (Expense)	0.00	0.00	(304.69)	(0.02)

Income (Loss) Before
Federal Income Tax, Interest
Depreciation and Amortization	(33,826.85)	(44.24)	55,790.86	4.46

Depreciation	(13,450.12)	(17.59)	(50,147.00)	(4.01)
Amortization	(2,654.00)	(3.47)	(31,848.00)	(2.55)
Interest	(854.32)	(1.12)	(12,844.92)	(1.03)
Federal Income Tax	1,422.12	1.86	0.00	0.00

Net Income (Loss)	$ (49,363.17)	(64.55)	$ (39,082.06)	(3.13)

EXHIBIT B

EXHIBIT B

CTR DUE DILIGENCE SCHEDULE

CATEGORIES

Ellis County Insurance Documents 2015 renewal

First State Bank Loan Documentation

CTR Payroll

CTR Permits

CTR Corporate Documents and Contracts

CTR Real Estate Data

TCEQ Tire Manifests (2011-2015)

CTR Appraisals ( 2011- 2015) and 2011 Phase One

CTR Equipment Assets (Attached as Exhibit B-1)

2004 McKay contract, appraisal and Phase One

The Categories are further defined in the list of documents that is attached as Exhibit B-2

Exhibit B-1 Equipment Listing

Tire repair equipment including Re-Build Lodi D-98, Akron De-lugger and parts #929007TF-8, Champion Air compressor #2-ADL-4TG, Welder Ser. #LF241S60Y, CTR Chopper #1, Ingersol Ram Air CompressorM#7100, Ser. #3041090, Unlimited Resources Splitter, Unlimited Resources Wheel Crusher TC-350, Screen, Standard Green Conveyor CASRSA47, HRA-12 Ser. #DM005931, Champion Air Compressor Ser. #R70A13888, Seven Tire Stands, Big Rubber Extruder M902C Ser. #004, Boiler Williams Davis w/ water softener Ser. #9284, Paint Booth Spray System, small tools and equipment including skiving motors and drills. Office equipment including 5 desks, 5 chairs, 5 computers, 4 printers, safe, 7 file cabinets, 3 tables, 3 credenza, small refrigerator and small microwave. Transportation equipment including 2000 Freightliner P-12/3/01 VIN 1HTSCAAM4TH311723 Dump Truck, Trailer 1980 Great Dane VIN M24180, Trailer 1996 Sure Pull VIN 1J9DG3626TJ143145, Trailer 1994 Fontaine VIN 4LF2E4829R3560544, Trailer 1995 Fontaine VIN 13N248302S1566466, Trailer 2008 Stream Trailer VIN 5GVFU16228W001768 and Pick-up 2004 Dodge Ram VIN 1D7HA18N54S675817. Wiggins M #6000, 1989 Manitou M#T1002TC-D Ser. #LT10020145, IR Forklift M RT-706G Ser. # 151135 SHG, and Clark M CMP25 Ser. #0529-9586. Shredder and related equipment including Granutech Model 160H Roto Grind Ser. #H059801, Abco Conveyor SB-200 Ser. #200-43, and Rice/Lake electric scale #4x4 HPLD-5K Ser. #CA2

EXHIBIT C

EXHIBIT C to SPA (Loan Schedule v.CC June 23)

PmtNo.		Payment Date			Beginning Balance		Scheduled Payment		Extra Payment		Total Payment		Principal			Interest		Ending Balance
	1		7	/23/2015	$	1,020,000.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,030,200.00
	2		8	/23/2015	$	1,030,200.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,040,400.00
	3		9	/23/2015	$	1,040,400.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,050,600.00
	4		10	/23/2015	$	1,050,600.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,060,800.00
	5		11	/23/2015	$	1,060,800.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,071,000.00
	6		12	/23/2015	$	1,071,000.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,081,200.00
	7		1	/23/2016	$	1,081,200.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,091,400.00
	8		2	/23/2016	$	1,091,400.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,101,600.00
	9		3	/23/2016	$	1,101,600.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,111,800.00
	10		4	/23/2016	$	1,111,800.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,122,000.00
	11		5	/23/2016	$	1,122,000.00	$	—	$	—	$	—	$	(10,200.00	)	$	—	$	1,132,200.00
	12		6	/23/2016	$	1,132,200.00	$	—	$	122,400.00	$	122,400.00	$	(10,200.00	)	$	—	$	1,020,000.00
	13		7	/23/2016	$	1,020,000.00	$	34,991.29	$	—	$	34,991.29	$	27,167.29		$	10,224.00	$	995,232.71
	14		8	/23/2016	$	995,232.71	$	34,991.29	$	—	$	34,991.29	$	25,038.96		$	9,952.33	$	970,193.76
	15		9	/23/2016	$	970,193.76	$	34,991.29	$	—	$	34,991.29	$	25,289.35		$	9,701.94	$	944,904.41
	16		10	/23/2016	$	944,904.41	$	34,991.29	$	—	$	34,991.29	$	25,542.24		$	9,449.04	$	919,362.17
	17		11	/23/2016	$	919,362.17	$	34,991.29	$	—	$	34,991.29	$	25,797.66		$	9,193.62	$	893,564.50
	18		12	/23/2016	$	893,564.50	$	34,991.29	$	—	$	34,991.29	$	26,055.64		$	8,935.65	$	867,508.86

EXHIBIT C to SPA (Loan Schedule v.CC June 23)

19	1	/23/2017	$	867,508.86	$	34,991.29	$	—	$	34,991.29	$	26,055.64	$	8,675.09	$	841,192.66
20	2	/23/2017	$	841,192.66	$	34,991.29	$	—	$	34,991.29	$	26,573.36	$	8,411.93	$	814,613.31
21	3	/23/2017	$	814,613.31	$	34,991.29	$	—	$	34,991.29	$	26,845.15	$	8,146.13	$	787,768.15
22	4	/23/2017	$	787,768.15	$	34,991.29	$	—	$	34,991.29	$	27,113.60	$	7,877.68	$	760,654.55
23	5	/23/2017	$	760,654.55	$	34,991.29	$	—	$	34,991.29	$	27,384.74	$	7,606.55	$	733,269.81
24	6	/23/2017	$	733,269.81	$	34,991.29	$	—	$	34,991.29	$	27,658.59	$	7,332.70	$	705,611.22
25	7	/23/2017	$	705,611.22	$	33,214.31	$	—	$	33,214.31	$	26,158.47	$	7,055.84	$	679,425.98
26	8	/23/2017	$	679,425.98	$	33,214.31	$	—	$	33,214.31	$	26,420.05	$	6,794.26	$	653,005.93
27	9	/23/2017	$	653,005.93	$	33,214.31	$	—	$	33,214.31	$	26,684.25	$	6,530.06	$	626,321.68
28	10	/23/2017	$	626,321.68	$	33,214.31	$	—	$	33,214.31	$	26,951.09	$	6,263.22	$	599,370.59
29	11	/23/2017	$	599,370.59	$	33,214.31	$	—	$	33,214.31	$	27,220.60	$	5,993.71	$	572,149.98
30	12	/23/2017	$	572,149.98	$	33,214.31	$	—	$	33,214.31	$	27,492.81	$	5,721.50	$	544,657.17
31	1	/23/2018	$	544,657.17	$	33,214.31	$	—	$	33,214.31	$	27,767.74	$	5,446.57	$	516,889.43
32	2	/23/2018	$	516,889.43	$	33,214.31	$	—	$	33,214.31	$	28,045.42	$	5,168.89	$	488,844.02
33	3	/23/2018	$	488,844.02	$	33,214.31	$	—	$	33,214.31	$	28,325.87	$	4,888.44	$	460,518.15
34	4	/23/2018	$	460,518.15	$	33,214.31	$	—	$	33,214.31	$	28,609.13	$	4,605.18	$	431,909.02
35	5	/23/2018	$	431,909.02	$	33,214.31	$	—	$	33,214.31	$	28,895.22	$	4,319.09	$	403,013.80
36	6	/23/2018	$	403,013.80	$	33,214.31	$	—	$	33,214.31	$	29,184.17	$	4,030.14	$	373,829.63
37	7	/23/2018	$	373,829.63	$	33,214.31	$	—	$	33,214.31	$	29,476.01	$	3,738.30	$	344,353.62

EXHIBIT C to SPA (Loan Schedule v.CC June 23)

38	8	/23/2018	$	344,353.62	$	33,214.31	$	—	$	33,214.31	$	29,770.77	$	3,443.54	$	314,582.84
39	9	/23/2018	$	314,582.84	$	33,214.31	$	—	$	33,214.31	$	30,068.48	$	3,145.83	$	284,514.36
40	10	/23/2018	$	284,514.36	$	33,214.31	$	—	$	33,214.31	$	30,369.17	$	2,845.14	$	254,145.20
41	11	/23/2018	$	254,145.20	$	33,214.31	$	—	$	33,214.31	$	30,672.86	$	2,541.45	$	223,472.34
42	12	/23/2018	$	223,472.34	$	33,214.31	$	—	$	33,214.31	$	30,979.59	$	2,234.72	$	192,492.75
43	1	/23/2019	$	192,492.75	$	33,214.31	$	—	$	33,214.31	$	31,289.38	$	1,924.93	$	161,203.37
44	2	/23/2019	$	161,203.37	$	33,214.31	$	—	$	33,214.31	$	31,602.28	$	1,612.03	$	129,601.09
45	3	/23/2019	$	129,601.09	$	33,214.31	$	—	$	33,214.31	$	31,918.30	$	1,296.01	$	97,682.79
46	4	/23/2019	$	97,682.79	$	33,214.31	$	—	$	33,214.31	$	32,237.48	$	976.83	$	65,445.31
47	5	/23/2019	$	65,445.31	$	33,214.31	$	—	$	33,214.31	$	32,559.86	$	654.45	$	32,885.46
48	6	/23/2019	$	32,885.46	$	33,214.31	$	—	$	32,885.46	$	32,556.60	$	328.85	$	—

EXHIBIT D

$1,020,000.00

June 24, 2015

SECURED PROMISSORY NOTE

Section 1. The Principal. AS HEREINAFTER STATED, for value received, Freestone Resources, Inc., (“Maker”) promises to pay to Infinity Web Systems, Inc. 401K Profit Sharing Plan (herein called “Lender”) at 1912 Maya Pradera Lane, Moorpark, CA 93021, or any other place that the Holder of the Secured Promissory Note (“Holder”) may designate in writing, the sum of ONE MILLION TWENTY THOUSAND DOLLARS ($1,020,000) in legal and lawful money of the United States of America, or the then outstanding principal amount hereof, together with interest on any principal amounts remaining unpaid hereunder from date hereof until maturity at the rate of twelve percent (12.00%) per annum until the Secured Promissory Note (the “Note”) is paid in full.

Section 2. Interest. Interest charges will be calculated on amounts outstanding hereunder for actual days said amounts are outstanding on the basis of a 365 day year for the actual number of days elapsed. At each payment date and at maturity date interest then payable shall be calculated from the beginning date on the unpaid amount of Note outstanding from time to time to such date at the annual rate of interest over the elapsed term of the Note, provided that (1) any interest previously paid shall be deducted from the interest then payable, and (2) the total interest plus fees and charges paid to Lender or Holder payable through such date shall not exceed the maximum amount of interest Lender or Holder lawfully may charge on this Note from the beginning date to such date. Unpaid and past due amount of Note, principal and interest, shall bear interest at THE MAXIMUM LAWFUL RATE OF INTEREST PER ANNUM.

Section 3. Payment. This Note together with interest due therein, is payable as follows: (1) On or before June 23, 2016 one year of accrued interest of ONE HUNDRED TWENTY-TWO THOUSAND FOUR HUNDRED DOLLARS ($122,400.000) shall be due and payable and (2) thereafter, beginning on June 23, 2016, and continuing thereafter on the first (1^st) day of each month, twelve regular monthly installments of principal and interest of THIRTY-FOUR THOUSAND NINE HUNDRED NINETY-ONE DOLLARS AND TWENTY-NINE CENTS ($34,991.29), followed by twenty four regular monthly installments of principal and interest of THIRTY-THREE THOUSAND TWO HUNDRED FOURTEEN DOLLARS AND THIRTY-ONE CENTS ($33,214.31) each shall be made with the total principal and all accrued interest fully paid and amortized over the remaining thirty six (36) months continuing regularly and monthly thereafter until June 23, 2019 at which time, principal and interest then remaining unpaid, shall be then due and payable; interest being calculated on the unpaid principal to the date of each installment paid and the payment made credited first to the discharge of the interest accrued and the balance to the reduction of the principal.

If the Holder has not received the full amount of any scheduled payment by the end of five (5) calendar days after the date it is due, Maker will pay a late charge (“Late Fee”) to the Holder. The amount of the Late Fee shall be five percent (5%) of Maker's overdue payment of principal and interest. Maker will pay this late charge promptly, but only once on each late payment. If the payment is not made within thirty (30) days from the date specified, Maker shall be in default. Holder and/or Lender agree(s) to notify Maker in writing no later than fifteen (15) days prior to default when a Late Fee has been incurred.

Section 4. Prepayment. Maker reserves the right to prepay this Note in any amount at any time prior to maturity without penalty. However, at the Lender's or Holder's option, all voluntary prepayments shall be applied to future installments in inverse order of maturity.

Section 5. Governing Law. This Note shall be governed by and construed in accordance with Texas law and applicable federal law. The parties hereto intend to conform strictly to the applicable usury laws. In no event, whether by reason of demand for payment, prepayment, acceleration of the maturity hereof or otherwise, shall the interest contracted for, charged or received by Lender or any Holder of this Note hereunder or otherwise exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever interest would otherwise be payable to Lender or any Holder of this Note in excess of the maximum lawful amount, the interest payable to Lender or any Holder of this Note shall be reduced automatically to the maximum amount permitted by applicable law. If Lender or any Holder of this Note shall ever receive anything of value deemed interest under applicable law which would apart from this provision be in excess of the maximum lawful amount, an amount equal to any amount which would have been excessive interest shall be applied to the reduction of the principal amount owing hereunder in the inverse order of its maturity and not to the payment of interest, or if such amount which would have been excessive interest exceeds the unpaid balance of principal hereof, such excess shall be refunded to Maker. All interest paid or agreed to be paid to Lender or any Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this paragraph shall control all existing and future agreements between Maker, Lender and/or any Holder of this Note.

Section 6. Collateral. Payment hereof is secured by one hundred percent (100%) of the common stock of C.C. Crawford Retreading Company, Inc. being purchased by Maker hereunder and including all common or preferred stock or equity instrument of any kind or manner, including but not limited to stock, warrants, options and convertible note, issued by C. C. Crawford Retreading Company, Inc. (the “CTR shares”) after the date of this Note as specified in the Stock Purchase Agreement (the “SPA”) signed on this same date. The CTR shares being purchased hereunder have been delivered to the Designated Agent under the SPA and will remain in the Agent’s possession until payment in full of the Note and notification by Lender or Holder to return the CTR shares to Maker. The Maker shall not authorize or vote its shares in favor of any action that would cause any dilution of the CTR Shares through any common or preferred stock or equity instrument of any kind or manner, including but not limited to stock, warrants, options or convertible note, to be issued by C. C. Crawford Retreading Company, Inc.

Payment hereof is secured by a Second Deed of Trust, Security Agreement and Financing Statement of even date herewith executed by the Maker hereof to Massengill Schanfish, PLLC, Trustee, a copy of which is attached hereto as Appendix A (the “Deed of Trust”), secured by the real estate described in said Deed of Trust.

The Note is further secured by Maker’s grant of a security interest, secondary to the security interest of First State Bank of Rice, in the following: Refurbished Model Ml 60H (l 50HP) Roto-Grind Shredder complete with the following design features and specifications: Infeed opening: 63"x79"; feed hopper (standard); l50HP hydraulic drive motor; 150HPelectric hydraulic power supply; 20" diameter solid steel rotor; 30 mm alloy steel wear-resistant cutters; Bolt-on cutter blade holders; 20HP hydraulic power supply for deed ram (integral to 150HP HPU); discharge screen (5/8" - 3/4"); variable ram speed control (amperage load proportional); control/MCC Panel; operations/maintenance manuals (2) and all after acquired equipment all as more fully described in the UCC-1 Financing Statement, attached Appendix B hereto which is based on Exhibit B-1 to the SPA.

Section 7. Default. The Maker shall be in default under the terms of this Note upon the occurrence of any of the following events at the option of the Holder, after the Maker’s failure to remedy within thirty (30) days of the event occurring: 1) failure to pay, within five (5) days of the due date, the principal or interest on this Note or any installment; and 2) the occurrence of, and Maker’s failure to cure, any Default Event (as defined in the SPA).

Section 8. Recourse. Failure to pay any part of principal and interest of this Note when due, or in the performance of any obligation in any instrument securing or collateral to this Note, shall authorize the Lender or any Holder of this Note to declare the whole of the same due and payable and said Lender or any Holder of this Note may proceed to enforce payment of the same and exercise any and all the rights and remedies provided by the laws of the State of Texas as well as all other rights and remedies possessed by the Lender pursuant to the terms of the SPA.

If this Note is placed in an attorney's hands for collection or collected by a suit or through a bankruptcy, or probate, or any other court, either before or after maturity, then in any of said events, the Maker agrees to pay to the Lender or any Holder of this Note the reasonable costs of collection, expenses, and attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed, and the costs of any suit and any attorneys' fees adjudged by a court in any action to enforce payment of this Note or any part of it.

Section 9. Miscellaneous. Any modification or amendment to this Note must be set forth in writing and executed by Maker and Lender and/or Holder. Each maker, surety and endorser of this note expressly waives all notices, demands for payment, presentations for payment, notice of intention to accelerate the maturity, protest and notice of protest, as to this note and as to each, every and all installments hereof.

Section 10. Termination and Release. Upon receipt of Full Payment (as defined in the SPA), the liens against the collateral described herein shall automatically terminate. At the request of Maker, Holder shall execute and deliver to Maker such documents as Maker shall reasonably request to evidence such termination.

Freestone Resources, Inc.

_/s/ Clayton Carter______

By: Clayton Carter

Its: President

AFTER RECORDING RETURN TO:

Charles R. Cronin,Jr. Trustee

Infinity Web Systems, Inc. Plan

1912 Maya Pradera Lane

Moorpark, CA 93021

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT (WITH ASSIGNMENT OF RENTALS)

Date: June 24, 2015

Grantors (whether one or more): c. c. CRAWFORD RETREADING COMPANY, INC., a Texas Corporation Texas corporation

Grantors' Mailing Address: 101 Ave. D, Ennis, Texas 75119

Trustee: J. Ross Massengill, Massengill Schanfish, PLLC

Trustee' s Mailing Address: ___________________________________

Beneficiary: Infinity Web Systems, Inc. 401K Profit Sharing Plan

Beneficiary's Mailing Address: 1912 Maya Pradera Lane, Moorpark, CA 93021

Note:

Date: June 24, 2015

Amount:One Million Twenty Thousand AND N0/100 DOLLARS ($1,020,000.00)

Maker:

Freestone Resources, Inc.

Payee:

Infinity Web Systems, Inc. 401K Profit Sharing Plan

Final Maturity Date: June 23, 2019

Property (including any improvements):

BEING a tract or parcel of land situated in the City of Ennis, Ellis County, Texas and being part of the John Hamilton Survey Abstract 448, and also being part of Block C, of Southwest Industrial Park, an addition to the City of Ennis as recorded in Volume 3 Page 128, now known as Cabinet A, Slide 600 of the Map Records of Ellis County, and being more particularly described as these three parcels:

1. A 3.553 acre parcel legally described as Tract 7 C in the Southwest Industrial Park, in the City of Ennis, Ellis County, Texas, also identified as tax account 161945. This parcel has a street address of 101 W. Avenue D, Ennis, Texas 75119 and is located at the south corner of West Avenue D and Oak Grove Road.

2. A 3.578 acre parcel legally described as Tract 1 C in the Southwest Industrial Park, in the City of Ennis, Ellis County, Texas, also identified as tax account 161944. This parcel has a street address of Jack McKay Blvd., Ennis, Texas, 75119 and is located at the east corner of West Avenue D and Jack McKay Blvd.

3. A 3.01 acre parcel legally described as Part A Tract 1A in the Jack McKay Industrial Park, in the City of Ennis, Texas, also identified as tax account 161256. This Parcel has a street address of Jack McKay Blvd., Ennis, Texas, 75119 and is located at the east corner of Oak Grove Road and Jack McKay Blvd.

All as more fully described in the attached Exhibit A.

For value received and to secure payment of the note, Grantors convey to Trustee in trust the property and all rights, titles, interest, estates, reversions and remainders owned and to be owned by Grantors in and to the above described premises and in and to the properties covered; all buildings and improvements now or hereafter located on the lands herein described or mentioned; all rights, title and interest now owned or hereafter acquired by Grantors in and to all easements, streets, parking areas and rights-of-way of every kind and nature adjoining the said lands and all public or private utility connections there to and all appurtenances, servitude, rights, ways, privileges and prescriptions thereunto; all goods, including equipment, machinery and other personal property presently owned or hereafter acquired by Grantors, which are or are to become fixtures in or on the above described real estate and which are necessary or convenient for the operation of any building or buildings now or contemplated to be hereafter located on said lands, including without limitation, all rights, titles and interests of Grantors in and to any such goods and personal property even if already subject to any prior lien or security interest; all rights, titles and interests of Grantors in and to all timber to be cut from the real estate covered hereby, all minerals in, under, and upon, produced and to be produced from said real estate, and without limitation of the foregoing, any and all rights, rents, revenues, benefits, leases, contracts, accounts, general intangibles, money, instruments, documents, tenements, hereditament and appurtenances appertaining to, generated from, arising out of or belonging to the above-described properties or any part thereof (all of the aforesaid being hereinafter sometimes called the "mortgaged property").

To have and to hold the mortgaged property unto Trustee, his successors in this trust and his assigns, forever, and Grantors do hereby bind Grantors, their respective heirs, legal representatives, successors and assigns, to warrant and forever defend the mortgaged property unto Trustee, his successors and assigns, forever, against the claim or claims of all persons whomsoever claiming or to claim the same, or any part thereof.

This conveyance is made in trust, however, to secure and enforce the payment of the promissory note(s) herein described of even date herewith, executed by Grantors payable to the order of Beneficiary, such note providing in effect, that if certain defaults occur, for the payment of the unpaid principal thereof and payment of all attorney’s fees and other expenses of collection under certain circumstances, and to secure the performance of all covenants and agreements of Grantors herein.

This Deed of Trust shall secure, in addition to the Note, all funds hereafter advanced by Beneficiary to or for the benefit of Grantors, as contemplated by any covenant or provision herein contained or for any other purpose, and all other indebtedness, of whatever kind or character, owing or which may hereafter become owing by Grantors to Beneficiary, whether such indebtedness is direct or indirect, primary or secondary, fixed or contingent, or arises out of or is evidenced by note, deed of trust, open account, overdraft, endorsement, surety agreement, guaranty, otherwise, it being contemplated that Grantors may hereafter become indebted to Beneficiary in further sum or sums (all of the aforesaid, including all amounts payable under the Note, being hereafter sometimes called "said indebtedness"). Said indebtedness shall be payable at the above stated address of Beneficiary or to such other place as Beneficiary may hereafter direct in writing; and, unless otherwise provided in the instrument evidencing said indebtedness, shall bear interest at the same rate per annum as the Note bears, from date of accrual of said indebtedness until paid. In addition, any and all attorney's fees and expenses of collection payable under the terms of the Note shall be and constitute a part of said indebtedness secured hereby. This Deed of Trust shall also secure all renewals, are arrangements and extensions of any said indebtedness.

In order to better secure payment of said indebtedness, and to secure performance of Grantors’ covenants and agreements set forth herein, Grantors do hereby jointly and severally covenant and agree with Beneficiary and with Trustee as follows:

(1) Grantors shall pay all of said indebtedness, together with the interest and other appurtenant charges thereon, when the same shall become due, in accordance with the terms of the Note and all other instruments evidencing said indebtedness or evidencing any renewals, rearrangements or extensions of the same, or any part thereof.

(2) Grantors represent and warrant that they have in their own right good and indefeasible title in fee simple to the above described land, that the mortgaged property is free from encumbrance superior to the liens and security interests hereby erected, except as to the superior lien of First State Bank of Rice as referenced in the Note and accompanying Stock Purchase Agreement, and unless otherwise herein provided, and that Grantors have full right and authority to make this conveyance. Grantors agree to maintain and preserve their legal existence and all related rights, franchises and privileges. Grantors shall at all times comply with and perform all obligations under any applicable laws, statues, regulations or ordinances relating to the mortgaged property and Grantors use and operation thereof.

(3) Grantors shall keep all buildings and other property covered by this Deed of Trust insured against fire and lightning with extended coverage and against such other risks as Beneficiary may require all in amounts shall be at least equal to the lesser of either the indebtedness or 100% of full insurable value, such insurance to be written in form and with companies acceptable to Beneficiary pursuant to the Texas standard mortgagee clause, without contribution, and shall deliver the policies of insurance to Beneficiary promptly as issued. Such policies shall provide, by way of riders, endorsements or otherwise that the insurance provided thereby shall not be terminated, reduced or otherwise limited regardless of any breach of the representations and agreements set forth therein and that no such policy shall be canceled, endorsed or amended to any extent unless the issuer thereof shall have first given Beneficiary at least 30 days' prior written notice. In case Grantors fail to furnish such policies, Beneficiary at its option may procure such insurance at Grantors' expense. All renewal and substitute policies of insurance shall be delivered to the office of Beneficiary, premiums paid, at least ten (10) days before termination of the insurance protection replaced by such renewal or substituted policies. In case of loss, Beneficiary, at its option, shall be entitled to receive and retain the proceeds of the insurance policies, applying the, same toward payment of said indebtedness as Beneficiary shall see fit, or at Beneficiary's option, Beneficiary may pay the same over wholly or in part to Grantors for the repair of said building or buildings, or for the erection of a new building or buildings in their place, or for any other purpose satisfactory to Beneficiary, but Beneficiary shall not be obligated to see to proper application of any amount paid over to Grantors. If Beneficiary elects to allow payment of all or part of such proceeds to Grantors, such insurance proceeds payable to them are sufficient to pay the costs of repair and restoration of the mortgaged property, they shall promptly commence and carry out the repair, replacement, restoration and rebuilding of any and all of the mortgaged property damaged or destroyed by fire or other casualty so as to return same, to the extent practicable, to its condition immediately prior to such damage to or destruct ion thereof. Grantors shall not permit or carry on any activities within or relating to the mortgaged property that is prohibited by the terms of any insurance policy covering any part of the mortgaged property or which permits cancellation of or increase in the premium payable for any insurance policy covering any part of the mortgaged property. In the event of a foreclosure of this Deed of Trust, the purchaser of the mortgaged property shall succeed to all the rights of Grantors, including any right to unearned premiums, in and to all policies of insurance assigned and delivered to Beneficiary pursuant to the provisions of this Deed of Trust. Regardless of the types or amounts of insurance required and approved by Beneficiary, Grantors shall assign and deliver to Beneficiary all policies of insurance that insure against any loss or damage to the mortgaged property, as collateral and further security for the payment of said indebtedness . Grantors shall also obtain and maintain in force and effect such liability and other insurance policies and protection as Beneficiary may from time to time specify. All premiums on insurance policies shall be paid in the manner provided under paragraph (36) hereof, if not paid in such manner, by Grantor making payment, when due, directly to the insurance carrier.

(4) Grantor shall pay all taxes and assessments against the mortgaged property, including, without limitation, all taxes in lieu of ad valorem taxes, as the same become due and payable. In the event of the passage after date of this Deed of Trust of any law not now in force for the taxation of mortgages, deeds of trust, or indebtedness secured thereby, for State or local purposes, or the manner of the operation of any such taxes so as to affect the interest of Beneficiary, then in such event, Grantors shall bear and pay the full amount of such taxes. If Grantors fail to pay any such taxes and assessments, including, without limitation, taxes in lieu of ad valorem taxes and taxes against this Deed of Trust or said indebtedness secured hereby, Beneficiary may pay the same, together with all costs and penalties thereon, at Grantors' expense; provided, however, that if for any reason payment by Grantors of any such new or additional taxes would be unlawful or if the payment thereof would constitute usury or render said indebtedness wholly or partially usurious under any of the terms or provisions of the Note or this Deed of Trust, or otherwise, Beneficiary may, at is option, declare said indebtedness due and payable with any indebtedness unlawful or usurious deducted in which event Grantors shall concurrently therewith pay to Beneficiary the remaining lawful and nonusurious portion or balance of said taxes.

(5) All judgments, decrees and awards or payment for injury or damage to the mortgaged property, and all awards pursuant to proceedings for condemnation thereof, including interest thereon, are hereby assigned in their entirety to Beneficiary, who shall apply the same first to reimbursement of all costs and expenses incurred by Beneficiary in connection with such condemnation proceeding and the balance shall be applied to said indebtedness in such manner as it may elect; and Beneficiary is hereby authorized, in the name of Grantors, to execute and deliver valid acquittances for, and to appeal from, any such award, judgment or decree. If Beneficiary elects to allowed portion of the proceeds of any condemnation proceeding to be paid to Grantors to be used in rebuilding, restoration or repair of the mortgaged property, then the disbursement of such proceeds shall be on such terms and subject to such conditions as Beneficiary may specify. Grantors shall promptly notify Beneficiary of the institution or threatened institution of any proceeding for the condemnation of any of the mortgaged property. Beneficiary shall have the right to participate in any such condemnation proceeding.

(6) If while this trust is in force, the title of Trustee to the mortgaged property, or any part thereof, shall be endangered or shall be attacked directly or indirectly, Grantors hereby authorize Beneficiary, at Grantors' expense, shall take all necessary and proper steps to the defense of said title, including the employment of counsel, the prosecution or defense of litigation, and the compromise or discharge of claims made against said title.

(7) All costs and expenses incurred in performing and complying with Grantors' covenants set forth herein shall be borne solely by Grantors. If, in pursuance of any covenant herein contained, Beneficiary shall pay cut any money chargeable to Grantors, or subject to reimbursement by Grantors under the terms of this Deed of Trust, Grantors shall repay the same to Beneficiary immediately at the place where the Note or other indebtedness hereby secured is payable, together with interest thereon at the maximum lawful rate of interest permitted by applicable state law to be charged to and paid by Grantors from and after the date of Beneficiary's making such payment. The sum of each such payment shall be added to the indebtedness hereby secured and thereafter shall form a part of the same; and it shall be secured by this Deed of trust and by subrogation to all the rights of the person, corporation, or body politic receiving such payment.

(8) Grantors shall keep every part of the mortgaged property in first-class condition and presenting a first-class appearance, make promptly all repairs, renewals and replacements necessary to such end, prevent waste to any part of the mortgaged property, and do promptly all also necessary to such end; and Grantors shall discharge all claims for labor performed and material furnished therefor, and shall not suffer any lien of mechanics or materialmen therefor to attach to any part of the mortgaged property. Grantors shall guard every part of the mortgaged property from removal, destruction and damage, and shall not do or suffer to be done any act whereby the value of any part of the mortgaged property may be lessened. No building or other property now or hereafter covered by the lien of this Deed of Trust shall be removed, demolished or materially altered or enlarged, nor shall any new building be constructed, without the prior written consent of Beneficiary. Grantors shall not initiate, join in, or consent to any change in any private restrictive covenants, zoning ordinances or other public or private restrictions limiting or defining the uses that may be made of the mortgaged property or any part thereof without the prior written consent of Beneficiary. Beneficiary and its agents or representatives shall have access to the mortgaged property at all reasonable times in order to inspect same and verify Grantors' compliance with their duties and obligations under this document.

(9) Grantors shall not grant any easement or right-of-way whatsoever with respect to any of the mortgaged property without the joinder therein of Beneficiary, or rent or lease any of the mortgaged property for any purpose whatsoever for a longer period than three (3) years without the prior written consent of Beneficiary.

(10) In the event the ownership of the mortgaged property or any part thereof becomes vested in a person other than Grantors, Beneficiary may, without notice to Grantors and without waiving Beneficiary's rights under paragraph (29), deal with such successor or successors in interest with reference to this Deed of Trust and to said indebtedness in the same manner as with Grantors, without in any way vitiating or discharging Grantors' liability hereunder or upon said indebtedness. No sale of the mortgaged property and no forbearance on the part of Beneficiary, and no extension of the time for the payment of said indebtedness, given by Beneficiary, shall operate to release, discharge, modify, change or effect, either in whole or in part, any original liability of Grantors or t ha liability of the guarantors or sureties of Grantors or of any other party liable for payment of said indebtedness or any part thereof.

(11) In the event Grantors shall default in the prompt payment, when due, of said indebtedness secured hereby, or any part thereof, or fail to keep and perform any of the covenants or agreements contained herein or in any other document securing payment of the indebtedness secured hereby or in the event Grantors or any person liable for said indebtedness, or any part thereof, files a voluntary petition in bankruptcy or for corporate reorganization makes an assignment for the benefit of any creditor, or is adjudicated a bankrupt or insolvent, or if the mortgaged property or any property owned by a person liable for said indebtedness is placed under control or in the custody of any court receiver or if the Grantors abandon any of the mortgaged property, then, in any such event, Beneficiary may declare the entire unpaid indebtedness secured hereby immediately due and payable (GRANTORS SPECIFICALLY WAIVE THE REQUIREMENT FOR PRESENTMENT, DEMAND FOR PAYMENT, AND NOTICE OF INTENT TO ACCELERATE MATURITY) except to the extent otherwise provided in the Note.

(12) All the covenants and agreements of Grantors set forth herein shall survive the execution and delivery of this document and shall continually in force until the indebtedness is paid in full. Accordingly, if Grantors shall perform faithfully each and 11 of the covenants and agreements herein contained, then, and then only, this conveyance shall become null and void and shall be released in due form, upon Grantors' written request and at Grantors' expense. Otherwise, it shall remain in full force and effect. No release of this conveyance or the lien thereof shall be valid unless executed by Beneficiary.

(13) If Grantors shall fail to perform faithfully any covenant or agreement herein contained, Grantors hereby authorize and empower Trustee, and each and all of his successors in this trust, at the request of Beneficiary, at any time when Grantors shall be in default in the performance of any such covenant or agreement, to sell the mortgaged property at public venue to the highest bidder, for cash, at the door of the County Courthouse of the county of Texas in which the mortgaged property or any part thereof is situated, as herein described, between the hours of 10:00 a.m. and 4:00 p.m. of the first Tuesday of any month, after advertising the time, place and terms of said sale, and the mortgaged property to be sold, and mailing and filing notices as required by Section 51.002, Texas Property Code, as then amended and if such property is in more than one county, one such notice of sale shall be posted at the Court house door of and a copy filed in each county in which part of such property is situated and such property may be sold at the court house door of any one of such counties, and the notice so posted shall designate in which county such property shall be sold. In addition to such posting of notice, the holder of the indebtedness hereby secured shall serve notice as required by Section 51.002, Texas Property Codes then amended on Grantors and on each other debt or, if any, obligated to pay the indebtedness hereby secured according to records of such holder. The affidavit of any person having knowledge of the facts to the effect that such service was completed shall be prima facie evidence of the fact of service. Grantors agree that no notice of any sale other than to the address of Grantors set out herein shall be required, and agree that such address shall be changed only by depositing notice of such change, enclosed in postpaid wrapper, in a post office or official depository under the care and custody of the United States Postal Service, certified mail postage prepaid, return receipt requested, addressed to Beneficiary at the address for Beneficiary set out herein (or to such other address as Beneficiary may have designated by notice given as above provided to Grantors and such other debtors), any such notice of change of address of Grantors or other debtors shall be effective upon receipt by Beneficiary. Any change of address of Beneficiary shall be effective three (3) business days after deposit thereof in the above described manner in the care and custody of the United States Postal Service. Grantors do hereby authorize and empower Trustee, and each and all of the successors in this trust, to sell the mortgaged property, or any interest or estate in the mortgaged property together or in lots or parcels, as such Trustee shall deem expedient, and to execute and deliver to the purchaser or purchasers of the mortgaged property, good and sufficient deed or deeds of conveyance thereof and bills of sale with covenants of general warranty binding on Grantors and Grantors’ respective heirs, legal representatives, successors and assigns. Trustee making such sale shall receive the proceeds thereof and shall apply the same as follows: (i) he shall pay the reasonable expense of executing this trust, including a commission to himself of five percent (5%) of the gross proceeds of the sale; (ii) after paying such expenses, he shall pay so far as may be possible the indebtedness hereby secured, discharging first that portion of said indebtedness arising under the covenant s or agreements herein contained and not evidenced by the Note; (iii) he shall pay the residue, if any, to Grantors, their respective heirs, legal representatives, successors or assigns, Payment of the purchase price to Trustee shall satisfy the obligation of the purchaser at such sale therefore, and he shall not be bound to look after the application thereof.

(14) Beneficiary in any event is hereby authorized to appoint a substitute trustee, or a successor trustee, to act instead of the trustee named herein without other formality than the designation in writing of a substitute or successor trustee; and the authority hereby conferred shall extend to the appointment of other successor and substitute trustees successively until the indebtedness here by secured has been paid in full, or until said property is sold hereunder, and each substitute and successor trustee shall succeed to all of the rights and powers of the original trustee named herein. Such appointment may be executed by any authorized agent of Beneficiary; and if Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation, Grantors, severally, hereby ratify and confirm any and all acts that Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof. Grantors hereby agree, on behalf of Grantors and Grantors' respective heirs, legal representatives, successors and assigns, that the recitals contained in any deed or deeds or other instrument executed in due from by any Trustee or substitute trustee, acting under the provisions of this instrument, shall be prima facie evidence of the facts recited, and that it shall not be necessary to prove in any court, otherwise that by such recitals, the existence of the facts essential to authorize the execution and delivery of such deed or deeds or other instrument and the passing of title thereby, and all prerequisites and requirements of any sale or sales shall be conclusively presumed to have been performed, and all persons subsequently dealing with the mortgaged property purported to be conveyed by such deed or deeds or other instrument, including without limitation, the purchaser or purchasers thereof, shall be fully protected in relying upon the truthfulness of such recitals.

(15) The purchaser at any trustee's or foreclosure sale hereunder may disaffirm any easement granted, or rental or lease contract made, in violation of any provision of this Deed of Trust, unless consented to in writing by Beneficiary, and may take immediate possession of the mortgaged property free from, and despite the terms of, such grant of easement and rental or lease contract.

(16) Beneficiary may bid and being the highest bidder therefor, become the purchaser of any or all of the mortgaged property at any trustee's or foreclosure sale hereunder and shall have the right to credit the amount of the bid upon the amount of the indebtedness owing to Beneficiary, in lieu of cash payment.

(17) Grantors hereby authorize Beneficiary, if and whenever it shall desire, to demand and receive, in Grantors' right, all sums that may become due under any and each oil, gas, mineral or other lease, rental contract and easement contract pertaining to all or any part of the mortgaged property, and when received to apply the same on said indebtedness. No demand for, and no receipt of application of, any such sum shall be deemed to minimize, subordinate or affect in any way the lien, security interest or right s hereunder of Beneficiary, or any rights of a Purchaser of the mortgaged property at a trustee's or foreclosures hereunder, as against the person from whom such sum was demanded or received, or his legal representatives, successors or assigns, or anyone claiming under such lease, rent al or easement contract.

(18) Any part of the mortgaged property may be released by Beneficiary without affecting the lien, security interest and right s hereof against the remainder. The lien, security interest and rights hereby granted shall not affect or be affected by any other security taken for the said indebtedness or any part thereof. The taking of additional security, or the extension or renewal of said indebtedness or any part thereof, shall at no time release or impair the lien, security interest and rights granted hereby, or affect the liability of any endorser, guarantor or surety, or improve the right of any junior lienholder; and this Deed of Trust, as well as any instrument given to secure any renewal or extension of said indebtedness, or any part hereof, shall be and remain first and prior lien and security interest on all of the mortgaged property not expressly released, until the said indebtedness is completely paid.

(19) To further secure said indebtedness, Grantors hereby grant a security interest to Beneficiary in and to all personal property hereinabove described (all of such personal property and the proceeds thereof being herein called the "collateral", but the mention of proceeds of collateral herein shall not be construed as an authorization for the sale or surrender by Grantors of collateral and collateral as used in this Deed of Trust shall be included in the term "mortgaged property" when used herein). This document shall constitute a SECURITY AGREEMENT as well as a mortgage and deed of trust. The following applies with respect to collateral:

(A) In addition to and cumulative of any other remedies granted in this Deed of Trust to Beneficiary, Beneficiary may, upon default hereunder, proceed under Chapter 9 of the Texas Business and Commerce Code as now adopted and existing and as it may hereafter be amended or succeeded (hereinafter called "Uniform Commercial Code") as to all or any part of the collateral and shall have and may exercise with respect to all or any part of the collateral all of the rights, remedies and powers of a secured part under the Uniform Commercial Code, including, without limitation, the right and power to repossess, retain and to sell at public or private sale or sales, or otherwise dispose of, lease or utilize the collateral or any part thereof and to dispose of the proceeds in any manner authorized or permitted under the applicable provisions of the Uniform Commercial Code, and to apply the proceeds thereof toward payment of Beneficiary's reasonable attorneys' fees and other expenses and costs of pursuing, searching for receiving, taking, keeping, storing, advertising, and selling the collateral thereby incurred by Beneficiary, and toward payment of said indebtedness in such order and manner as Beneficiary may elect consistent with the provisions of the Uniform Commercial Code Nothing in this paragraph shall be construed to impair or limit any other right or power to which Beneficiary may be entitled at law or in equity.

(B) Among the rights of Beneficiary upon default and acceleration of the indebtedness pursuant to the provisions hereof, and without limitation, Beneficiary shall have the right (but not the obligation), without being deemed guilty of trespass and without liability for damage thereby occasioned, (i) to enter upon any premises where said collateral may be situated and take possession of the collateral, or render it unusable or dispose of the collateral on Grantors' premises, and Grantors agree not to resist or to interfere, and (ii) to take any action deemed necessary or appropriate or desirable by Beneficiary at Beneficiary's option and in its discretion, to repair, refurbish or otherwise prepare the collateral for sale, lease or other use or disposition as herein authorized. Beneficiary may at Beneficiary's discretion require Grantors to assemble the collateral and make it available to Beneficiary at a place designated by Beneficiary that is reasonably convenient to both parties.

(C) Beneficiary shall give Grantors notice, by certified mail, postage prepaid, of the time and place of any public sale of any of the collateral or of the time which any private sale or other intended disposition thereof is to be made by sending notice to Grantors at the addresses of Grantors set out herein at least five (5) days before the time of the sale or other disposition, which provisions for notice Grantors and Beneficiary agree are reasonable; provided, however, that nothing herein shall preclude Beneficiary from proceeding as to both real and personal property in accordance with Beneficiary's rights and remedies in respect to real property as provided in the Uniform Commercial Code, and without any notice to Grantors except for the notices provided for in paragraph (13) hereof.

(D) To the extent such may now or hereafter be permitted under Texas law, Beneficiary is authorized to execute and file financing statements and continuation statements under the Uniform Commercial Code with respect to the collateral without joinder of Grantors in such execution or filing. Grantors shall execute and deliver to Beneficiary such financing statements, continuation statements and other documents relating to the collateral as Beneficiary may reasonably request from time to time to preserve and maintain the priority of the security interest created by this Deed of Trust and shall pay to the Beneficiary on demand any expenses and attorneys' fees incurred by Beneficiary in connection with the preparation, execution, and filing of this Deed of Trust and of any financing statements, continuation statements, partial releases, termination statements or other documents necessary or desirable to continue or confirm Beneficiary’s security interest or any modification thereof. This document, and any carbon, photographic or other reproduction of this document may be filed by Beneficiary and shall be sufficient as a financing statement. All or part of the collateral is or is to become fixtures on the real estate constituting a portion of the mortgaged property, but this statement shall not impair or limit the effectiveness of this document as a security agreement or financing for other purposes, and this Deed of Trust shall constitute a fixture financing statement, and, as such, shall be filed for record in the real estate records of the county in which the land covered hereby is located. Grantors shall not change Grantors' name without the prior express written consent of Beneficiary. The name of the record owner of the land covered hereby is the party or parties herein as Grantors.

(E) Unless otherwise disclosed to Beneficiary as herein provided, Grantors agree that, except for the security interest granted hereby in the collateral, Grantors are the owners of the collateral free of any adverse claim, security interest or encumbrance, and Grantors shall defend the collateral against all claims and demands of any person at any time claiming the same or any interest therein. Grantors have not heretofore signed any financing statement and no financing statement signed by Grantors is now on file in any public office except those statements, true and correct copies of which have been delivered to Beneficiary. So long as any amount remains unpaid on said indebtedness, Grantors shall not execute and there shall not be filed in any public office any such financing statement or statements affecting the collateral other than financing statements in favor of Beneficiary hereunder.

(F) The security interest granted herein shall not be construed or deemed to constitute Beneficiary or Trustee as a trustee or mortgagee in possession of the mortgaged property so as to obligate Beneficiary or Trustee to lease the mortgaged property or attempt to do the same, or to take any action, incur any expenses or perform or discharge any obligation, duty or liability with respect to the mortgaged property or any part thereof or otherwise.

(20) In addition to and cumulative of any other remedies granted in the Deed of Trust, the real property, improvements, personal property, leases, rents and other collateral or security comprising the mortgaged property may be sold in one or more public sales pursuant to Texas Property Code §51.002 and the Texas UCC. Beneficiary shall be entitled to foreclose its security interests against the personal property in accordance with any other rights and remedies Beneficiary may have as a secured party under the Texas UCC. Provided, however, unless Beneficiary notifies Grantors to the contrary, Grantors agree that Beneficiary and Trustee shall proceed under Texas UCC §9.604 (relating to a security agreement covering both real and person.al property), and title to all of the Property shall be conveyed to the purchaser at such public sale, including without limitation the real property, improvements, personal property, leases, rents, and other collateral or security comprising the mortgaged property. Grantors agree that notice of sale of the mortgaged property provided in this paragraph and pursuant to Texas Property Code §51.002 is and shall constitute commercially reasonable notice of the sale of the mortgaged property.

(21) The invalidity, or unenforceability in particular circumstances, of any provision of this Deed of Trust shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby. It is the intention of the parties hereto to comply with the usual laws of the State of Texas; accordingly, it is agreed that notwithstanding any provisions to the contrary in the Note or any instrument evidencing said indebtedness; in this Deed of Trust or in any of the documents or instruments securing payment of said indebtedness or otherwise relating thereto that in no event shall the Note or such documents require the payment or permit the collection of interest in excess of the maximum amount permitted by such laws. If any such excess of interest is contracted for, charged or received, under the Note or any instrument evidencing said indebtedness, under this Deed of Trust or under the terms of any other documents securing payment of said indebtedness or otherwise relating thereto, or in the event the maturity of any of said indebtedness is accelerated in whole or in part, or in the event that all or part of the principal or interest of said indebtedness shall be prepaid, so that under any of such circumstances, the amount of interest contracted for charged or received, under the Note or any instrument evidencing said indebtedness, under this Deed of Trust or under any of the instruments securing payment of said indebtedness or otherwise relating thereto, on the amount of principal actually outstanding from time to time under the Note and other instruments evidencing said indebtedness, shall exceed the maximum amount of interest permitted by the usury laws of the State of Texas, then in any such event (a)the provisions of this paragraph shall govern and control, (b)neither Grantors nor any other person or entity now or hereafter liable for the payment of the Note or any instrument evidencing said indebtedness shall be obligated to pay the amount of such interest to the extent that is in excess of the maximum amount of interest permitted by the usury laws of the State of Texas any such excess that may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to Grantors, at the holder's option, and (c) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under the usury laws of the State of Texas as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received under the Note, or any instrument evidencing said indebtedness, under this Deed of Trust or under such other documents that are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by the laws of the State of Texas, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loans evidenced by the Note or the instruments evidencing said indebtedness, all interest at any time contracted for, charged or received from Grantors or otherwise by the holder or holders hereof in connection with such loans.

(22) Grantors, or Grantors' respective heirs, legal representatives, successors or assigns, shall not have or assert, and do hereby waive, any right, under any statute or rule of law pertaining to the marshaling of assets, a sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents, or other matter whatsoever, to defeat, reduce or affect the lien, security interest and rights of Beneficiary, under the terms of this Deed of Trust, to a sale of the mortgaged property for the collection of said indebtedness (without any prior or different resort for collection), or the right of Beneficiary, under the terms of this Deed of Trust, to the payment of said indebtedness out of the proceeds of sale of the mortgaged property in preference to every other person and claimant (only reasonable expenses as aforesaid being first deducted).

(23) It is agreed that if default be made in the payment of any installment of the Note or other indebtedness secured by this Deed of Trust, or in the observance or performance of any covenant or agreement of Grantors contained or referred to herein, the holder of said indebtedness or any part thereof under which such default occurs shall have the option after the giving of any notice required by the Note, if any, to proceed with foreclosure in satisfaction of such item either through the courts or by directing Trustee or his successors in trust to proceed as if under a full foreclosure, conducting the sale as herein provided, and without declaring the whole indebtedness due, and provided that if sale is made because of default of an installment, or a part of an installment, such sale may be made subject to the unmatured part of the Note or other indebtedness secured by this Deed of Trust; and it is agreed that such sale, if so made, shall not in any manner affect the unmatured portion of said indebtedness, but as to such unmatured portion of said indebtedness, this Deed of Trust shall remain in full force and effect just as though no sale had been made under the provisions of this paragraph. It is further agreed that several sales may be made hereunder without exhausting the right of sale for any unmatured portion of said indebtedness, it being the intention of the parties hereto to provide for a foreclosure and sale of the security for any matured portion of said indebtedness without exhausting the power to foreclose and to sell the security for any other portion of said indebtedness whether matured at the time or subsequently maturing. It is agreed that an assignee holding any installment or part of any installment of the Note or other indebtedness secured hereby shall have the same powers as are hereby conferred on the holder of said indebtedness to proceed with foreclosure on a matured installment or installments, and also to require Trustee or successors in trust to sell the mortgaged property or any part hereof; but if an assignee forecloses or causes a sale to be made to satisfy any installment, part of an installment, or installments, then such foreclosure of sale shall be made subject to all of the terms and provisions hereof with respect to the unmatured part of the Note and other indebtedness secured hereby owned by the then holder of such indebtedness.

(24) It is expressly agreed that (i) no waiver of any default on the part of Grantors or breach of any of the provisions of this Deed of Trust shall be considered a waiver of any other or subsequent d e fault or breach, and no delay or omission in exercising or enforcing the rights and powers herein granted shall be construed as a waiver of such rights and powers, and likewise no exercise or enforcement of any rights or powers hereunder shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time; (ii) any failure by Beneficiary to insist upon the strict performance by Grantors of any of the terms and provision hereof shall not be deemed to be a waiver of any of the terms and provisions hereof, and Beneficiary not withstanding any such failure, shall have the right thereafter to insist upon the strict performance by Grantors of any and all of the terms and previsions of this Deed of Trust; (iii) neither Grantors nor any other person now or hereafter obligated for the payment of the whole or any part of said indebtedness shall be relieved of such obligation by reason of the failure of Beneficiary or Trustee to comply with any request of Grantors, or of any other person so obligated, to take act ion to foreclose this Deed of Trust or otherwise enforce any of the provisions of this Deed of Trust or any obligations secured by this Deed of Trust, or by reason of the subordination in whole or in part by Beneficiary of the lien, security interest or rights evidenced hereby, or by reason of any agreement or stipulation with any subsequent owner or owners of the mortgaged property extending the time of payment or modifying the terms of said indebtedness or this Deed of Trust without first having obtained the consent of Grantors of such other person, and, in the latter event, Grantors and all such persons shall continue liable to make such payments according to the terms of any such agreement of extension or modification unless expressly released and discharged in writing by Beneficiary: (iv) regardless of consideration, and without the necessity for any notice to or consent by the holder of any subordinate lien or security interest on the mortgaged property, Beneficiary may release the obligation of anyone at any time liable for any of said indebtedness or any part of the security held for said indebtedness and may extend the time of payment or otherwise modify the terms of said indebtedness and of this Deed of Trust without, as to the security or the remainder thereof, in anywise impairing or affecting the lien or security interest of this Deed of Trust or the priority of such lien or security interest, security for the payment of said indebtedness as it may be so extended or modified, over any subordinate lien or security interest; (v) the holder of any subordinate lien or security interest shall have no right to terminate any le se affecting the mortgaged property whether or not such lease be subordinate to this Deed of Trust; and (vi) Beneficiary may resort for the payment of said indebtedness to any security therefor held by Beneficiary in such order and manner as Beneficiary may elect.

(25) In the event that there be a Trustee's sale hereunder, and, if at the time of such sale, Grantors, or their heirs, legal representative, successors or assigns, are occupying the mortgaged property so sold, each and all shall immediately become tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either tenant or landlord, at a reasonable rental per day based upon the value of said property, such rental to be due daily to the purchaser. An action of forcible detainer and/or any other legal proceedings shall lie if the tenant shall hold over after a demand in writing for possession of said property; and this agreement and Trustee's deed shall constitute a lease and agreement under which the tenant’s possession, each and all arose and continued.

(26) In the event any portion of said indebtedness is not, for any reason whatsoever, secured by this Deed of Trust on the mortgaged property, the full amount of all payments made on said indebtedness shall first be applied to such unsecured portion of said indebtedness until the same has been fully paid.

(27) Notwithstanding anything to the contrary herein contained, Grantors have GRANTED, BARGAINED, ASSIGNED, TRANSFERRED, SET OVER, SOLD and CONVEYED, and by these presents does GRANT, BARGAIN, ASSIGN, TRANSFER, SET OVER, SELL and CONVEY, all existing or future leases or rental agreements (hereinafter referred to as “Leases”) and all existing or future rents, royalties, income and profits (hereinafter referred to as "Rents" of the mortgaged property unto Beneficiary; TO HAVE AND TO HOLD the Leases and the Rents unto Beneficiary, forever, and Grantors do hereby bind themselves, their heirs, executors, administrators, successors, and assigns to warrant and forever defend the title to the Leases and the Rents unto Beneficiary against every person whomsoever lawfully claiming or to claim the same or any part thereof. Grantors and Beneficiary intend this assignment to be absolute, unconditional and presently effective, and not an assignment for additional security only. Beneficiary hereby grants to Grantors a limited license (the “License”) to exercise and enjoy all the rights and benefits of the landlord or lessor of the Leases and the Rents, including without limitation, the right to collect, demand, sue for attach, levy, recover, and receive the Rents, as and when, but not before, they become due and payable, and to give proper receipts, releases, and acquittances therefor. Grantors hereby agree to receive all Rents and hold the same as a trust fund to be applied, and to apply the Rents so collected, first to the payment of the Indebtedness, next to the payment of the taxes and assessments on the Property and the insurance premiums required by the terms of the Loan Documents and then to the costs of maintaining, repairing and operating the Property pursuant to the requirements of the Loan Documents and the Leases. Thereafter, Grantors may use the balance of the Rents collected in any manner not inconsistent with the Loan Documents. Upon the occurrence of an Event of Default Beneficiary shall have the complete right, power and authority hereunder then or thereafter to terminate the License and then and thereafter, without taking possession of the Property in Grantors' name to collect, demand sue for, attach levy, recover and receive the Rents and to give proper receipts, releases and acquittances therefor, and after deducting all reasonably incurred costs and expenses of operation and collection, including reasonable attorney’s fees, to apply the net proceeds thereof in reduction or repayment of the Indebtedness in such order of priority as Beneficiary may determine in its sole discretion. Upon Beneficiary's termination of the License, and without regard to the adequacy of the security, with or without any action or proceeding through any person or by any agent, Beneficiary may and shall have the complete right power and authority hereunder, then or thereafter, to answer upon, the possession of, manage and operate the Property, or any part thereof; to make, modify enforce, cancel or accept surrender of any Lease; to remove and evict any tenant or lessee under any of the Leases; to increase or decrease the Rents; and to decorate, clean and repair and otherwise do any act or incur any cost or expense which Beneficiary may deem reasonably necessary to protect the status and value of the Property. Grantors shall (i) submit the Leases to Beneficiary for approval prior to the execution thereof, (ii) perform and comply with any and all representations, warranties, covenants, and agreements expressed as binding upon the landlord or lessor under any Lease,(iii) maintain each of the Leases in full force and effect during the term thereof (iv) appear in and defend any action or proceeding in any manner connected with any of the Leases, and (v) deliver to Beneficiary copies of the Leases and such further information, and execute and deliver to Beneficiary such further assurances and assignments with respect to the Leases, as Beneficiary may from time to time request. Without Beneficiary’s prior written consent, Grantors shall not (i) do or knowingly permit to be done anything to impair the value of any of the Leases, (ii) except for security or similar deposits, collect any of the Rent more than one month in advance of the time when the same becomes due under the terms of any Lease, (iii) discount any future accruing Rents, (iv) amend modify, or, terminate any of the Leases or (v) assign or grant a security interest in or to any of the Leases or the Rents.

(28) This Assignment shall not be deemed or construed to constitute Beneficiary as a "mortgagee in possession” of the Property, to obligate Beneficiary to lease the Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. So long as any part of the Indebtedness remains unpaid, the fee and leasehold estates to the Property shall not merge but rather shall remain separate and distinct, notwithstanding the union of such estates either in Grantors’ Beneficiary, any tenant or Lessee, or any third party purchase or otherwise. Grantors shall indemnify and hold harmless Beneficiary and Trustee from and against any and all liability, loss, cost, damage, or Expense which Beneficiary or Trustee may incur under or by reason of this assignment, or for any action taken by Beneficiary and/or Trustee hereunder, or by reason of or in defense of any and all claims and demands whatsoever which may be asserted against Beneficiary and/or Trustee arising out of the Leases or with respect to the Rents regardless of whether the claims or causes of action of whatever nature re founded in whole or in part upon the negligence (either act or omission) of Beneficiary or Trustee. In the event Beneficiary and/or Trustee incurs any such liability, loss, cost, damages or expense, the amount thereof together with all reasonable attorneys' fees shall be payable by Grantors to Beneficiary and/or Trustee immediately, without demand, and shall be deemed a part of the Indebtedness. The Rents shall be deemed earned over the entire period to which they relate, without regard to when the Rents are paid or uncollected. Upon the sale of the Property pursuant to the Loan Documents, by foreclosure or otherwise, any of the Rent s which are properly allocable to a period of time following such sale shall be conveyed to the purchaser at such sale, and Grantors shall pay the amount thereof immediately upon demand therefor. Upon payment in full of the Indebtedness, and performance of all obligations secured by the Loan Documents, this assignment shall terminate and be of no further force and effect, and all rights, titles, and interests conveyed pursuant to this assignment shall become vested in Grantors without the necessity of any further act or requirement by Grantors, Trustee, or Beneficiary.

(29) To the extent that proceeds of the Note are used to pay any prior indebtedness secured by the outstanding lien, security interest, charge or prior encumbrance against the mortgaged property, such proceeds have been advanced by Beneficiary a t Grantors' request; and Beneficiary shall be subrogated to any and all rights, powers, equities, liens and security interests owned or granted by any owner or holder of such prior indebtedness, irrespective or whet her said security interests, lien, charges or encumbrances are released of record.

(30) It shall be a default hereunder if the mortgaged property, or any part thereof, or any interest therein, (other than items of personalty which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes having a value equal to or greater than the replaced items when new) shall become vested in any party other than Grantors, whether by operation of law or otherwise, without the prior written consent of Beneficiary, which consent may be withheld at Beneficiary's sole option and discretion. If Beneficiary should give its prior written consent to any sale or conveyance of the mortgaged property, Grantors will not sell all or any portion of the mortgaged property unless the purchaser, as a part of the consideration, shall, at the option of Beneficiary, either (a) expressly agree to assume the payment of the indebtedness hereby secured or (b) expressly agree that the title and rights of such purchaser are and shall remain unconditionally subject to all of the terms of this Deed of Trust for the complete fulfillment of all obligations of the Grantors of this Deed of Trust hereunder, and unless also, the deed shall expressly set forth such agreement of the purchaser; neither will Grantors grant any easement, create any subdivision or plat nor create any restrictive covenant whatsoever with respect to any of the mortgaged property without the joinder herein of Beneficiary, or rent or lease any of the mort gaged property for any purpose whatsoever for a period longer than three (3) years without the prior written consent of Beneficiary, which consent may be withheld at Beneficiary's sole option and discretion. With respect to any Grantors that is a corporation, partnership or entity other than an individual, it shall constitute a default hereunder if there is a change in ownership of more than fifty (50%) percent of the ownership of such entity.

(31) Any consent by Beneficiary to the transfer of title to the mortgaged property may be predicated upon any terms, conditions, and covenants deemed advisable or necessary in the sole discretion of Beneficiary, including but not limited to the right to change the interest rate, date of maturity and monthly payments and shall be conditioned upon receipt of a fee not exceeding one percent (1%) of the original principal sum of the Note, subject to the provisions of paragraph (24) hereof, if applicable.

(32) Grantors shall, upon request of Beneficiary, deliver to Beneficiary within sixty (60) days after the end of each calendar year, then current annual statements and financial information applicable to such calendar year, specifically including but not limited to operating statements and balance sheet itemizing the income and expenses of Grantors and the mortgaged property and financial statements of Grantors (and each of them all in detail satisfactory to Beneficiary and pr0pared by independent auditors or accountants. In addition, Grantors shall from time to time upon request of Beneficiary deliver to Beneficiary (promptly after preparation and/or receipt of same) copies of any and all other financial information or report s related to Grantors, their assets, liabilities or operations, whether audited or unaudited.

(33) Grantors covenant that (a) no toxic or hazardous substances, including, without limitation, asbestos and the group of organic compound known as polychlorinated biphenyls, shall be generated, treated, stored, or disposed of, or otherwise deposited in or located on the mortgaged property, including, without limitation, the surface and subsurface waters of the mortgaged property, (b) no activity shall be undertaken on the mortgaged property which would cause (i) the mortgaged property to become a hazardous waste treatment, storage, or disposal facility within the meaning of, or otherwise bring the mortgaged property within the ambit of, the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section 6901, et seq., as amended, or any similar state law or local ordinance or other environmental law, (ii) a release or threatened release of a hazardous substance from or to the mortgaged property within the meaning of, or otherwise bring the mortgaged property within the ambit of, the Comprehensive Environmental Response, Compensation and Liability Act of 1980

) ,

("CERCLA”) 11 42 U.S.C Section 9601-9657, as amended, or any similar state law or local ordinance or any other environmental law, or (iii) the discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. Section 1251, et seq., or the Clean Air Act, 42 U.S.C., Section 74 01, et seq., or any similar state law or local ordinance or any other environmental law c) there shall be no substance or conditions in or on the mortgaged property which may support a claim or cause or action under RCRA, CERCLA, or any other federal, state, or local environmental statutes, regulations ordinances, or other environmental regulations, requirements, and d) there shall be no underground storage tanks located on the mortgaged property. As used in this Article VI, the terms "hazardous substance" and "release" shall have the meanings specified in CERCLA and the terms "solid waste" and "disposal" (or "disposed") shall have the meanings specified in RCRA; provided, in the event either CERCLA OR RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment, and provided further, to the extent that the laws of the State of Texas establish a meaning for such terms which is broader than that specified in either CERCLA or RCRA, such broader meanings shall apply. Grantors warrant and represents to Beneficiary that (a) the mortgaged property and Grantors are not in violation of or subject to any existing, pending, or, to Grantors' knowledge, threatened investigation or inquiry by any governmental authority and are not subject to any remedial obligations under RCRA, CERCLA, or any other federal, state, or local environmental statute, regulation, or ordinance, and (b) Grantors have taken all steps necessary to determine, and has determined, that no hazardous substances or solid wastes have been disposed of or otherwise released on or to the mortgaged property. Grantors agree to indemnify and to hold Beneficiary harmless from and against, and to reimburse Beneficiary with respect to, any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Beneficiary at any time or from time to time by reason or arising out of any violation of CERCLA, RCRA, or any other federal, state, or local environmental statute, regulation, or ordinance (including, without limitation, all claims, demands, loss, damage, liabilities, costs, and expenses in connection with the presence on the mortgaged property or release from or to the mortgaged property of hazardous substances or solid wastes disposed of or otherwise released, regardless of whether or not the act, omission, event, or circumstances constituted a violation of applicable law at the time of existence or occurrence.

(34) In the event that Grantors abandon the mortgage property, Beneficiary is granted the right to take possession of the mortgage property, to remove and evict any trespasser or person occupying same, and to clean, repair and otherwise do any act or incur any cost or expenses which Beneficiary may deem reasonably necessary to protect the status and value of the mortgage property. In the event that Beneficiary exercises this right to take possession of the mortgage property, such action shall not be deemed or construed to constitute Beneficiary as a "mortgagee in possession" of the property. The term "abandon” as used in this Deed of Trust shall mean to leave any main structure or improvement, whet her residential or commercial, vacant and unoccupied by either Grantors or Grantors' tenants for a period of five (5) days without giving 8eneficiary prior written notice of the reason for the vacancy and the precautions taken by Grantors to protect and preserve the mortgage property.

(35) In the event Beneficiary shall elect to invoke any of the rights or remedies provided for herein, but shall thereafter determine to withdraw or discontinue same for any reason, it shall have the unqualified right to do so, whereupon all parties shall be automatically restored and returned to their respective positions regarding the indebtedness and this document as shall have existed prior to the invocation of Beneficiary's rights hereunder and the rights, powers and remedies of Beneficiary hereunder shall be and remain in full force and effect.

(36) Grantors agree that they shall execute and deliver such other and further documents, and do and perform such other act s as ma y be reasonably necessary and proper to carry out the intention of the parties as herein expressed and to effect the purposes of this document and the loan transaction referred to herein. Without limitation of the foregoing, Grantors agree to execute and deliver such documents as may be necessary to cause the liens and security interests granted hereby to cover and apply to any property placed in, on or about the mortgaged property in addition to, or replacement or substitute for any of the mortgaged property.

(37) The covenants herein contained shall inure to the benefit of Beneficiary and Trustee, their heirs, legal representatives, successors and assigns and shall be binding upon the respective heirs, legal representatives, successors and assigns of Grantors, but nothing in this paragraph shall constitute an authorization for Grantors to sell or in any way dispose of the mortgaged property or any part thereof if otherwise prohibited by any of the terms hereof.

(38) Wherever used in this document, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, the words "Deed of Trust" shall mean this Deed of Trust and Security Agreement and any supplement or supplement s hereto; the word "Grantors" shall mean "Grantors, their respective heirs, legal representatives, successors and assigns, and/or any subsequent owner or owners of the mortgaged property"; the word "Beneficiary" shall mean "Beneficiary or any subsequent lawful holder or holders of the Note or other indebtedness secured hereby"; the word “Note" shall mean "Note secured by this Deed of Trust and any renewals, extensions and rearrangement thereof"; the word “person” shall mean "an individual, corporation, trust, partnership or unincorporated association"; and the pronouns of any gender shall include the other genders; and either singular or plural shall include the other.

(39) THIS DEED OF TRUST IS ALSO BEING FILED AS A "MORTGAGE" AND "FINANCING STATEMENT" under the Uniform Commercial Code. Executed this 24 day of June, 2015.

C.C. CRAWFORD RETREADING COMPANY, INC., a Texas corporation

By: /s/ Clayton Carter

Acknowledgement

STATE OF TEXAS

COUNTY OF DALLAS

This instrument was acknowledged before me on the 24_day of June, 2015 by, Director of C.C. Crawford Retreading Company, Inc. a Texas corporation.

/s/ Christen Fox

_______________________________________________________________

Notary Public for the State of Texas

EXHIBIT E

June 22, 2015

To Whom It May Concern

Re: Infinity Web Systems, Inc. 401(k) Profit Sharing Plan

As the Third Party Administrator, I can verify that the above named Plan is Qualified and in good standing with all relevant governing agencies.

The named Trustees of the Plan are Charles R. Cronin, Jr. and Sheryl Cronin. As Trustees, they have full discretion and authority with regard to the investment of the Trust Fund. Under the terms of the Plan Document, they (as Trustees) are empowered to invest, consistent with and subject to, Applicable Law any part or all of the Trust Fund with a variety of investment options they deem appropriate.

Sincerely,

/s/ Michael Gossard

Michael Gossard, CPC

Director of Administration

EXHIBIT F

AFFIDAVIT

STATE OF TEXAS

COUNTY OF ELLIS

BEFORE ME, the undersigned authority on this day appeared DIRK CRAWFORD, who after being by me duly sworn, on oath deposes and says:

My name is Dirk Crawford.

I am over the age of 18 and am a resident of the State of Texas. I have personal knowledge of the facts herein and if called as a witness could testify competently thereto.

I am the President of C. C. Crawford Retreading Company, Inc. (“CTR”), a Texas corporation. I have been in this position for 15 years.

CTR is located at 101 West Avenue D, Ennis, Texas.

To the best of my knowledge, all permits and government licenses necessary to operate CTR at this location are valid and active.

To the best of my knowledge, all permits and government licenses necessary to transport and store tires are valid and active.

To the best of my knowledge, CTR has not received any notification of health or safety code violations within the past two years.

To the best of my knowledge, CTR has not received any notifications of environmental violations within the past two years.

To the best of my knowledge, CTR has no pending or threatened governmental or administrative proceedings or investigations, including environmental matters.

10.

To the best of my knowledge, there is no claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise whether at Law or in equity, threatened against or by CTR affecting any of its properties or assets or against or by CTR.

11.

To the best of my knowledge, CTR has properly and accurately completed and duly filed in correct form all material federal, state, and local information and tax returns required to be filed by it and have duly paid, or made provisions for the payment, of all material taxes and other charges which have been incurred or are due or claimed to be due from it.

12.

As of the date of this signing, no commission, bonus, special contractual fees, or any other fees are owed or due to CTR employees, CTR representatives, or agents of CTR other than payments due to me of $210,000 and those commissions due in the normal course of business to CTR employees as part of their monthly pay packages.

13.

To the best of my knowledge, all of the financial statements provided to Freestone by CTR are true and correct copies and an accurate portrayal of CTR’s financial standing.

Further the affiant sayeth naught.

/s/ Dirk Crawford___________

Dirk Crawford, President

C.C. Crawford Retreading Company, Inc.

STATE OF TEXAS

COUNTY OF ELLIS

The instrument was acknowledged before me on 22 day of June, 2015 by Dirk Crawford, President of C.C. Crawford Retreading Company, Inc., a Texas corporation, on behalf of said corporation.

__________/s/ Judy Harris_________

Notary Public, State of Texas

EXHIBIT G

CTR Asset Modification of Change Request #_______

Date________________

	Existing at time of closing	Replacement
Type:
Model:
Function:
Rating/Capacity:
Location:
Serial Number:
Exterior/Interior:

New

Replacement

New Installation or Replacement

Reason for change:_____________________________________________________________________

Permit Required:______________________________________________________________________

Note if stays or is removed

YES

Removal Required

For Freestone	For IWSI Plan
____________________________ _________	____________________________ _________
Signature Date	Signature Date

Name: ___________________________	Name: ___________________________

Title: ____________________________	Title: ____________________________

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