Tradestar Services, Inc. Common Stock Purchase WarrantWarrant • March 8th, 2007 • Tradestar Services, Inc. • Services-employment agencies • Texas
THIS IS TO CERTIFY THAT, for value received, 383210 Alberta Ltd., a corporation organized and existing under the laws of Alberta, Canada, as registered holder hereof, or any subsequent holder or holders (the “Holder”), upon due exercise of this warrant (the “Warrant”), dated as of March 2, 2007, is entitled to purchase from Tradestar Services, Inc., a Nevada corporation (the “Corporation”), all or any part of the Warrant Shares (as hereinafter defined) for the applicable Exercise Price (as hereinafter defined) in accordance with the terms provided below.
STRUCTURAL OVERADVANCE NOTETradestar Services, Inc. • March 8th, 2007 • Services-employment agencies
This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Structural Overadvance Note referred to in the Credit Agreement. This Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.
AMENDED AND RESTATED REVOLVING NOTERevolving Note • March 8th, 2007 • Tradestar Services, Inc. • Services-employment agencies
This Amended and Restated Revolving Note is issued in replacement of and in substitution for, but not in repayment of, the Revolving Note of the Borrower, dated as of May 23, 2006, payable to the order of the Lender in the original principal amount of $5,000,000, and is issued pursuant to, and is subject to, the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Revolving Note referred to in the Credit Agreement. This Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.
February 28, 2007 383210 Alberta Ltd. Mr. Barry Ahearn #2 Fieldstone Way Sylvan Lake, Alberta T4S 2L3 Dave Hunter Resources Inc. Mr. Dave Hunter 53360 Range Road 220 Ardrossan, Alberta T8E 2BSTradestar Services, Inc. • March 8th, 2007 • Services-employment agencies • Texas
Reference is hereby made to that certain Stock Purchase Agreement, dated as of February 2, 2007 (the “Purchase Agreement”), by and among the Purchaser, the Sellers and the Shareholders. The capitalized terms not defined herein shall have the meanings assigned to them in the Purchase Agreement. This letter agreement (this “Agreement”) confirms the agreement and understanding between the parties hereto to amend the Purchase Agreement as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2007 • Tradestar Services, Inc. • Services-employment agencies • Texas
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 2, 2007, by and among Tradestar Services, Inc., a Nevada corporation (the “Purchaser”), and 383210 Alberta Ltd. and Dave Hunter Resources Inc., each a corporation organized and existing under the laws of Alberta, Canada, being the holders of all of the capital stock of the Company (as defined below) (each individually a “Seller” and collectively, the “Sellers”), and any transferees of the Sellers who become subject to the provisions hereof pursuant to Section 2.8 (together with the Sellers, the “Holders” and each individually a “Holder”). The Sellers and the Purchaser are each a “party” and together are “parties” to this Agreement.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 8th, 2007 • Tradestar Services, Inc. • Services-employment agencies • Texas
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into effective as of this 2 day of March, 2007, by and among Tradestar Services, Inc., a Nevada corporation (the “Pledgor”), and each of 383210 Alberta Ltd., a corporation organized and existing under the laws of Alberta, Canada, and Dave Hunter Resources Inc., a corporation organized and existing under the laws of Alberta, Canada, and/or their successors or assigns (collectively, “Pledgees”). Pledgor and Pledgees are each a “party” and together are “parties” to this Agreement.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among TRADESTAR SERVICES, INC., 1297181 ALBERTA LTD., 383210 ALBERTA LTD., DAVE HUNTER RESOURCES INC., BARRY AHEARN and DAVE HUNTER Dated as of March 2, 2007Original Purchase Agreement • March 8th, 2007 • Tradestar Services, Inc. • Services-employment agencies • Texas
This Amended and Restated Stock Purchase Agreement is entered into as of March 2, 2007 by and among (i) TRADESTAR SERVICES, INC., a Nevada corporation (the “Parent”); (ii) 1297181 ALBERTA LTD., a corporation organized and existing under the laws of Alberta, Canada and a wholly-owned subsidiary of the Parent (the “Purchaser”); (iii) 383210 ALBERTA LTD., a corporation organized and existing under the laws of Alberta, Canada; and DAVE HUNTER RESOURCES INC., a corporation organized and existing under the laws of Alberta, Canada, each a holder of capital stock of the Company (each individually a “Seller” and collectively, the “Sellers”); and (iv) BARRY AHEARN and DAVE HUNTER, residents of Sylvan Lake and Ardrossan, Canada, respectively, and holders of all of the issued and outstanding capital stock of the Sellers (each individually a “Shareholder” and collectively, the “Shareholders”). The Parent, the Purchaser, the Sellers and the Shareholders are each a “party” and together are “parties”
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTAcknowledgment and Agreement • March 8th, 2007 • Tradestar Services, Inc. • Services-employment agencies
THIS AMENDMENT (the “Amendment”), dated as of March 2, 2007, is entered into by and among TRADESTAR CONSTRUCTION SERVICES, INC., a New Mexico corporation (“Tradestar”), PETROLEUM ENGINEERS, INC., a Louisiana corporation (“Petroleum Engineers”, and together with Tradestar, the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (as more fully defined in Paragraph 1 of this Amendment, the “Lender”), acting through its Wells Fargo Business Credit operating division.
