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.


 


		2.	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.


 


(c)      Certain
Covenants, Representations and Warranties of Holder.


 


(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: _______________