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Exhibit 4.19
WARRANT AGREEMENT
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To Purchase Shares of the Common Stock of
STARTECH Environmental Corporation,
The Holder shall have the right to receive one warrant for every one share of
Common share purchased by the holder in conjunction with Company's Private
Placement Memorandum issued August 11, 2005.
THIS CERTIFIES THAT Nutmeg Environmental, L.P. Or its successors or
assigns (the "Warrant holder" or "Holder"), is entitled to 37,500
warrants upon the due exercise hereof, and subject to the terms and
conditions hereof, at any time after the date hereof, and subject to
the provisions of paragraph 2 below, before the close of business on
August 10 , 2008 ("Expiration Date"), to purchase from Startech
Environmental Corporation (the "Company") all or any part of fully
paid and nonassessable shares of Common Stock, no par value (the
"Common Stock") of the Company, upon surrender hereof, with the
exercise form and warrant agreement annexed hereto duly filled out,
at the office of the Company or any transfer agent for the Company's
Common Stock, and upon simultaneous payment therefore in cash or by
certified or official bank check, payable to the order of the Company
in New York Clearing House funds, at the price equal to the following
traunches. 1/3 of the warrants granted shall be exercised at a price
per share of $2.00 above the closing price (the "Exercise Price"),
1/3 of the warrants granted shall be exercised at a price per share
of $4.00 above the closing price (the "Exercise Price") and the final
1/3 of the warrants granted shall be exercised at a price per share
of $6.00 above the closing price (the "Exercise Price").
1. No resale of the Warrants or of any Underlying Stock will be made
unless such resale is registered pursuant to a Registration Statement filled by
the Company with the Securities and Exchange Commission (the "Commission") or
exempt from registration under the Securities Act of 1933, as amended (the
"Act"). By acceptance of this agreement, the Warrant Holder agrees, for himself
and all subsequent holders, that prior to making any disposition of any Warrants
or of any Common Stock purchasable upon the exercise thereof ("Underlying
Stock"), the Holder of the Warrants evidenced by this agreement shall give
written notice to the Company describing briefly the proposed disposition; and
no such disposition shall be made unless and until ( i ) the Company has
notified such holder that, in the opinion of counsel satisfactory to it, no
Registration Statement and no other action under the Act is required with
respect to such disposition (which opinion may be conditioned upon the
transferee's assuming the Warrant holder's obligation hereunder); or (ii) a
Registration Statement has been filed by the Company and declared effective by
the Commission or other such action has been taken.
2. Unless this Warrant and payment are tendered as herein provided
before the close of business on the Expiration Date, this Warrant will become
wholly void and all rights evidenced hereby will terminate.
3. Subsequent to the provisions of paragraph 1 above, this Warrant may
be exchanged for a number of shares of Common Stock of the Company as are
purchasable upon the exercise of this Warrant, upon surrender hereof at the
office of the Company or any transfer agent of the Company's Common Stock and
written instructions as to the exchange.
If this Warrant is exercised for less than all the shares
purchasable upon the exercise hereof, the Holder shall be entitled to receive
Warrants of the same tenor as this Warrant for the purchase in the aggregate of
the number of shares in respect of which this Warrant shall not have been
exercised.
4. The Exercise price per Share and the number of shares of Common
Stock of the Company issuable pursuant to such exercise is subject to adjustment
as follows:
(a) In case the Company shall at any time declare a stock dividend
or stock split on the outstanding shares of Common Stock in shares of its Common
Stock, then the Exercise Price, and the number and kind of shares receivable
upon exercise, in effect at the time of such dividend shall be proportionately
adjusted so that the holder of any Warrant exercised after such time shall be
entitled to receive the aggregate number and kind of shares which if such
Warrant had been exercised immediately prior to such time, he or she would have
owned upon such exercise and been entitled to receive by virtue of such
dividend.
(b) In any case the Company shall at any time subdivide or combine
the outstanding shares of the Common Stock, the share exercise price initial or
adjusted, in effect immediately prior to such subdivision or combination shall
forthwith be proportionately decreased in the case of subdivision or increased
in the case of combination.
(c) In case of any capital reorganization, sale of substantially
all the assets of the Company, or any reclassification of the shares of Common
Stock of the Company, or in case of any consolidation with or merger of the
Company into or with another corporation, then as a part of such reorganization
sale reclassification, consolidation or merger, as the case may be, provision
shall be made so that the registered owner of the Warrants evidenced hereby
shall have the right thereafter to receive upon the exercise thereof the kind
and amount of shares of stock or other securities or property which he would
have been entitled to receive. If immediately prior to such reorganization,
reclassification, consolidation or merger, he had held the number of shares of
Common stock which were then issuable upon the exercise of the Warrants
evidenced hereby, to the end that the provisions set forth (including provisions
with respect to adjustments of the Exercise Price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other property thereafter deliverable upon the exercise of such Warrants.
(d) If the Company at any time makes any spin-off, split-off, or
distribution of assets upon or with respect to its Common Stock, as a
liquidating or partial liquidating dividend, spin-off, or by way of return of
capital, or other than as dividend payable out of earnings or any surplus
legally available for dividends under the laws of the State of Colorado, the
holder of each Warrant then outstanding shall, upon the exercise of the Warrant,
receive, in addition to the shares of Common Stock then issuable on exercise of
the Warrant, the amount of such assets (or, at the option of the Company, a sum
equal to the value thereof at the time of the distributions) which would have
been payable to such holder had he or she exercised the Warrant immediately
prior to the record date for such distribution.
(e) No adjustment of the Exercise Price per Share shall be made if
the amount of such adjustment shall be less than $.05 per share. When any
adjustment is required to be made in the Exercise Price Per Share, the number of
shares of Common Stock issuable shall be determined as provided for in paragraph
(f) hereof. No fractional shares of Common Stock shall be issued upon the
exercise of Warrants evidenced hereby, but in lieu thereof the Company shall pay
to the order of the holder of such warrants an amount in cash equal to the same
fraction of the Exercise Price of one share of Common Stock on the date of
exercise.
(f) Whenever the Exercise price Per Share is adjusted as provided
above, the number of shares of Common Stock Shares purchasable upon exercise of
this Warrant immediately prior to such adjustment shall be increased, effective
simultaneously with such adjustment, by a number of shares of Common Stock
computed by multiplying such number of shares of Common Stock by a fraction, the
numerator of which is the Exercise Price per Share in effect immediately prior
to such adjustment and the denominator of which is the Exercise Price per Share
in effect upon such adjustment, and the number of shares of Common Stock arrived
at by making said computation shall be added to the number of shares of Common
Stock issuable upon exercise of the Warrant immediately prior to such
adjustment. The total number of shares arrived at by making the computation
provided for in the immediately preceding sentence shall thereupon be the number
of shares of Common Stock issuable upon exercise Price Per Share, initial or
adjusted, the Company shall forthwith determine the new Exercise Price Per
Share, and (a) prepare a statement describing in reasonable detail the method
used in arriving at the new Exercise price per Share; and (b) cause a copy of
such statement to be mailed to the registered owner of the Warrants evidenced
hereby as of a date within twenty (20) days after the date when the circumstance
giving rise to the adjustments occurred.
5. As soon as practicable after the exercise hereof, the company shall
deliver a certificate or certificates for the number of full shares of Common
Stock issuable upon such exercise, all of which shall be fully paid and
nonassessable, to the person or persons entitled to receive the same provided
No sale, offer to sell or transfer of these Shares or of this
Certificate, or of any shares or other securities issued in exchange
for or in respect of such shares, shall be made unless a Registration
Statement under the Securities Act of 1933, as amended, with respect
to such shares, is in effect or an exemption from the registration
requirements of such Act is applicable to such shares.
Dated: ________________2004 Startech Environmental Corp.
By: _____________________________
Warrant Holder: ______________________________________
Address: _____________________________________________
City: ________________________________________________
State: _____________________________ Zip Code: _______
EXERCISE FORM
The undersigned irrevocably exercises this Warrant to the extent of
____________shares of the Common Stock of Startech Environment Corp., called for
hereby, and hereby makes payment thereof, all at the price and on the terms and
conditions specified herein.
Signature
Name
Street/Mailing Address
City State Zip
Date
