EXECUTION COPY
Exhibit 99.3
FIRST AMENDMENT
to
STOCK PURCHASE AGREEMENT
FIRST AMENDMENT dated as of July 30, 2003 (the "Amendment") between
STARTECH ENVIRONMENTAL CORPORATION, a Colorado corporation (the "Company") and
NORTHSHORE ASSET MANAGEMENT, LLC, a Delaware limited liability company (the
"Purchaser"), to the Stock Purchase Agreement (as hereinafter defined).
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Stock Purchase Agreement.
WHEREAS, the Company and the Purchaser are parties to a Stock Purchase
Agreement dated as of July 22, 2003, pursuant to which the Company agreed to
sell shares of Common Stock to the Purchaser as set forth therein (the "Stock
Purchase Agreement"); and
WHEREAS, the Company and the Purchaser now desire to amend certain
provisions of the Stock Purchase Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending legally to
be bound, hereby agree as follows:
1. Amendment to Section 1(a). The parties hereby agree to amend Section
1(a) of the Stock Purchase Agreement to revise the definition of "Tranche B
Shares" such that the term "Tranche B Shares" shall mean a number of shares of
Common Stock equal to a quotient, the numerator of which shall be an amount
equal to $1,000,000.00 and the denominator of which shall be an amount equal to
the average closing price per share of Common Stock for the thirty (30)
consecutive trading days immediately preceding the day of the Tranche B Closing
less a 25% discount.
2. Amendment to Section 1(b). The parties hereby agree to amend Section
1(b) of the Stock Purchase Agreement to revise the definition of "Tranche C
Shares" such that the term "Tranche C Shares" shall mean a number of shares of
Common Stock equal to a quotient, the numerator of which shall be an amount up
to $1,000,000.00 and the denominator of which shall be an amount equal to the
average closing price per share of Common Stock for the thirty (30) consecutive
trading days immediately preceding the day of the Tranche C Closing less a 25%
discount.
3. Amendments to Sections 2(b) and 2(c). The parties hereby agree to amend
Section 2(b) of the Stock Purchase Agreement to change the date of the Tranche B
Closing to on or before Wednesday, October 15, 2003. In addition, the parties
hereby amend Section 2(c) of the Stock Purchase Agreement to change the date of
the Tranche C Closing to on or before Monday, December 15, 2003.
4. Miscellaneous.
(a) This Amendment shall become effective on the date when the Company
and the Purchaser shall have signed a copy of this Amendment (whether the same
or different counterpart) and the Purchaser shall have delivered the same to the
Company (including by way of facsimile device).
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EXECUTION COPY
(b) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
(c) This Amendment may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the
same instrument.
(d) This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Stock Purchase
Agreement. Except as otherwise provided herein, all terms and conditions of the
Stock Purchase Agreement, and all rights and obligations of the Company and the
Purchaser thereunder shall remain in full force and effect.
(e) This Amendment amends the terms of the Stock Purchase Agreement and
does and shall be deemed to form a part of, and shall be construed in connection
with and as part of, the Stock Purchase Agreement for any and all purposes. Any
reference to the Stock Purchase Agreement, following the execution and delivery
of this Amendment, shall be deemed a reference to such Stock Purchase Agreement
as hereby amended.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
STARTECH ENVIRONMENTAL CORPORATION
By: /s/
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Operating Officer
NORTHSHORE ASSET MANAGEMENT, LLC
By:
--------------------------------
Name:
Title:
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