EXHIBIT 10.44
AMENDMENT NUMBER 1
TO
SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT AGREEMENT (the "Amendment") is entered into as of October
18, 2005, between STARTECH ENVIRONMENTAL CORPORATION, a corporation organized
and existing under the laws of the State of Colorado (the "Company"), and
CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").
WHEREAS, on September 15, 2005, the Company and the Investor entered into a
series of financing agreements (the "Transaction Documents"), including without
limitation that certain Securities Purchase Agreement (the "Agreement"),
pursuant to which, among other things, the Investor agreed to advance the
Company an aggregate principal amount of Two Million Three Hundred Thousand
Dollars ($2,300,000) of convertible debentures; and
WHEREAS, the parties hereto desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties do hereby agree, subject to the
terms and conditions hereinafter set forth, as follows:
I. Amendments.
A. The foregoing recitals are hereby incorporated herein by reference and
acknowledged as true and correct by the parties hereto.
B. Section 4(k). Section 4(k) of the Agreement is deleted in its entirety
and the following language shall replace Section 4(k) of the Agreement:
Restriction on Issuance of the Capital Stock. So long as any Convertible
Debentures are outstanding, except for the capital stock to be issued pursuant
to the Amended and Restated Standby Equity Distribution Agreement dated the date
hereof, the Company shall not, without the prior written consent of the
Buyer(s), which consent shall not be unreasonably withheld, (i) issue or sell
shares of Common Stock or Preferred Stock with or without consideration, (ii)
issue any warrant, option, right, contract, call, or other security instrument
granting the holder thereof, the right to acquire Common Stock with or without
consideration, (iii) enter into any security instrument granting the holder a
security interest in any and all assets of the Company, or (iv) file any
registration statement on Form S-8. The foregoing restriction shall not apply to
the following: (a) any issuance by the Company of securities in connection with
a strategic partnership or a joint venture or other partnering arrangement or to
consultants (the primary purpose of which is not to raise equity capital), (b)
any issuance by the Company of securities as consideration for a merger or
consolidation or the acquisition of a business, product, license, or other
assets of another person or entity, (c) securities issued pursuant to the
conversion or exercise of convertible or exercisable securities issued or
outstanding on or prior to the date hereof or issued pursuant to the Securities
Purchase Agreement, (d) any warrants issued to Trendwith Securities, Inc. and
its designees for the transactions contemplated by the Securities Purchase
Agreement, provided, however, that the exercise price of such warrants is not
less than the Bid Price of the Common Stock on the date of issuance of such
options, (e) the Warrant Shares and any securities issued or issuable pursuant
to the Securities Purchase Agreement, (f) any issuance by the Company of its
equity securities to raise capital so long as the proceeds received by the
Company are used to repay all outstanding principal and accrued but unpaid
interest under the Debenture along with the 20% Redemption Premium if the price
of the Company's Common Stock in connection with such capital raise is below the
Conversion Price (as such term is defined in the Amended and Restated
Convertible Debenture of even date herewith), provided, however, the Company
provides the Investor with ten (10) days notice of such capital raise, (g)
options or grants of options to purchase up to 500,000 shares of Common Stock,
provided (I) such options are issued after the date of this Warrant to employees
of the Company, and (II) the exercise price of such options is not less than the
Bid Price of the Common Stock on the date of issuance of such option and (g)
previously issued options prior to the date hereof to X. Xxxxxxxx, X. Xxxxxx, X.
Xxxxx and X. Xxxx.
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II. Miscellaneous.
A. Except as provided hereinabove, all of the terms and conditions
contained in the Agreement shall remain unchanged and in full force
and effect.
B. This Amendment is made pursuant to and in accordance with the terms
and conditions of the Agreement.
C. All capitalized but not defined terms used herein shall have those
meanings ascribed to them in the Agreement.
D. All provisions in the Agreement and any amendments, schedules or
exhibits thereto in conflict with this Amendment shall be and hereby
are changed to conform to this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned, thereunto duly authorized, as of the date first set
forth above.
COMPANY:
STARTECH ENVIRONMENTAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CFO
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LP
Its: General Partner
By: /s/ Xxxx Xxxxxx
------------------------------------
Name Xxxx Xxxxxx
Title: Portfolio Manager
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