WARRANT AGREEMENT
Exhibit
10.2
For
the
Purchase Shares of the Common Stock of STARTECH Environmental Corporation,
the
Holder shall have the right to receive TWO
warrants
for every one share of Common share purchased by the Holder in conjunction
with
Company’s Stock Purchase Agreement of May 23, 2006.
THIS
CERTIFIES THAT FB U.S. INVESTMENTS, L.L.C.
Or
its
successors or assigns (the "Warrant Holder" or "Holder"), is entitled to
2,600,000 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 May 23 2009
(“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. One
million three hundred thousand (1,300,000)
of the
warrants granted shall be exercised at a price per share of $5.00
and
One
million three hundred thousand (1,300,000) of
the
warrants granted shall be exercised at a price per share of $6.00
(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 filed 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 itself 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. Subject
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.
1
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
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.
2
(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: May 23, 2006 | Startech Environmental Corp. |
| By: ________________________________ |
Warrant
Holder: FB U.S. Investments, L.L.C.
Address:
0000 Xxxxx Xxxxx Xxxxx
City:
Mobile
State:
Alabama Zip Code: 36695
3
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
