Exhibit (4)(e)
AMENDMENT TO STOCK SUBSCRIPTION WARRANT
THIS AMENDMENT TO STOCK SUBSCRIPTION WARRANT (the "Amendment") is made and
entered into this ____ day of March, 1999, by and between Startech Environmental
Corporation (the "Company") and the Connecticut Development Authority (the
"Authority").
W I T N E S S E T H :
WHEREAS, the Company issued to the Authority a certain Stock Subscription
Warrant dated December 29, 1998, which entitles the Authority to acquire five
percent (5%) of the issued and outstanding Common Stock of the Company (the
"Stock Warrant"); and
WHEREAS, the Company and the Authority wish to amend the Stock Warrant to
provide for a cash-less exercise of the Warrants in lieu of payment of the
Warrant Price to the Company for the Common Stock upon its exercise of such
Warrants, as more fully described below.
NOW, THEREFORE, the Company and the Authority each intending to be legally
bound hereby, covenant and agree as follows:
Section 1. Definitions: The capitalized terms used in this Amendment shall
have the same meanings as defined in the Stock Warrant unless the context hereof
otherwise provides.
Section 2. Amendments to Stock Warrant: The Stock Warrant is hereby amended
as follows:
A. The definition of the term "Current Market Price" set forth in
Section 1 of the Stock Warrant is deleted in its entirety and the following
shall be inserted in lieu thereof, to be read as though such defined term
contained the language set forth below on the original date of the Stock
Warrant:
"Current Market Price - of one share of Common Stock shall be
deemed to be, at any date, the average of the daily closing prices for the 10
consecutive business days ending no more than 3 business days before the day in
question (as adjusted for any stock dividend, split, combination or
reclassification that took effect during such 10 business day period). The
closing price for each day shall be the last reported sales price regular way
or, in case no such reported sales took place on such day, the average of the
last reported bid and asked prices regular way, in either case on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading (or if the Common Stock is not at the time listed or admitted for
trading on any such exchange, then such price as shall be equal to the average
of the last reported bid and asked prices, as reported by the National
Association of Securities Dealers Automated Quotations System ("Nasdaq") on such
day, or if, on any day in question, the security shall not be quoted on the
Nasdaq, then such price shall be equal to the average of the last reported bid
and asked prices on such day as reported by The National Quotation Bureau
Incorporated or any similar reputable quotation and reporting service, if such
quotation is not reported by The National Quotation Bureau Incorporated);
provided, however, that if the Common Stock is not traded in such manner that
the quotations referred to herein are available for the period required
hereunder, the Current Market Price shall be determined in good faith by the
Board of Directors of the Company or, if such determination cannot be made, by a
nationally recognized independent investment banking firm selected by the Board
of Directors of the Company (or if such selection cannot be made, by a
nationally recognized independent investment banking firm selected by the
American Arbitration Association in accordance with its rules). If the Current
Market Price is to be determined in connection with an initial underwritten
public offering by the Company of the Common Stock pursuant to a registration
statement declared effective by the Securities and Exchange Commission, then the
Current Market Price shall be equal to the initial "Price to Public" specified
in the final prospectus with respect to the offering."
B. Section 2.2 of the Stock Warrant is deleted in its entirety and the
following shall be inserted in lieu thereof, to be read as though Section 2.2
contained the language set forth below on the original date of the Stock
Warrant:
"2.2. Procedure for Exercise of Warrant.
(a) To exercise this Warrant, the Holder shall deliver to
the Company at its principal office referred to in Section 11 hereof at any time
during the Term of this Warrant: (i) the Notice of Exercise in the form attached
hereto, (ii) cash, certified or official bank check payable to the order of the
Company, wire transfer of funds to the Company's account, or evidence of any
indebtedness of the Company to the Holder (or any combination of any of the
foregoing) in the amount of the Warrant Price for each share being purchased,
and (iii) this Warrant.
(b) In lieu of exercising this Warrant as provided in
subsection (a) above, the Holder of this Warrant may elect to receive Warrant
Shares equal to the value of this Warrant (or the portion thereof being
exercised) by surrender of this Warrant at the principal office of the Company
referred to in Section 11 hereof at any time during the Term of this Warrant,
together with notice of such election, in which event the Company shall issue to
the Holder the number of Warrant Shares of Common Stock computed in accordance
with the following formula:
X = Y(A-B)/A
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WHERE: X = the number of shares of Common Stock to be issued
to Holder of this Warrant;
Y = the number of shares of Common Stock requested to
be exercised under this Warrant;
A = the Current Market Price of one share of the
Company's Common Stock; and
B = the Warrant Price(as adjusted to the date of such
calculations).
In the event of any exercise of the rights represented by
this Warrant, a certificate or certificates for the shares of Common Stock so
purchased or surrendered, registered in the name of the Holder or such other
name or names as may be designated by the Holder, shall be delivered to the
Holder hereof within a reasonable time, not exceeding fifteen (15) days, after
the rights represented by this Warrant shall have been so exercised; and, unless
this Warrant has expired, a new Warrant representing the number of shares
(except a remaining fractional share), if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the Holder
hereof within such time. The person in whose name any certificate for shares of
Common Stock is issued upon exercise of this Warrant shall for all purposes be
deemed to have become the holder of record of such shares on the date on which
the Warrant was surrendered and payment of the Warrant Price and any applicable
taxes was made (to the extent exercised in accordance with subsection (a)
hereof), irrespective of the date of delivery of such certificate, except that,
if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open."
Section 3. Further Action and Assurances: The Company and the Authority
hereby agree to execute and deliver such additional documents and shall cause
such further and additional action to be taken as may be required or, in the
reasonable judgment of the Company and the Authority, necessary or desirable to
effect or evidence the provisions or intent of this Amendment and the
transactions contemplated hereby.
Section 4. Reference to and Affect on the Stock Warrant: Except as
specifically amended above, the Stock Warrant shall remain in full force and
effect and is hereby ratified and confirmed.
Section 5. Execution in Counterparts: This Amendment may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.
Section 6. Governing Law: This Amendment shall be governed by and construed
in accordance with the laws of the State of Connecticut, without regard to the
principles of conflicts of law or trace of law.
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Section 7. Headings: Section headings in this Amendment and included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
STARTECH ENVIRONMENTAL CORPORATION
By:
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Xxxxxx X. Xxxxx
Its President
Duly Authorized
CONNECTICUT DEVELOPMENT AUTHORITY
By:
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Xxxxxxx X. Xxxxxxxxx
Its Senior Vice President
Duly Authorized
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