WARRANT AGREEMENT
Exhibit
4.1
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 11, 2007.
THIS
CERTIFIES THAT XXXXXXXXX X. XXXXXX
XXXXXXXXX-----------------------
Or
its
successors or assigns (the "Warrant holder" or "Holder"), is entitled to TWO
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 11,
2010 (“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. Seven hundred
thousand (700,000) of the warrants granted shall be exercised at a
price per share of $3.40 and Seven hundred thousand
(700,000) of the warrants granted shall be exercised at a price per
share of $4.40 (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:
________________2007 Startech
Environmental Corp.
By:
________________________________
Warrant
Holder: _______________________________________
Address:
_____________________________________________
City:
________________________________________________
State:
_____________________________ Zip Code: _________
