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STARTECH ENVIRONMENTAL CORPORATION PLACEMENT AGENT AGREEMENT

Placement Agent Agreement

STARTECH ENVIRONMENTAL CORPORATION 

PLACEMENT AGENT AGREEMENT
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This Placement Agent Agreement involves

STARTECH ENVIRONMENTAL CORP

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Title: STARTECH ENVIRONMENTAL CORPORATION PLACEMENT AGENT AGREEMENT
Governing Law: New Jersey     Date: 4/12/2007
Industry: Waste Management Services     Law Firm: Kramer Levin Naftalis & Frankel LLP     Sector: Services

STARTECH ENVIRONMENTAL CORPORATION 

PLACEMENT AGENT AGREEMENT
, Parties: startech environmental corp
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Exhibit 10.5

 

 

 

STARTECH ENVIRONMENTAL CORPORATION

PLACEMENT AGENT AGREEMENT

 

 

Dated as of: April 11, 2007

 

Newbridge Securities Corporation

1451 Cypress Creek Road, Suite 204

Fort Lauderdale, Florida 33309

 

 

Ladies and Gentlemen:

 

The undersigned, Startech Environmental Corporation, a Colorado corporation (the “ Company ”), hereby agrees with Newbridge Securities Corporation (the “ Placement Agent ”) as follows:

 

1.   Offering . The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the “ Investor ”) (the “ Standby Equity Distribution Agreement ”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the “ Offering ”) up to Ten Million Dollars ($10,000,000) (the “ Commitment Amount ”) of the Company’s common stock, no par value (the “ Common Stock ”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms.

 

All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the “ Registration Rights Agreement ”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company’s latest Quarterly Report on Form 10-Q as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement are referred to sometimes hereinafter collectively as the “ Offering Materials .” The Company’s Common Stock purchased by the Investor under the Standby Equity Distribution Agreement is sometimes referred to hereinafter as the “ Securities .” The Placement Agent shall not be obligated to sell any Securities.

 

2.   Compensation .

 

A.   Upon the execution of this Agreement, the Company shall pay the Placement Agent or its designee a fee of $5,000.

 

 

 

 

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3. Representations, Warranties and Covenants of the Placement Agent.

 

A.   The Placement Agent represents, warrants and covenants as follows:

 

(i)   The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby.

 

(ii)   The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy.

 

(iii)   Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel.

 

(iv)   The Placement Agent will not take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the “ 1933 Act ”), the Securities Exchange Act of 1934 (the “ 1934 Act ”), the respective rules and regulations promulgated thereunder (the “ Rules and Regulations ”) or applicable “Blue Sky” laws of any state or jurisdiction.

 

(v)   The Placement Agent is a member in good standing of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent’s participation in the Offering.

 

4.   Representations and Warranties of the Company .

 

A.   The Company represents and warrants as follows:

 

(i)   The execution, delivery and performance of each of this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement has been or will be duly and validly authorized by the Company and is, or with respect to this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement will be, a valid and binding agreement of the Company, enforceable in accordance with its

 

 

 

 

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respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. The Securities to be issued pursuant to the transactions contemplated by this Agreement and the Standby Equity Distribution Agreement have been duly authorized and, when issued and paid for in accordance with this Agreement and the Standby Equity Distribution Agreement will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except to the extent that (1) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, and (2) the enforceability thereof is subject to general principles of equity. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken by the Company.

 

(ii)   The Company has a duly authorized, issued and outstanding capitalization as set forth herein and in the Standby Equity Distribution Agreement. The Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the agreements described herein and as described in the Standby Equity Distribution Agreement and the agreements described therein. All issued and outstanding securities of the Company, have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission or preemptive rights with respect thereto and are not subject to personal liability solely by reason of being security holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company.

 

(iii)   The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of Colorado. Except as set forth in the Offering Materials, the Company does not own or control, directly or indirectly, an interest in any other corporation, partnership, trust, joint venture or other business entity. The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction in which the character of its operations requires such qualification or licensing and where failure to so qualify would have a Material Adverse Effect (as defined in the Standby Equity Distribution Agreement). The Company has all corporate power and authority to enter into this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and to carry out the provisions and conditions hereof and thereof, and all material consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained (except as specifically contemplated by this Agreement or the Standby Equity Distribution Agreement and as required under the 1933 Act and any applicable state securities laws). No consent, authorization or order of, and no filing with, any court, government agency or other body is required by the Company for the issuance of the Securities or execution and delivery of the Offering Materials except as may be required under applicable federal and state securities laws.

 

(iv)   The Company has not suffered any Material Adverse Effect since October 31, 2006, and the outstanding debt, the property and the business of the Company conform in all material respects to the descriptions thereof contained in the Offering Materials.

 

 

 

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(v)   Except as set forth in the Offering Materials, the Company is not in breach of, or in default under, any term or provision of any material indenture, mortgage, deed of trust, lease, note, loan or any other material agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected. The Company is not in violation of any provision of its charter or by-laws or in violation of any material franchise, license, permit, judgment, decree or order, or in violation of any material statute, rule or regulation. Neither the execution and delivery of this Agreement, the Standby Equity Distribution Agreement or the Registration Rights Agreement nor the issuance and sale or delivery of the Securities, nor the consummation of any of the transactions contemplated in the Offering Materials nor the compliance by the Company with the terms and provisions hereof or thereof, has conflicted with or will conflict with, or has resulted in or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or pursuant to the terms of any material indenture, mortgage, deed of trust, note, loan or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company may be bound or to which any of the property or assets of the Company is subject except (a) where such default, lien, charge or encumbrance would not have a Material Adverse Effect and (b) as disclosed in the Offeri


 
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