|
Exhibit 4.1
WARRANT AGREEMENT
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 FRANCISCO J. RIVERA
FERNANDEZ-----------------------
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
| 
