Exhibit 10.2
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") NOR UNDER ANY STATE SECURITIES LAW AND NEITHER THIS WARRANT NOR ANY
SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF MAY BE PLEDGED,
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION
STATEMENT
UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAW HAS BECOME EFFECTIVE
WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF
AN OPINION OF COUNSEL
TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE
SECURITIES
LAW IS NOT REQUIRED IN CONNECTION WITH THE
PROPOSED TRANSFER.
No. _____
_______ Shares
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
STARTECH ENVIRONMENTAL CORPORATION
This is to certify that, FOR VALUE RECEIVED, INTERCAPITAL GROUP,
LLC, a California limited liability company (the "Holder") is entitled to
purchase, subject to the provisions of this Warrant (this
"Warrant"),
from
Startech Environmental Corporation, a Colorado corporation (the
"Company"),
at any time or from time to time during the
period beginning on
____________,
2005 (the "Commencement Date"), until ____________, 2008 (the "Expiration
Date"), __________ fully paid, validly issued and nonassessable shares of
common stock, no par value, of the Company (the "Common Stock") at an
exercise price of $______ per share (subject to adjustment pursuant to
Section 2(b) hereof) (the "Exercise Price"). The shares of Common Stock
deliverable upon such exercise are hereinafter sometimes referred to as
"Warrant Shares."
This Warrant
is being issued in connection with the private
placement of shares of the Company's common stock, no par value, in
accordance with the terms of a Securities
Purchase and
Registration
Rights
Agreement dated as of March 21, 2005 by and between the Company and the
Holder (the "Purchase Agreement"). Any capitalized terms not otherwise
defined herein shall have the meanings set
forth in the Purchase Agreement.
1.
Exercise
of Warrant. This
Warrant may be
exercised in whole at
any time or in part from time to time on or
after the Commencement Date and
until 5:00 p.m. (Eastern Standard Time), on the Expiration
Date; provided,
however, that if such day is a day on which
banking institutions in the State
of Connecticut are authorized by law to close,
then on the next
succeeding
day which shall not be such a day. This Warrant may be exercised by
presentation and surrender hereof to the
Company at its principal office, or
at the office of its stock transfer agent, if any, with the Purchase
Form,
annexed hereto, duly executed and accompanied by payment of the Exercise
Price in the form of a wire transfer or Federal funds check
for the number of
Warrant Shares specified in such form. As soon as practicable after each
such exercise hereof, the Company shall issue and deliver to the
Holder a
certificate or certificates for the Warrant Shares issuable upon such
exercise, registered in the name of the Holder or its designee. If this
Warrant should be exercised in part only,
the Company
shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Holder
thereof to
purchase the balance of the
Warrant Shares purchasable hereunder. Upon receipt by the Company of this
Warrant at its office, or by the stock transfer agent of the Company at its
office, if any, in proper form for
exercise,
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the Holder shall be deemed to be the holder
of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer
books of the Company shall then be closed or that
certificates
representing
such shares of Common Stock shall not then be physically delivered to the
Holder.
2.
Adjustment
of Exercise Price and Number of Warrant Shares.
(a) In the event
the Company shall, at
any time or from time to
time after the Commencement Date, issue any shares of Common
Stock as a stock
dividend to the holders of Common Stock, or subdivide or combine the
outstanding shares of Common Stock into a
greater or lesser
number of shares
(any such issuance, subdivision or combination being
herein called a "Change
of Shares"), then, and thereafter upon each further Change of Shares, the
Exercise Price in effect immediately prior to such Change of Shares
shall be
changed to a price (including any applicable
fraction of a cent)
determined
by multiplying (x) the Exercise Price in
effect immediately
prior thereto by
(y) a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such Change of Shares and
the
denominator of which shall be the number of shares of Common Stock
outstanding immediately after giving effect to such Change of Shares.
Such
adjustment shall be made successively
whenever such an issuance is made.
(b) Upon each
adjustment
of the Exercise Price pursuant to
Section 2(a) hereof, the total number of shares of
Common Stock
purchasable
upon the exercise of this Warrant
shall be such number
of shares
(calculated
to the nearest tenth) purchasable at the Exercise Price
in effect immediately
prior to such adjustment multiplied by a fraction, the numerator of which
shall be the Exercise Price in effect immediately prior to such adjustment
and the denominator of which shall be the Exercise Price in effect
immediately after giving effect to such
adjustment.
(c) In case of
any reclassification,
capital reorganization
or
other change of outstanding shares of Common Stock, or in case of any
consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Company is
the continuing
corporation or other entity and which does not result in any
reclassification, capital reorganization or other change of outstanding
shares of Common Stock), or in case of any sale or
conveyance
to another
corporation or other entity of the property of the Company as, or
substantially as, an entirety (other than a
sale/leaseback,
mortgage or other
financing transaction), the Company shall cause effective provision to be
made so that the Holder of this Warrant
shall have the right
thereafter,
by
exercising this Warrant, to purchase the kind and number of
shares of stock
or other securities or property (including cash) receivable upon such
reclassification, capital reorganization or other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common
Stock that would have been purchased upon exercise in full of this
Warrant
immediately prior to such reclassification, capital reorganization or other
change, consolidation, merger, sale or conveyance.
Any such provision
shall
include provision for adjustments
that shall be as
nearly equivalent as
may
be practicable to the adjustments provided for in this Section 2. The
Company shall not effect any such
consolidation,
merger or sale unless
prior
to or simultaneously with the consummation thereof the successor (if
other
than the Company) resulting from such consolidation or merger or the
corporation or other entity purchasing such assets or other appropriate
corporation or entity shall assume, by written instrument executed and
delivered to the Company, the obligation to deliver to the Holder of
this
Warrant such shares of stock, securities or property
(including cash) as,
in
accordance with the foregoing provisions, the Holder may be entitled to
purchase and the other obligations of the Company under this Warrant. The
foregoing provisions shall similarly apply to
successive
reclassifications,
capital reorganizations and other changes of outstanding shares of Common
Stock and to successive consolidations,
mergers, sales or conveyances.
2
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(d) Irrespective
of any adjustments or changes in the
Exercise
Price or the number of shares of Common
Stock purchasable upon exercise of
this Warrant, this Warrant certif
