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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
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