EXHIBIT 10.45
AMENDMENT NUMBER 1
TO
INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT AGREEMENT (the "Amendment") is entered into as of October
18, 2005, between STARTECH ENVIRONMENTAL CORPORATION, a corporation organized
and existing under the laws of the State of Colorado (the "Company"), and
CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").
WHEREAS, on September 15, 2005, the Company and the Investor entered into a
series of financing agreements (the "Transaction Documents"), including without
limitation that certain Investor Registration Rights Agreement (the
"Agreement"), pursuant to which, among other things, the Investor agreed to
register for resale shares of common stock of the Company issuable upon
conversion of an aggregate principal amount of Two Million Three Hundred
Thousand Dollars ($2,300,000) of convertible debentures; and
WHEREAS, the parties hereto desire to amend the Agreement to extend certain
deadlines contained therein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties do hereby agree, subject to the
terms and conditions hereinafter set forth, as follows:
I. Amendments.
A. The foregoing recitals are hereby incorporated herein by reference and
acknowledged as true and correct by the parties hereto.
B. Section 2(a). Section 2(a) of the Agreement is deleted in its entirety
and the following language shall replace Section 2(a) of the Agreement:
Subject to the terms and conditions of this Agreement, the Company shall
prepare and file, no later than forty (40) days after the First Closing Date (as
such term is defined in the Securities Purchase Agreement dated September 15,
2005) (the "Scheduled Filing Deadline"), with the SEC a registration statement
on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the
Securities Act (the "Initial Registration Statement") for the resale by the
Investors of the Registrable Securities, which includes at least 1,250,000
shares of Common Stock to be issued upon conversion of the Convertible
Debentures and 650,000 shares of the Common Stock underlying the Warrant of even
date herewith. The Company shall cause the Registration Statement to remain
effective until the earlier of (A) all of the Registrable Securities have been
sold and (B) the date on which the Registrable Securities may be sold without
any volume restrictions pursuant to Rule 144(k) of the Securities Act. Prior to
the filing of the Registration Statement with the SEC, the Company shall furnish
a copy of the Initial Registration Statement to the Investors for their review
and comment. The Investors shall furnish comments on the Initial Registration
Statement to the Company within twenty-four (24) hours of the receipt thereof
from the Company.
C. Section 2(b). Section 2(b) of the Agreement is deleted in its entirety
and the following language shall replace Section 2(b) of the Agreement:
Effectiveness of the Initial Registration Statement. The Company shall use
its best efforts (i) to have the Initial Registration Statement declared
effective by the SEC no later than one hundred thirty (130) days after the First
Closing Date (as such term is defined in the Securities Purchase Agreement dated
September 15, 2005) (the "Scheduled Effective Deadline") and (ii) to insure that
the Initial Registration Statement and any subsequent Registration Statement
remains in effect until all of the Registrable Securities have been sold,
subject to the terms and conditions of this Agreement. It shall be an event of
default hereunder if the Initial Registration Statement is not filed by the
Scheduled Filing Deadline or declared effective by the SEC by the Scheduled
Effective Deadline.
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II. Miscellaneous.
A. Except as provided hereinabove, all of the terms and conditions
contained in the Agreement shall remain unchanged and in full force
and effect.
B. This Amendment is made pursuant to and in accordance with the terms
and conditions of the Agreement.
C. All capitalized but not defined terms used herein shall have those
meanings ascribed to them in the Agreement.
D. All provisions in the Agreement and any amendments, schedules or
exhibits thereto in conflict with this Amendment shall be and hereby
are changed to conform to this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned, thereunto duly authorized, as of the date first set
forth above.
COMPANY:
STARTECH ENVIRONMENTAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: CFO
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LP
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name ▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager
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