EX-4.5





Exhibit 4.5


THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR
FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE
OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES
LAWS.


CHANGING WORLD TECHNOLOGIES, INC.


COMMON STOCK WARRANT



			
	No. W-4	 	Date: July 23, 2007






          Changing World Technologies, Inc., a Delaware corporation (the “Company”), certifies that,
for value received, GSFS Investments I Corporation (the “Holder”), is entitled, subject to the
terms set forth below, to purchase from the Company THREE THOUSAND, ONE HUNDRED AND SIXTY NINE
(3,169) fully paid, nonassessable shares (the “Warrant Shares”) of Common Stock, $0.01 par value
per share, of the Company (the “Common Stock”) at a per share exercise price of seventy one
dollars and twenty five cents ($71.25) (the “Exercise Price”) in accordance with Section 1 hereof
until July 23, 2012 (the “Expiration Date”).




     SECTION 1. Exercise of Warrant.


          (a) This Warrant may be exercised, in whole or in part (but not as to a fractional share of
Common Stock, as the case may be) at any time from the date hereof until the Expiration Date, by
(i) the surrender of this Warrant (properly endorsed) at the office of the Company (or at such
other agency or office of the Company in the United States of America as it may designate by notice
in writing to the Holder at the address of the Holder appearing on the books of the Company), (ii)
delivery to the Company of a notice of election to exercise in the form of Exhibit A
attached hereto and, if not already party thereto, a joinder, in the form of Exhibit B
attached hereto, whereby the Holder agrees to become a party to the Stockholders Agreement of the
Company (the “Stockholders Agreement”), by and among the Company and the parties thereto, and (iii)
payment to the Company of the aggregate Exercise Price by cash, wire transfer of immediately
available funds or certified check.




          (b) Each date on which this Warrant is surrendered and on which payment of the Exercise Price
is made in accordance with Section 1(a) above is referred to herein as an “Exercise Date.”
Simultaneously with each exercise, the Company shall issue and deliver a certificate or
certificates for the Warrant Shares being purchased pursuant to such exercise, registered in the
name of the Holder or the Holder’s designee, to such Holder or designee, as the


 








 







case may be. If such exercise shall not have been for the full number of Warrant Shares, then the
Company shall issue and deliver to the Holder a new Warrant, registered in the name of the Holder,
of like tenor to this Warrant, for the balance of the Warrant Shares that remain after

exercise of the Warrant.




          (c) Any unexercised portion of this Warrant shall terminate on the Expiration Date.




     SECTION 2.
Representations, Warranties and Covenants as to Warrant Shares.


          (a) The
Company represents and warrants to the Holder that all shares of Common Stock that may
be issued upon the exercise of this Warrant will, upon issuance and payment therefor, be validly
issued, fully paid and nonassessable, with no personal liability attaching to the ownership
thereof. The Company shall at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this Warrant, such number of shares of its Common Stock as from time
to time shall be issuable upon the exercise of this Warrant.


          (b)
Registration Rights. For the avoidance of doubt, at such time as the Holder and
the Company enter into a registration rights agreement, the Warrant Shares issued or delivered
hereunder shall be deemed to be “registrable securities” under such agreement.


     SECTION 3. Adjustment of Exercise Price.


          (a)
Subdivision or Combination of Common Stock. In case the Company shall at any time
subdivide (by any stock split, stock dividend or otherwise) its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced, and, conversely, in case the outstanding shares of
Common Stock shall be combined into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.


          (b)
Adjustments for Stock Dividends and Distributions. If at any time or from time to
time after the date hereof the Company pays a dividend or makes another distribution to the holders
of the Common Stock, in either case, payable solely in securities of the Company, other than an
event as provided in Section 3(a) hereof, then in each such event provision shall be made so that
the Holder of this Warrant shall receive upon exercise thereof, in addition to the number of shares
of Common Stock receivable upon exercise thereof, the amount of securities of the Company which
they would have received had their Warrant been exercised for Common Stock on the date of such
event (or such record date, as applicable) and had they thereafter, during the period from the date
of such event (or such record date, as applicable) to and including the exercise date, retained
such securities receivable by them as aforesaid during such period, subject to all other
adjustments called for during such period under this Section 3 with respect to the rights of this
Warrant or with respect to such other securities by their terms.


          (c)
Adjustment for Reclassification, Exchange and Substitution. If at any
time or from time to time after the date hereof the Common Stock issuable upon the
exercise of


2








 





this Warrant is changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than by a Stock Split,
combination, stock dividend, reorganization, merger, or consolidation provided for elsewhere in
this Section 3), then in any such event, the Holder of this Warrant shall have the right
thereafter to convert this Warrant into the kind and amount of stock and other securities and
property receivable upon such recapitalization, reclassification or other change by holders of the
number of shares of Common Stock into which this Warrant could have been converted immediately
prior to such recapitalization, reclassification or change, all subject to further adjustment as
provided herein or with respect to such other securities or property by the terms thereof.


          (d)
Reorganizations, Mergers and Consolidations. If at any time or from time to time
after the date hereof there is a reorganization of the Company (other than a recapitalization,
subdivision, combination, reclassification or exchange of shares provided for elsewhere in this
Section 3) or a merger or consolidation of the Company with or into another corporation, then, as a
part of such reorganization, merger or consolidation, provision shall be made so that the Holder of
this Warrant thereafter shall be entitled to receive, upon exercise of this Warrant, the number of
shares of stock or other securities or property of the Company, or of such successor corporation
resulting from such reorganization, merger or consolidation, to which a holder of Common Stock
would have been entitled on such reorganization, merger or consolidation. In any such case,
appropriate adjustment shall be made in the application of the provisions of this Section 3 with
respect to the rights of the Holder of this Warrant after the reorganization, merger or
consolidation to the end that the provisions of this Section 3 (including adjustment of the
Exercise Price then in effect and number of shares issuable upon exercise of this Warrant, as
applicable) shall be applicable after that event and be as nearly equivalent to the provisions
hereof as may be practicable. This subsection 3(d) shall similarly apply to successive
reorganizations, mergers and consolidations.


          (e)
Sales of Common Stock. If the Company while any portion of this Warrant is
outstanding, shall sell, issue or grant any Additional Stock for a price per share or exercise or
conversion price less than the Exercise Price in effect on the date of such issuance of such
Additional Stock (such lower price, the “Base Share Price” and such issuances collectively,
a “Dilutive Issuance”) then, the Exercise Price shall be reduced to equal the Base Share Price and
the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise
Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be
equal to the aggregate Exercise Price prior to such adjustment.


               The term
“Additional Stock” shall mean Common Stock or options, warrants or other rights to
acquire or securities convertible into or exchangeable for shares of Common Stock, including shares
held in the Company’s treasury, but shall not include (i) securities offered to the public pursuant
to a registration statement approved by the Board of Directors of the Company and filed with the
Commission for a public offering and sale of securities of the Company, (ii) securities issued for
the acquisition of another corporation or other entity by merger, purchase of all or substantially
all of the assets of such other corporation or other entity or other reorganization resulting in
the ownership by the Company of not less than 51% of the voting power of such other corporation or
entity; provided that such transaction is approved by a majority of the disinterested directors of
the Company, (iii) options to purchase up to 150,000 shares (as equitably adjusted for stock split,
stock dividend, conversion or



3








 





reclassification) of Common Stock pursuant to the Company’s 2002 Stock Option Plan and any options
to purchase shares of Common Stock issued pursuant to the Company’s future stock option plans or
similar plans approved by the Board of Directors and the stockholders of the Company, but only to
the extent that not more than 15% of the options to purchase Common Stock subject to any one such
plan are issued to any one person or entity (including his or its respective affiliates, as the
case may be), (iv) securities issued as a result of any stock split, stock dividend, conversion or
reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock,
(v) securities issued as a result of any stock split, stock dividend or reclassification of Series
A Preferred Stock, (vi) securities issued to any unaffiliated and independent third party lenders
pursuant to any bank financing arrangement approved by the Board of Directors (including any
securities issued upon exercise of such securities), (vii) securities sold to stockholders of the
Company pursuant to a general rights offering to all stockholders, offered on a pro rata basis,
(viii) securities issuable upon exercise of options, warrants or other rights to acquire or
securities convertible into or exchangeable for shares of Common Stock that are currently
outstanding, (ix) securities issued to directors of the Company solely as compensation for service
to the Company as a director up to a maximum of 10,000 shares of Common Stock per director (as
equitably adjusted for stock split, stock dividend, conversion or reclassification), (x) securities
issued upon exercise or conversion of any Additional Stock or (xi) securities issued in connection
with any anti-dilution rights of any other stockholder of the Company.


          (f)
Notice of Adjustment. When any adjustment is required to be made in the Exercise
Price or the number of Warrant Shares issuable upon exercise of the Warrant, then and in each such
case the Company shall give written notice thereof at least ten (10) business days following the
event which caused any such adjustment, by delivery in person, certified or registered mail, return
receipt requested, telecopier or telex, addressed to the Holder at the address of such holder as
shown on the books of the Company, which notice shall state the Exercise Price or the number of
Warrant Shares issuable upon exercise of this Warrant after such adjustment and setting forth in
reasonable detail a statement of the facts requiring such adjustment.


          (g)
Other Notices. In case at any time the Company shall undertake any action with
respect to which the Company shall be obligated under its certificate of incorporation to provide
written notice to holders of Common Stock then, in any one or more of said cases, the Company shall
deliver such notice, by delivery in person, certified or registered mail, return receipt requested,
telecopier or telex, addressed to the Holder at the address shown on the books of the Company. If
the Company, at any time while this Warrant is outstanding, determines a record date for the
purpose of distributing to all holders of Common Stock (i) evidences of its indebtedness, (ii) any
security (other than a distribution of Common Stock covered by the paragraph (b) above),
(iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset
(including cash and/or stock dividends where section (b) above is not applicable), the Company
shall give written notice to the Holder at least 10 days prior to such record date.


          (h)
Issue Tax. The issuance of certificates for shares of Common Stock upon exercise
of this Warrant shall be made without charge to the holders thereof for any issuance tax in
respect thereof, provided that the Company shall not be required to pay any tax which may be


4








 





payable in respect of any transfer involved in the issuance and delivery of any certificate in a
name other than that of the Holder of this Warrant.


          (i)
Closing of Books. The Company will at no time close its transfer books against
the transfer of any Warrants or any shares of Common Stock issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this Warrant, except as
may otherwise be required to comply with applicable securities laws.



          (j)
Adjustment of Number of Shares. Upon each adjustment of the Exercise Price as
provided herein other than pursuant to Section 3(f), the Holder shall thereafter be entitled to
purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares
obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and
dividing the product thereof by the Warrant price resulting from such adjustment.


     SECTION
4. No Stockholder Rights. This Warrant shall not entitle the holder hereof
to any voting rights or other rights as a stockholder of the Company.


     SECTION
5. Requirements for Transfer.


          (a) Subject
to Shareholders Agreement, this Warrant and the Warrant Shares shall not be sold,
pledged or otherwise transferred unless either (i) they first shall have been registered under the
Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities
laws, (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably
satisfactory to the Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant
or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders
Agreement.


          (b) Each
certificate representing this Warrant or Warrant Shares shall bear a legend
substantially in the following form:


“THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE
PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR
REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.”


5








 




The foregoing legend shall be removed from the certificates representing any Warrants or
Warrant Shares, at the request of the holder thereof, at such time as they become eligible for
resale pursuant to Rule 144(k) under the Act or foreign equivalent.




     SECTION 6.
Fractional Shares. No fractional shares of Common Stock shall be issued
upon any conversion of this Warrant. In lieu of any fractional share to which the holder
would otherwise be entitled, the Company shall pay the holder cash equal to the product of
such fraction multiplied by the Common Stock’s fair market value as determined in good faith
by the Company’s Board of Directors as of the date of conversion.



     SECTION
7. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost,
stolen, mutilated or destroyed, the Company shall, on such terms as to indemnity or
otherwise as it may in its reasonable discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination
and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
constitute an original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.



     SECTION 8.
Notices. Any notice, request or other document required or permitted
to be given or delivered to the Holder hereof or the Company shall be delivered or shall be
sent by certified mail, postage prepaid, to the Holder at the Holder’s address as shown on
the books of the Company or to the Company at the address set forth below or such other
address as either party may from time to time provide to the other.



     SECTION
9. Governing Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts made and to be
performed entirely within the state.



     SECTION
10. Headings. The headings of the various sections contained in this
Warrant have been inserted for convenience of reference only and should not be deemed to be
a part of this Warrant.



     SECTION
11. Amendment and Waiver. The Warrant may not be modified or amended
except by written agreement of the Company and the Holder. No provision of this Warrant as
it applies to the Company or the Holders may be waived except by the party entitled to the
benefit of such provision in writing.



6








 





     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its duly
authorized officer as of the date first written above.



	 	 	 	 	 
	 	CHANGING WORLD

TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Steven A. Carlson 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 









 





EXHIBIT A




SUBSCRIPTION FORM TO BE EXECUTED

UPON EXERCISE OF THE WARRANT



Date:                                         




To: Changing World Technologies, Inc.


The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees
to subscribe for and purchase                     
shares of Common Stock covered by such Warrant, and herewith
tenders $                                          in full payment of the purchase price for such shares.



	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







 









 








EXHIBIT B




JOINDER AGREEMENT




          The undersigned, having acquired shares of capital stock of Changing World Technologies, Inc.
(the “Company”) hereby agrees to be bound by the terms and conditions of, and to become a party to,
the Stockholders Agreement of the Company (the “Stockholders Agreement” ), dated as of                     , by
and among Changing World Technologies, Inc., a Delaware corporation and the stockholders party
thereto as a “Stockholder” thereunder, the form of which is attached hereto, as if the undersigned
had been a party to such agreement as of the date thereof.




	 	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	
 
	 	 
	 

	 	Address:	 	 	 	 
	 

	 	
 
	 	 
	 

	 	 	 	 

	 	 
	 

	 	
 
	 	 
	 

	 	Telephone No.:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Telecopy No.:	 	 	 	 
	 

	 	
 
	 	 
	 

	 	No. of Shares:	 	 	 	 
	 

	 	
 
	 	 






          I, the undersigned, being the spouse of the above-named Stockholder, hereby acknowledge
that I have read and understand the Stockholders Agreement, and I agree to be bound by the
terms thereof.




	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	
 
	 	 
	 

	 	Signature: