Exhibit 10.1
SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT
Between
STAR SCIENTIFIC, INC.,
as Issuer,
And
The Investor Set Forth on Schedule I hereto
December 22, 2011
This SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into and effective as of December 22, 2011, between Star Scientific,
Inc., a Delaware corporation (the "Company"), and the investor set forth on
Schedule I hereto (the "Investor").
WHEREAS, the Investor has previously entered into a securities purchase and
registration rights agreements with the Company (the "Prior Agreement"), whereby
the Company sold to the Investor and the Investor purchased from the Company a
warrant (the "Prior Warrant"), to purchase the amount of shares of the Company's
common stock, par value $0.0001 per share ("Common Stock"), set forth opposite
the Investor's name under the heading "Prior Warrant Shares" on Schedule I
hereto (the "Prior Warrant Shares"), having a per share exercise price set forth
opposite the Investor's name under the heading "Prior Exercise Price" on
Schedule I hereto;
WHEREAS, the Company and the Investor desire that upon the terms and conditions
set forth herein that: (i) Investor will exercise its Prior Warrant thereby
purchasing its Prior Warrant Shares (A) at the exercise price and (B) for the
aggregate exercise price set forth opposite the Investor's name under the
headings "Exercise Price" and "Aggregate Exercise Price", respectively, on
Schedule I hereto and that the Company issue to the Investor the Prior Warrant
Shares; and (ii) Investor will purchase from the Company and the Company will
sell and issue to the Investor a warrant, substantially in the form attached
hereto as Exhibit A (the "Warrant"), to purchase the amount of shares of the
Company's Common Stock set forth opposite the Investor's name under the heading
"New Warrants" on Schedule I hereto (the "Warrant Shares"), having an exercise
price set forth opposite Investor's name under the heading "New Exercise Price"
on Schedule I hereto;
WHEREAS, the Investor acknowledges that as an inducement for the Company to
enter into this Agreement, the Investor has waived its rights under Section 12
of its Prior Warrant, with regard to the transactions contemplated hereby; and
WHEREAS, the Investor will have registration rights with respect to the Warrant
Shares and other Registrable Securities (as defined herein) pursuant to the
terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Agreement to Sell and Purchase the Prior Warrant Shares and Warrant. At the
Closing (as defined herein), the Company will sell to the Investor, and the
Investor will purchase from the Company, upon the terms and subject to the
conditions hereinafter set forth, the Prior Warrant Shares and the Warrant for
the aggregate purchase price set forth opposite the Investor's name under the
heading "Aggregate Exercise Price" on Schedule I hereto.
2. Delivery of the Prior Warrant Shares and Warrant at Closing. The