Exhibit 10.2
SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT
Between
STAR SCIENTIFIC, INC.,
as Issuer,
And
The Investor Set Forth on Schedule I hereto
February 28, 2012
This SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into and effective as of February 28, 2012, 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 one or more securities
purchase and registration rights agreements with the Company (each a "Prior
Agreement"), whereby the Company sold to the Investor and the Investor purchased
from the Company warrants (each a "Prior Warrant" and collectively, the "Prior
Warrants"), to purchase the aggregate 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 per share exercise prices 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 the Prior Warrants thereby
purchasing the Prior Warrant Shares (A) at their exercise prices 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 one or more warrants, 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.
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2. Delivery