Exhibit 10.1
SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT
Between
STAR SCIENTIFIC, INC.,
as Issuer,
And
The Investors 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 several investors set
forth on Schedule I hereto (each an "Investor" and collectively, the
"Investors").
WHEREAS, the Company and each Investor desire that Investor will purchase from
the Company and the Company will issue and sell to each Investor (or an
individual retirement account behalf of the Investor), upon the terms and
conditions set forth in this Agreement: (a) the aggregate amount of shares of
the Company's common stock, par value $0.0001 per share ("Common Stock"), set
forth opposite to each Investor's name under the heading "Shares" on Schedule I
hereto (in each case, the "Shares"); and (b) 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 "Warrants" on Schedule I hereto (in each case, the "Warrant Shares"),
having an exercise price of $4.05 per Warrant Share (the "Exercise Price") (a
Share and Warrant Share purchasable under a Warrant, collectively a "Unit");
WHEREAS, the purchase price paid by an Investor for each Unit shall be the price
set forth opposite such Investor's name under the heading "Purchase Price Per
Unit" on Schedule I hereto, and
WHEREAS, each Investor will have registration rights with respect to the Shares,
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 Shares and Warrant. At
the Closing (as defined in Section 2), the Company will sell to each Investor,
and each Investor will purchase from the Company, upon the terms and subject to
the conditions hereinafter set forth, the Shares and the Warrant for the
aggregate purchase price set forth opposite each Investor's name under the
heading "Aggregate Purchase Price" on Schedule I hereto.
2.
Delivery of the Shares and Warrant at Closing. The
completion of the purchase, sale and issuance of the Shares and the Warrant (the
"Closing") shall occur on the date of this Agreement (the "Closing Date") (or
upon such other date as the Company and each Investor shall agree), at the
offices of the Company's counsel. At the Closing, the Company shall issue to
each Investor as indicated on Schedule I hereto (i) one or more stock
certificates, registered in the Investor's name and address as set forth on
Schedule I hereto, representing the Shares and (ii) the Warrant issued in the
name of the Investor. The Company's obligation to issue the