Exhibit 10.64
SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT
Between
STAR SCIENTIFIC, INC.,
as Issuer,
And
The Investors Set Forth on Schedule I hereto
March 9, 2010
This SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into and effective as of March 9, 2010, 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, each Investor has previously entered into a securities purchase and
registration rights agreement with the Company whereby the Company sold to each
Investor and each Investor purchased from the Company a warrant (in each case a
"Prior Warrant" and collectively, the "Prior Warrants"), to purchase the amount
of shares of the Company's common stock, par value $0.0001 per share ("Common
Stock"), set forth opposite each Investor's name under the heading "Warrant
Shares" on Schedule I (in each case, the "Warrant Shares"), having a per share
exercise price set forth opposite each Investor's name under the heading "Prior
Exercise Price" on Schedule I hereto;
WHEREAS, the Company and each Investor desire that upon the terms and conditions
set forth herein that: (i) the Investor will purchase from the Company and the
Company will issue and sell to the Investor the aggregate amount of shares of
Common Stock opposite to the Investor's name under the heading "Shares" on
Schedule I hereto (in each case, the "Shares") and, in exchange therefor, the
Investor will pay the Company the aggregate consideration set forth opposite the
Investor's name under the heading "Aggregate Consideration" on Schedule I
hereto; and (ii) the Company will reduce the exercise price of the Investor's
Prior Warrants to the exercise price set forth opposite the Investor's name
under the heading "New Exercise Price" on Schedule I hereto (the Prior Warrant
reflecting the New Exercise Price, the "Adjusted Warrant");
WHEREAS, each 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 Warrants, with regard to the transactions contemplated hereby; and
WHEREAS, each Investor will have registration rights with respect to the 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 Adjusted Warrant. At the
Closing (as defined herein), 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, its Shares and the Adjusted Warrant for the
aggregate purchase price set forth opposite each Investor's name under the
heading "Aggregate Consideration" on Schedule I hereto.
2. Delivery of the Shares and Adjusted Warrant at Closing. The completion of the
purchase, sale and issuance of the Shares and the delivery