Exhibit 10.3
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS
AS SET FORTH IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 25, 2004, AND
A REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 25, 2004, IN EACH CASE AMONG
STAR SCIENTIFIC, INC. AND CERTAIN OTHER PARTIES THERETO AS SUCH MAY BE AMENDED
FROM TIME TO TIME.
SECOND AMENDED & RESTATED
COMMON STOCK PURCHASE WARRANT
To Purchase 502,681 Shares of $0.0001 par value Common Stock of
Star Scientific, Inc.
THIS SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the "Warrant")
CERTIFIES that, for value received, MANCHESTER SECURITIES CORP., a New York
corporation (the "Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on
or after March 25, 2004 (the "Initial Exercise Date") and on or prior to the
close of business on the fifth (5th) anniversary of the Initial Exercise Date
(the "Termination Date") but not thereafter (the "Exercise Period"), to
subscribe for and purchase from Star Scientific, Inc., a corporation
incorporated in Delaware (the "Company"), up to 502,681 shares (the "Warrant
Shares") of Common Stock, par value $0.0001 per share, of the Company (the
"Common Stock"). This Warrant amends, restates and supercedes in all respects
the Common Stock Purchase Warrant originally issued by the Company to the Holder
on March 25, 2004, as amended and restated on April 15, 2004. The purchase price
of one share of Common Stock (the "Exercise Price") under this Warrant shall be
$4.00, subject to adjustment hereunder. The Exercise Price and the number of
Warrant Shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the "Purchase Agreement"), dated March 25, 2004, between the Company
and the purchaser signatory thereto.
1. Title to Warrant. Prior to the Termination Date and subject to compliance
with applicable laws and Section 7 of this Warrant, this Warrant and all rights
hereunder
1
are transferable, in whole or in part, at the office or agency of the Company by
the Holder in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed and
(b) any other documentation reasonably