COMMON STOCK PURCHASE WARRANT To Purchase 100,000 Shares of $0.0001 par value Common Stock of Star Scientific, Inc.Star Scientific Inc • March 26th, 2004 • Cigarettes
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Reedland Capital Partners, an Institutional Division of Financial West Group (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 100,000 shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $4.49, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2004 • Star Scientific Inc • Cigarettes • New York
This Registration Rights Agreement (“Agreement”) is entered into as of March 25, 2004, between Star Scientific, Inc., a Delaware corporation with offices at 801 Liberty Way, Chester, Virginia 23836 (the “Company”) and the Purchaser set forth on the signature page hereto (the “Purchaser”).
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...Registration Rights Agreement • March 26th, 2004 • Star Scientific Inc • Cigarettes • New York
THIS DEBENTURE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE DEBENTURE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS DEBENTURE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS DEBENTURE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH BELOW.
COMMON STOCK PURCHASE WARRANT To Purchase 502,681 Shares of $0.0001 par value Common Stock of Star Scientific, Inc.Registration Rights Agreement • March 26th, 2004 • Star Scientific Inc • Cigarettes
THIS 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”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $4.476, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adj
SUBORDINATION AGREEMENTSubordination Agreement • March 26th, 2004 • Star Scientific Inc • Cigarettes • New York
This Subordination Agreement is made as of the 25th day of March, 2004 by and among Jonnie R. Williams, residing at 1 Starwood Lane Manakin-Sabot, Virginia 23103 (the “Subordinated Creditor”), Star Scientific, Inc., a Delaware corporation (the “Borrower”) and Manchester Securities Corp., a New York corporation (“Senior Creditor”). Each undefined capitalized term contained herein shall have the meaning set forth in the Securities Purchase Agreement among the Borrower and the Senior Creditor dated the date hereof (“Securities Purchase Agreement”).
LOAN AGREEMENTLoan Agreement • March 26th, 2004 • Star Scientific Inc • Cigarettes • Virginia
This Loan Agreement (“Agreement”) is entered into as of March 22, 2004 between Star Scientific, Inc. a Delaware corporation with a place of business at 801 Liberty Way, Chester, Virginia, 23836 and Jonnie R. Williams, Sr., Chief Executive Officer (“CEO”) of Star Scientific, Inc. with a home address at 1 Starwood Lane, Manakin-Sabat, Virginia, 23103.
SECURITY AGREEMENTSecurity Agreement • March 26th, 2004 • Star Scientific Inc • Cigarettes • New York
Security Agreement, dated as of March 25, 2004 made by and among Star Scientific, Inc., a Delaware corporation with offices at 801 Liberty Way, Chester, Virginia 23836 (the “Company”), each of the Company’s undersigned subsidiaries (the ”Subsidiaries”, the Company and Subsidiaries are hereafter collectively referred to as the “Debtors” or individually as a “Debtor”), Manchester Securities Corp., a New York corporation with offices at 712 Fifth Avenue, 36th Floor, New York, New York 10019, as the secured party hereunder (“Secured Party”), and as collateral agent (the “Collateral Agent”).
AMENDMENT TO MASTER LEASE AGREEMENT AND SCHEDULEMaster Lease Agreement • March 26th, 2004 • Star Scientific Inc • Cigarettes
Whereas General Electric Corporation (“GECC”), as Lessor, and Star Scientific, Inc. (“Scientific”), as Lessee, entered into that certain Master Lease Agreement dated as of June 29, 2001 (the “Master Lease”); and
