Common use of Stock Legend Clause in Contracts

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any Each certificate representing Share or Warrant the Exchange Shares shall be stamped or otherwise imprinted with a legend legends substantially in substantially the following form: THESE form (in addition to any legend required by applicable state securities or "blue sky" laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT") OR ANY STATE SECURITIES ACT”)LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1)(A) PURSUANT TO AN AVAILABLE THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR ANOTHER THEN AVAILABLE EXEMPTION UNDER THE ACT AND STATE SECURITIES ACTLAWS, OR (B) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND AFTER RECEIPT BY THE COMPANY OF WHEREIN MANCHESTER INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THAT REGISTRATION OF SUCH SECURITIES UNDER THE COMPANY THAT SUCH REGISTRATION ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED REQUIRED, OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR THAT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TIME OF SUCH TRANSFER); AND (2) PRIOR TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12ANY SUCH TRANSFER, 2014 BY AND AMONG STAR SCIENTIFIC, IT WILL FURNISH TO MANCHESTER INC. AND THE SEVERAL INVESTORS PARTY THERETO TRANSFER AGENT FOR THE COMMON STOCK SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS MANCHESTER INC. OR SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT OR STATE SECURITIES LAWS; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITIES EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED HEREBY MAY NOT BE AMENDED FROM TIME TO TIMECONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company Parent agrees to issue the Shares or Warrant Shares, issued upon exercise reissue certificates representing any of the Warrant Exchange Shares without the legends legend set forth above if at such time time, prior to making any transfer of any such Exchange Shares, such holder thereof shall give written notice to the Parent describing the manner and terms of such transfer and removal as the Holder thereof is Parent may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) permitted the Parent has received an opinion of counsel reasonably satisfactory to transfer the Parent, to the effect that the registration of the Exchange Shares under the Securities Act is not required in connection with such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from proposed transfer; (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Parent with the Commission and has become effective under the Securities Act, and upon such transfer after delivery to ; (iii) the Company of a customary representation Parent has received other evidence reasonably satisfactory to the Company Parent that such exemption registration and qualification under the Securities Act and state securities laws are not required; or (iv) the holder provides the Parent with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Parent has been metreceived an opinion of counsel reasonably satisfactory to the Parent, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition; or (ii) at compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Parent will respond to any such time notice from a holder within five (5) business days. In the case of any proposed transfer under this section, the Parent will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified; (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject; or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Parent. The restrictions on transfer contained in this section shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Exchange Shares or Warrant is required to be issued to a purchaser without a legend, in lieu of delivering physical certificates representing the Exchange Shares, as applicableprovided the Parent's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, have been registered for resale under the Securities Act, and upon Parent shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Exchange Shares to a purchaser by crediting the account of such resale after delivery purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the Company extent not inconsistent with any provisions of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anythis Agreement).

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Prior Warrant Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Prior Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Prior Warrant Shares or Warrant Shares, issued upon exercise of the Prior Warrant or Warrant, as applicable, without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Prior Warrant Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration Rule 144 under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, such securities have been registered for resale under the Securities Act, and upon such resale after delivery resale, and subject to the Company of a customary representation that undertaking in Section 4.14 hereof by the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anyInvestor.

Stock Legend. 6.1 Upon payment therefor as provided in this AgreementEach Seller understands and agrees that ICGL Stock certificates shall bear the legends set forth below, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall substantially equivalent legends, together with any other legends that may be stamped required by ICGL or otherwise imprinted with a legend in substantially the following formby applicable state or federal securities laws: THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACTACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION, INCLUDING, BUT NOT LIMITED TO, REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), EXISTS AND AFTER RECEIPT BY THE COMPANY OF RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION IS NOT REQUIRED STATEMENT UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN METAPPLICABLE STATE SECURITIES LAWS. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT BY THIS CERTIFICATE MAY NOT BE SOLD TO RIGHTS A U.S. PERSON OR INTO THE UNITED STATES FOR A PERIOD OF ONE (1) YEAR FROM NOVEMBER 14, 2017, OR SUCH EARLIER DATE AS PERMITTED BY REGULATION S, AND OBLIGATIONS AS SET FORTH MAY ONLY BE SOLD IN A ACCORDANCE WITH REGULATION S, ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES PURCHASE AND ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIMESTATEMENT. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends legend set forth above at shall be removed and ICGL shall issue a certificate without such time as legend to the Holder thereof holder of any ICGL Stock upon which it is stamped, if, unless otherwise required by applicable state securities laws, (ia) permitted to transfer such Shares or Warrant Sharesthe ICGL Stock are registered for sale under an effective registration statement filed under the Securities Act of 1933, as applicable, without restriction amended (the “Securities Act”) or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides ICGL with an available exemption from opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such ICGL Stock may be made without registration under the Securities Act, and upon such which opinion shall be accepted by ICGL so that the sale or transfer after delivery is effected. Each Seller agrees to sell all ICGL Stock, including those represented by a certificate from which the Company of a customary representation satisfactory to the Company that such exemption legend has been metremoved, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied in compliance with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been metrequirements, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this AgreementWithout limiting the provisions of Section 2.02 hereof, the Company will issue the Shares First Supplemental Warrant and the First Supplemental Preferred Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the First Supplemental Warrant or the First Supplemental Preferred Shares, as the case may be, under the Securities Act or under applicable state securities laws, the First Supplemental Preferred Shares in and, at the name time of each Investor. Any exercise of a First Supplemental Warrant, any stock certificate representing Share or issued pursuant to the exercise of a First Supplemental Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially will bear the following formlegend: THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR PURSUANT TO AN AVAILABLE ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, THE NORTH CAROLINA SECURITIES ACT, AS AMENDED, THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND AFTER RECEIPT BY THE COMPANY GEORGIA SECURITIES ACT OF AN OPINION OF COUNSEL SATISFACTORY 1973, AS AMENDED, AND (B) ARE SUBJECT TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS TERMS OF AND OBLIGATIONS AS SET FORTH IN PROVISIONS OF A SECURITIES PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT A SHAREHOLDER AGREEMENT, EACH DATED AS OF MARCH 12FEBRUARY 28, 2014 BY AND 1997 AMONG STAR SCIENTIFICJOTAN, INC. (THE "COMPANY"), RICE PARTNERS II, L.P., F- SOUTHLAND, FF-SOUTHLAND, L.P., F-JOTAN, L.L.C. AND THE SEVERAL INVESTORS PARTY THERETO OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE AMENDED SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE "AGREEMENTS"). The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY." All shares of Capital Stock of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery Company subject to the Company of Shareholder Agreement will bear a customary representation satisfactory legend to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anyeffect.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share Shares or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN RELIANCE UPON AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND 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 OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN METACT. Any Additionally, any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 1213, 2014 2008 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant Warrant, without the legends legend set forth above at such time as the Holder holder thereof is (i) permitted to transfer dispose of such Shares or Warrant Shares, as applicable, Shares without restriction pursuant to an available exemption from registration Rule 144 under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been metdisposal, or (ii) at such time the Shares or Warrant Shares, as applicable, securities have been registered for resale under the Securities 1933 Act, and upon such resale after delivery subject to the Company of a customary representation that undertaking in Section 4.14 hereof by the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anyInvestor.

Stock Legend. 6.1 Upon payment therefor as provided The Company and each Securityholder agree that all certificates or agreements representing Securities (or options or other instruments to purchase Securities) that at any time are subject to the provisions of this Agreement will have endorsed upon them in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with capitalized type a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS SECURITYHOLDERS AGREEMENT ("AGREEMENT"), DATED AS OF MARCH 1215, 2014 BY AND AMONG STAR SCIENTIFIC1999, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN OF ITS SECURITYHOLDERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. The Warrant shall be imprinted with THE AGREEMENT CONTAINS CERTAIN RESTRICTIONS ON SUCH SECURITIES, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN STRICT ACCORDANCE WITH THE TERMS OF THE AGREEMENT. A COPY OF THE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING SUCH A COPY. Each holder of Securities (or options or other instruments to purchase Securities) subject to the legends set forth in provisions of this Agreement issued prior to the Warrant on Exhibit A heretodate hereof agrees to deliver all certificates and agreements representing Securities to the Company for the purpose of endorsing said legend thereon. The Company agrees to issue maintain a counterpart of this Agreement in its principal and/or registered office. Under no circumstances will any sale or other transfer of any Securities subject to this Agreement be valid until the Shares or Warrant Sharesproposed transferee has executed and become a party to an Agreement substantially similar to this Agreement and thereby becomes subject to all provisions of this Agreement, issued upon exercise unless the requirement is waived by written consent of the Warrant without parties to this Agreement as provided below; and notwithstanding any other provisions of this Agreement, no such sale or other transfer of any kind will in any event result in the legends set forth above nonapplicability of the provisions of this Agreement at such any time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under any of the Securities Act, and upon such transfer after delivery subject to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anythis Agreement.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares Any and the Warrant Shares in the name all certificates now or hereafter issued evidencing shares of Common Stock held by each Investor. Any certificate representing Share or Warrant Shares Stockholder shall be stamped or otherwise imprinted with have endorsed upon them a legend in substantially the following formas follows: THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER PRIOR TO THE PROPOSED TRANSACTION THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF MARCH 17, 1998 (A COPY OF WHICH IS ON FILE WITH THE SECURITIES SECRETARY OF THE ISSUER) WHICH PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RIGHTS OF PURCHASE OF SUCH SHARES BY THE ISSUER AND EXCHANGE COMMISSION AND CERTAIN RESTRICTIONS ON TRANSFER THEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFEREDTRANSFERRED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR DISPOSITION COMPLIES WITH THE TERMS OF SAID STOCKHOLDERS AGREEMENT, INCLUDING WITHOUT LIMITATION THE REQUIREMENT THAT PERMITTED TRANSFEREES EXECUTE AN AGREEMENT PROVIDING THAT THE TRANSFEREE AGREES TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BE BOUND BY THE COMPANY TERMS OF AN OPINION SAID STOCKHOLDERS AGREEMENT. ANY SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR DISPOSITION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall STOCKHOLDERS AGREEMENT SHALL BE VOID." Such certificates may also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant bear such other legends and shall be imprinted subject to such restrictions on transfer as may be necessary to comply with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares any stock option, voting agreement or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, restricted stock agreement and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, all applicable Federal and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement state securities laws and that the prospectus delivery requirements have been met, if anyregulations.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 1210, 2014 2010 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT AGREEMENTS DATED AS OF MARCH 1213, 2014 2009 AND MARCH 9, 2010, IN EACH CASE, BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Adjusted Warrant shall be imprinted with the legends set forth in the Adjusted Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Adjusted Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement registration statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant the Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO THE RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT AGREEMENT, DATED AS OF MARCH 12AUGUST 8, 2014 2014, BY AND AMONG STAR SCIENTIFICBETWEEN ROCK CREEK PHARMACEUTICALS, INC. AND THE SEVERAL INVESTORS INVESTOR PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the form of Warrant on attached hereto as Exhibit A hereto. A. The Company agrees to issue the Shares or and the Warrant Shares, Shares issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration Rule 144 under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, such securities have been registered for resale under the Securities Act, and upon such resale after delivery resale, and subject to the Company of a customary representation that the Holder has complied with the plan of distribution undertakings in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anySection 4.14 hereof by Investor.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, The stock certificates evidencing ownership of the Company shares of Common Stock acquired by Principal under the Merger Agreement will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in bear substantially the following formlegends: THESE THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED WITH UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933OR IN A TRANSACTION WHICH, AS AMENDED (IN THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT COMPANY, IS EXEMPT FROM SUCH REGISTRATION IS NOT REQUIRED UNDER REGISTRATION. THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED EVIDENCED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH RESTRICTIONS ON TRANSFER CONTAINED IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT THAT CERTAIN SHAREHOLDERS' AGREEMENT, DATED AS OF MARCH 12______________, 2014 BY AND AMONG STAR SCIENTIFICBETWEEN PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, PRINCIPAL HEALTH CARE, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY COMPANY, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE PROVISIONS OF THE SHAREHOLDERS' AGREEMENT SHALL BE AMENDED FROM TIME TO TIMEVOID AB INITIO AND SHALL NOT BE RECOGNIZED BY THE COMPANY. The Warrant legend in the first paragraph above shall be imprinted with removed by the legends set forth in Company from and after the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise expiration of the Warrant without holding period for restricted securities under the legends set forth above at Act, if the Company shall receive an opinion of counsel, from counsel reasonably acceptable to the Company, that such time as the Holder thereof legend is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration not required under the Securities ActAct or any state securities laws. In addition, whenever any shares cease to be subject to this Agreement and are not otherwise restricted securities, the shareholder thereof shall be entitled to receive from the Company, without expense, upon such transfer after delivery surrender to the Company of the certificate representing such shares, a customary representation satisfactory to new certificate representing such shares, of like tenor but without a legend of the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anycharacter set forth above.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12NOVEMBER 5, 2014 2010 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 1230, 2014 2011 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this AgreementThe stock certificates evidencing ownership of the shares of Common Stock acquired by WPEP, WPNI, WPNII and WPNIII under the Company Purchase Agreement will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in bear substantially the following formlegends: THESE THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED WITH UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933OR IN A TRANSACTION WHICH, AS AMENDED (IN THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT COMPANY, IS EXEMPT FROM SUCH REGISTRATION IS NOT REQUIRED UNDER REGISTRATION. THE SECURITIES ACT OR EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN SHAREHOLDERS’ AGREEMENT, DATED MAY 5, 2000, BETWEEN THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN METCOMPANY AND WARBURG, XXXXXX EQUITY PARTNERS, L.P. AND CERTAIN OF ITS AFFILIATES, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. Any certificate representing ANY ATTEMPTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT SHALL BE VOID AB INITIO AND SHALL NOT BE RECOGNIZED BY THE COMPANY. The legend in the Warrant Shares issued first paragraph above shall be removed by the Company shall also be stamped or otherwise imprinted with a legend in substantially from and after the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise expiration of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration holding period for restricted securities under the Securities Act, if the Company shall receive an opinion of counsel, from counsel reasonably acceptable to the Company, that such legend is not required under the Securities Act or any state securities laws. In addition, whenever any shares cease to be subject to this Agreement and are not otherwise restricted securities, the shareholder thereof shall be entitled to receive from the Company, without expense, upon such transfer after delivery surrender to the Company of the certificate representing such shares, a customary representation satisfactory to new certificate representing such shares, of like tenor but without a legend of the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anycharacter set forth above.

Stock Legend. 6.1 Upon payment therefor as provided in this AgreementAgreement and/or the Warrant (as applicable), the Company will issue to each Investor, in the Shares name of such Investor, the Prior Warrant Shares, the Shares, and the Warrant Shares in the name of each purchased by such Investor. Any certificate representing Share the Prior Warrant Shares or Warrant the Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO THE RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT AGREEMENT, DATED AS OF MARCH 12JANUARY 28, 2014 2015, BY AND AMONG STAR SCIENTIFICBETWEEN ROCK CREEK PHARMACEUTICALS, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant Warrants shall be imprinted with the legends set forth in the form of Warrant on attached hereto as Exhibit A hereto. A. The Company agrees to issue the Shares or Warrant Shares, the Prior Warrant Shares issued upon exercise of the Prior Warrants, and the Warrant Shares issued upon exercise of the Warrants, as applicable, without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares Shares, Prior Warrant Shares, or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration Rule 144 under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, such securities have been registered for resale under the Securities Act, and upon such resale after delivery resale, and subject to the Company of a customary representation that undertakings in Section 4.14 hereof by the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anyInvestors.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any Each certificate representing Share or Warrant the Exchange Shares shall be stamped or otherwise imprinted with a legend legends substantially in substantially the following form: THESE form (in addition to any legend required by applicable state securities or "blue sky" laws)(the use of the term “Cono Italiano, Inc.” in this legend refers to the Public Company): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT") OR ANY STATE SECURITIES ACT”)LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1)(A) PURSUANT TO AN AVAILABLE THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR ANOTHER THEN AVAILABLE EXEMPTION UNDER THE ACT AND STATE SECURITIES ACTLAWS, OR (B) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND AFTER RECEIPT BY WHEREIN THE COMPANY OF ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY THAT REGISTRATION OF SUCH SECURITIES UNDER THE ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED, OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (2) PRIOR TO ANY SUCH TRANSFER, IT WILL FURNISH TO THE COMPANY ISSUER AND THE TRANSFER AGENT FOR THE COMMON STOCK SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS THE ISSUER OR SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION IS NOT REQUIRED UNDER REQUIREMENTS OF THE ACT OR STATE SECURITIES LAWS; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITIES ACT OR THAT EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN METEFFECT OF THIS LEGEND. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED EVIDENCED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH MAY NOT BE CONDUCTED UNLESS IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND COMPLIANCE WITH THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIMEACT. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Public Company agrees to issue the Shares or Warrant Shares, issued upon exercise reissue certificates representing any of the Warrant Exchange Shares without the legends legend set forth above if at such time time, prior to making any transfer of any such Exchange Shares, such holder thereof shall give written notice to the Public Company describing the manner and terms of such transfer and removal as the Holder thereof is Public Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) permitted the Public Company has received an opinion of counsel reasonably satisfactory to transfer the Public Company, to the effect that the registration of the Exchange Shares under the Securities Act is not required in connection with such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from proposed transfer; (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Public Company with the Commission and has become effective under the Securities Act, and upon such transfer after delivery to ; (iii) the Public Company of a customary representation has received other evidence reasonably satisfactory to the Public Company that such exemption registration and qualification under the Securities Act and state securities laws are not required; or (iv) the holder provides the Public Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Public Company has been metreceived an opinion of counsel reasonably satisfactory to the Public Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition; or (ii) at such time the Shares compliance with applicable state securities or Warrant Shares, as applicable, have "blue sky" laws has been registered for resale under the Securities Act, and upon such resale after delivery to the Company of effected or a customary representation that the Holder has complied valid exemption exists with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anyrespect thereto.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares The Warrants and the Warrant Shares in have not been registered under the name of each InvestorAct or qualified under applicable state securities laws. Any certificate representing Share or Accordingly, unless there is an effective registration statement and qualification respecting the Warrants and the Warrant Shares shall be stamped under the Act or otherwise imprinted with under applicable state securities laws at the time of exercise of a legend in substantially Warrant, any stock certificate issued pursuant to the exercise of a Warrant will bear the following form(or substantially equivalent) legend: THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR PURSUANT TO AN AVAILABLE ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) REGISTRATION UNDER OR EXEMPTION FROM REGISTRATION UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES ACTLAWS, AND AFTER RECEIPT (II) UNDER CERTAIN CIRCUMSTANCES, IF REQUESTED BY KII HOLDING CORP. (THE COMPANY OF "COMPANY"), AN OPINION OF COUNSEL, WHICH COUNSEL SATISFACTORY SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS TRANSFER DOES NOT REQUIRED UNDER VIOLATE THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE ANY APPLICABLE STATE SECURITIES REPRESENTED HEREBY LAWS, AND (B) ARE ALSO SUBJECT TO RIGHTS THE TERMS AND OBLIGATIONS AS SET FORTH IN PROVISIONS (INCLUDING TRANSFER RESTRICTIONS) OF A SECURITIES WARRANT PURCHASE AND REGISTRATION RIGHTS AGREEMENT AGREEMENT, DATED AS OF MARCH 12DECEMBER 31, 2014 1998, BY AND AMONG STAR SCIENTIFICTHE COMPANY, STELLEX AEROSPACE HOLDINGS, INC. ., STELLEX INDUSTRIES AND THE SEVERAL INVESTORS PARTY THERETO HOLDER OF THIS CERTIFICATE (AS SUCH AGREEMENT MAY BE AMENDED SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE "AGREEMENT"). The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anyCOPIES OF THE AGREEMENT ARE AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY."

Stock Legend. 6.1 Upon payment therefor as provided in this AgreementAgreement and/or the Warrant (as applicable), the Company will issue to Investor the Shares Prior Warrant Shares, the Shares, and the Warrant Shares in the name of each purchased by Investor. Any certificate representing Share the Prior Warrant Shares or Warrant the Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO THE RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT AGREEMENT, DATED AS OF MARCH 12MAY 8, 2014 2015, BY AND AMONG STAR SCIENTIFICBETWEEN ROCK CREEK PHARMACEUTICALS, INC. AND THE SEVERAL INVESTORS PARTY THERETO INVESTOR NAMED THEREIN, AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the form of Warrant on attached hereto as Exhibit A hereto. A. The Company agrees to issue the Shares or Warrant Shares, the Prior Warrant Shares issued upon exercise of the Prior Warrants, and the Warrant Shares issued upon exercise of the Warrant, as applicable, without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares Shares, Prior Warrant Shares, or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration Rule 144 under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, such securities have been registered for resale under the Securities Act, and upon such resale after delivery resale, and subject to the Company of a customary representation that the Holder has complied with the plan of distribution undertakings in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anySection 4.14 hereof by Investor.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 124, 2014 2011 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any Each certificate representing Share or Warrant Shares the Securities shall be stamped or otherwise imprinted with a legend legends substantially in substantially the following form: THESE form (in addition to any legend required by applicable state securities or "blue sky" laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES THAT: (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SHARES EXCEPT (A) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S; OR (B) PURSUANT TO AN AVAILABLE THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, ACT (IF AVAILABLE) OR ANOTHER THEN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATE SECURITIES LAWS OR; (C) IN A TRANSACTION THAT SUCH DOES NOT REQUIRE REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT ANY APPLICABLE STATE LAWS; OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT ACT (AND WHICH CONTINUES TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS BE EFFECTIVE AT THE TIME OF MARCH 12SUCH TRANSFER); (2) PRIOR TO ANY SUCH TRANSFER, 2014 BY AND AMONG STAR SCIENTIFIC, IT WILL FURNISH TO XL GENERATION INTERNATIONAL INC. AND THE SEVERAL INVESTORS PARTY THERETO TRANSFER AGENT FOR THE SHARES SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS XL GENERATION INTERNATIONAL INC. OR SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR STATE SECURITIES LAWS; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE SHARES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A heretoCONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The Company agrees to issue reissue certificates representing any of the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends legend set forth above if at such time time, prior to making any transfer of any such Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Holder thereof is Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) permitted the Company has received an opinion of counsel reasonably satisfactory to transfer the Company, to the effect that the registration of the Shares under the Securities Act is not required in connection with such Shares or Warrant Sharesproposed transfer, as applicable, without restriction pursuant to an available exemption from (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, and upon such transfer after delivery to (iii) the Company of a customary representation has received other evidence reasonably satisfactory to the Company that such exemption registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has been metreceived an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) at compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such time notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant is required to be issued to a purchaser without a legend, in lieu of delivering physical certificates representing the Shares, as applicableprovided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, have been registered for resale under the Securities Act, and upon Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares to a purchaser by crediting the account of such resale after delivery purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the Company extent not inconsistent with any provisions of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anythis Agreement).

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, The stock certificates evidencing ownership of the Company shares of Common Stock acquired by Principal under the Merger Agreement will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in bear substantially the following formlegends: THESE THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED WITH UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933OR IN A TRANSACTION WHICH, AS AMENDED (IN THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT COMPANY, IS EXEMPT FROM SUCH REGISTRATION IS NOT REQUIRED UNDER REGISTRATION. THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED EVIDENCED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH RESTRICTIONS ON TRANSFER CONTAINED IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT THAT CERTAIN SHAREHOLDERS' 2 AGREEMENT, DATED AS OF MARCH 12APRIL 1, 2014 BY AND AMONG STAR SCIENTIFIC1998, BETWEEN PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, PRINCIPAL HEALTH CARE, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY COMPANY, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE PROVISIONS OF THE SHAREHOLDERS' AGREEMENT SHALL BE AMENDED FROM TIME TO TIMEVOID AB INITIO AND SHALL NOT BE RECOGNIZED BY THE COMPANY. The Warrant legend in the first paragraph above shall be imprinted with removed by the legends set forth in Company from and after the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise expiration of the Warrant without holding period for restricted securities under the legends set forth above at Act, if the Company shall receive an opinion of counsel, from counsel reasonably acceptable to the Company, that such time as the Holder thereof legend is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration not required under the Securities ActAct or any state securities laws. In addition, whenever any shares cease to be subject to this Agreement and are not otherwise restricted securities, the shareholder thereof shall be entitled to receive from the Company, without expense, upon such transfer after delivery surrender to the Company of the certificate representing such shares, a customary representation satisfactory to new certificate representing such shares, of like tenor but without a legend of the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anycharacter set forth above. SECTION 2.

Stock Legend. 6.1 Upon payment therefor as provided in this AgreementAgreement and/or the Warrant (as applicable), the Company will issue to Investor the Shares and the Warrant Shares in the name of each purchased by Investor. Any certificate representing Share or Warrant the Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO THE RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT AGREEMENT, DATED AS OF MARCH 12_________, 2014 2016, BY AND AMONG STAR SCIENTIFICBETWEEN ROCK CREEK PHARMACEUTICALS, INC. AND THE SEVERAL INVESTORS PARTY THERETO INVESTOR NAMED THEREIN, AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the form of Warrant on attached hereto as Exhibit A hereto. A. The Company agrees to issue the Shares or and the Warrant Shares, Shares issued upon exercise of the Warrant Warrant, as applicable, without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration Rule 144 under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, such securities have been registered for resale under the Securities Act, and upon such resale after delivery resale, and subject to the Company of a customary representation that the Holder has complied with the plan of distribution undertakings in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anySection 4.14 hereof by Investor.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, The stock certificates evidencing ownership of the Company shares of Common Stock acquired by Principal under the Exchange Agreement will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in bear substantially the following formlegends: THESE THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED WITH UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933OR IN A TRANSACTION WHICH, AS AMENDED (IN THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT COMPANY, IS EXEMPT FROM SUCH REGISTRATION IS NOT REQUIRED UNDER REGISTRATION. THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED EVIDENCED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH RESTRICTIONS ON TRANSFER CONTAINED IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT THAT CERTAIN SHAREHOLDERS' AGREEMENT, DATED AS OF MARCH 12[ ], 2014 BY AND AMONG STAR SCIENTIFICBETWEEN PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, PRINCIPAL HEALTH CARE, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY COMPANY, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE PROVISIONS OF THE SHAREHOLDERS' AGREEMENT SHALL BE AMENDED FROM TIME TO TIMEVOID AB INITIO AND SHALL NOT BE RECOGNIZED BY THE COMPANY. The Warrant legend in the first paragraph above shall be imprinted with removed by the legends set forth in Company from and after the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise expiration of the Warrant without holding period for restricted securities under the legends set forth above at Act, if the Company shall receive an opinion of counsel, from counsel reasonably acceptable to the Company, that such time as the Holder thereof legend is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration not required under the Securities ActAct or any state securities laws. In addition, whenever any shares cease to be subject to this Agreement and are not otherwise restricted securities, the shareholder thereof shall be entitled to receive from the Company, without expense, upon such transfer after delivery surrender to the Company of the certificate representing such shares, a customary representation satisfactory to new certificate representing such shares, of like tenor but without a legend of the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anycharacter set forth above.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, Yang understands and agrees that the Company will issue shall cause the Shares and legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the Warrant Shares in Settlement Shares, together with any other legends that may be required by the name of each Investor. Any certificate representing Share Company or Warrant Shares shall be stamped by applicable state or otherwise imprinted with a legend in substantially the following formfederal securities laws: THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF OR (B) AN OPINION OF COUNSEL SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN METACT. Any certificate representing the Warrant Shares issued by NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company shall also be stamped issue a certificate without such legend to the holder of the Settlement Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) the Settlement Shares are registered for sale under an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall may be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an available exemption from opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Settlement Shares may be made without registration under the Securities Act, and upon such transfer after delivery to which opinion shall be accepted by the Company of so that the sale or transfer is effected. Yang agrees to sell all Settlement Shares, including those represented by a customary representation satisfactory to certificate from which the Company that such exemption legend has been metremoved, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied in compliance with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been metrequirements, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 129, 2014 2010 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor Each of the Purchaser Share Certificates issued as provided in part of this Agreement, the Company transaction will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially bear the following formlegend until such time as they are not required as set forth below: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OFFERED OR OTHERWISE DISPOSED OF SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT, ACT AND AFTER RECEIPT IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY THE COMPANY OF AN A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT TRANSFEROR TO SUCH REGISTRATION IS NOT REQUIRED UNDER EFFECT, THE SECURITIES ACT OR THAT SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN METCOMPANY. Any certificate representing Certificates evidencing the Warrant Purchaser Shares issued by shall not contain any legend (including the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is above): (i) permitted to transfer following a sale of such Purchaser Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from effective registration under statement (including the Securities Act, and upon Registration Statement) covering such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been metPurchaser Shares, or (ii) at following a sale of such shares pursuant to Rule 144 (assuming the transferor is not an affiliate of the Purchaser), or (iii) while such shares are eligible for sale under Rule 144(k). The Purchaser may not make any notation on its records or give instructions to any transfer agent of the Purchaser that enlarge the restrictions on transfer set forth in this Section. The Purchaser agrees that it shall, within five business days following such time the as restrictive legends would not then be required under this Section, issue and deliver to such Stockholder certificates that are free of restrictive legends representing Purchaser Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company in replacement of a customary representation that the Holder has complied Purchaser Shares previously issued with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anyrestrictive legends.

Stock Legend. 6.1 7.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any As required by the Securities Act, any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder Investor thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder Investor has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.. In addition, as required by Canadian Securities Laws, any certificate representing Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12FEBRUARY 28, 2014 2012 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this AgreementThe stock certificates evidencing ownership of the shares of Common Stock acquired by WPEP, WPNI, WPNII and WPNIII under the Company Purchase Agreement will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in bear substantially the following formlegends: THESE THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED WITH UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933OR IN A TRANSACTION WHICH, AS AMENDED (IN THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT COMPANY, IS EXEMPT FROM SUCH REGISTRATION IS NOT REQUIRED UNDER REGISTRATION. THE SECURITIES ACT OR EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN SHAREHOLDERS' AGREEMENT, DATED MAY 5, 2000, BETWEEN THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN METCOMPANY AND WARBURG, XXXXXX EQUITY PARTNERS, L.P. AND CERTAIN OF ITS AFFILIATES, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. Any certificate representing ANY ATTEMPTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE PROVISIONS OF THE SHAREHOLDERS' AGREEMENT SHALL BE VOID AB INITIO AND SHALL NOT BE RECOGNIZED BY THE COMPANY. The legend in the Warrant Shares issued first paragraph above shall be removed by the Company shall also be stamped or otherwise imprinted with a legend in substantially from and after the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise expiration of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration holding period for restricted securities under the Securities Act, if the Company shall receive an opinion of counsel, from counsel reasonably acceptable to the Company, that such legend is not required under the Securities Act or any state securities laws. In addition, whenever any shares cease to be subject to this Agreement and are not otherwise restricted securities, the shareholder thereof shall be entitled to receive from the Company, without expense, upon such transfer after delivery surrender to the Company of the certificate representing such shares, a customary representation satisfactory to new certificate representing such shares, of like tenor but without a legend of the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anycharacter set forth above.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Prior Warrant Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Prior Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12DECEMBER 22, 2014 2011 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Prior Warrant Shares or Warrant Shares, issued upon exercise of the Prior Warrant or Warrant, as applicable, without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Prior Warrant Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Prior Warrant Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement registration statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in In addition to any legend imposed by applicable state securities laws, the certificate of incorporation of SFX or the rules, regulations and polices of the Federal Communications Commission, all stock issued by SFX pursuant to this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with bear a restrictive legend in stating substantially the following formas follows: THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED, TRANSFERRED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT. FURTHERMORE, THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN "CALL," "PUT", RIGHTS OF FIRST REFUSAL AND OBLIGATIONS AS OFFSET PROVISIONS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS THAT CERTAIN AGREEMENT DATED AS OF MARCH 12, 2014 MERGER BY AND AMONG STAR SCIENTIFICSFX BROADCASTING, INC., ("SFX") NOC-ACQUISITION CORP., CADCO ACQUISITION CORP., QN-ACQUISITION CORP., NEDERLANDER OF CONNECTICUT, INC. AND CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION AND QN CORP. AND CERTAIN OF THE SEVERAL INVESTORS PARTY THERETO STOCKHOLDERS THEREOF DATED FEBRUARY __, 1997 (THE "AGREEMENT"). AS SUCH A RESULT OF THE OFFSET PROVISIONS IN THE AGREEMENT, SHARES NOT VOLUNTARILY SURRENDERED TO SFX MAY BE AMENDED FROM TIME CANCELED ON THE TRANSFER BOOKS OF SFX WITHOUT NOTICE TO TIMETHE HOLDER HEREOF. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if anyTRANSFEREE'S OF THESE SHARES TAKE THESE SHARES SUBJECT TO SUCH CANCELLATION RIGHT.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12SEPTEMBER 22, 2014 2009 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Prior Warrant Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Prior Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12FEBRUARY 28, 2014 2011 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Prior Warrant Shares or Warrant Shares, issued upon exercise of the Prior Warrant or Warrant, as applicable, without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Prior Warrant Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Prior Warrant Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement registration statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Prior Warrant Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Prior Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12FEBRUARY 28, 2014 2012 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Prior Warrant Shares or Warrant Shares, issued upon exercise of the Warrant Prior Warrants or Warrant, as applicable, without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Prior Warrant Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Prior Warrant Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement registration statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Prior Warrant Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Prior Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 122, 2014 2009 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Prior Warrant Shares or Warrant Shares, issued upon exercise of the Prior Warrant or Warrant, as applicable, without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Prior Warrant Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Prior Warrant Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement registration statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 12, 2014 2010 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor conversion as provided in this Section 4 of the Loan Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investorthe Lender. Any certificate representing Share or Warrant the Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS LOAN AGREEMENT DATED AS OF MARCH 12AUGUST 8, 2014 BY AND AMONG STAR SCIENTIFIC, INC. THE COMPANY AND THE SEVERAL INVESTORS LENDER PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor conversion as provided in this Section 4 of the Loan Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investorthe Lender. Any certificate representing Share or Warrant the Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS LOAN AGREEMENT DATED AS OF MARCH 12__________, 2014 BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS LENDER PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Warrant shall be imprinted with the legends set forth in the Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

Stock Legend. 6.1 Upon payment therefor as provided in this Agreement, the Company will issue the Shares and the Warrant Shares in the name of each Investor. Any certificate representing Share or Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. Any certificate representing the Warrant Shares issued by the Company shall also be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND OBLIGATIONS AS SET FORTH IN A SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT AGREEMENTS DATED AS OF MARCH 122, 2014 2009 AND MARCH 5, 2010, IN EACH CASE, BY AND AMONG STAR SCIENTIFIC, INC. AND THE SEVERAL INVESTORS PARTY THERETO AS SUCH MAY BE AMENDED FROM TIME TO TIME. The Adjusted Warrant shall be imprinted with the legends set forth in the Adjusted Warrant on Exhibit A hereto. The Company agrees to issue the Shares or Warrant Shares, issued upon exercise of the Adjusted Warrant without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares or Warrant Shares, as applicable, without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement registration statement and that the prospectus delivery requirements have been met, if any.