in re star scientific, inc. securities litigation 13-cv...

Case 3:13-cv-00183-JAG-DJN Document 123 Filed 02/05/15 of 35 PageID# 3508

THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

IN RE STAR SCIENTIFIC, INC. ) Master File No. 3:13-CV-00183-JAG SECURITIES LITIGATION )

) CLASS ACTION ) ) ) ) )

AMENDED STIPULATION OF SETTLEMENT

This Amended Stipulation of Settlement, dated as of February 5, 2015 (the "Amended

Stipulation"), is made and entered into by and among the following Parties (as defined further in

§III hereof) to the above-entitled Action: (i) Lead Plaintiff Nancy Lopes (on behalf of herself and

each of the Settlement Class Members), by and through her counsel of record in the Action; (ii)

the Individual Defendants, by and through their counsel of record in the Action; and (iii) Rock

Creek Pharmaceuticals, Inc. (formerly known as Star Scientific, Inc.) and its subsidiary RCP

Development, Inc. (formerly known as Rock Creek Pharmaceuticals, Inc.), by and through its

counsel of record in the Action. The Amended Stipulation is intended by the Parties to fully,

finally, and forever resolve, discharge, and settle the Released Claims as defined herein, and to

dismiss the Action with prejudice, upon and subject to the terms and conditions hereof, without

any admission or concession as to the merits or lack of merit of any claim or defense by Lead

Plaintiff or Defendants.

I. THE LITIGATION

During the relevant time frame, Star Scientific sold and developed nutritional

supplements and cosmetic products. Between March 25, 2013 and May 7, 2013, a number of

Star Scientific shareholders filed class action complaints in the United States District Court for

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the Eastern District of Virginia on behalf of purchasers of Star Scientific common stock (the

"Action"). On June 21, 2013, plaintiff Nancy Lopes was appointed Lead Plaintiff, Robbins

Arroyo LLP was appointed Lead Counsel, and Hirschler Fleischer, P.C. was appointed Liaison

Counsel by the Court.

Lead Plaintiff filed the Complaint on September 5, 2013, alleging violations of §§10(b)

and 20(a) of the Exchange Act, 15 U.S.C. §78j(b) and §78t(a), and Rule 10b-5 promulgated

thereunder by the U.S. Securities and Exchange Commission ("SEC"), 17 C.F.R. §240.10b-5, on

behalf of a class of all persons and entities who purchased or otherwise acquired the publicly

traded common stock of Star Scientific between March 2, 2011 and January 23, 2013, inclusive.

Specifically, the Complaint alleged that Defendants made materially false and misleading

statements during the Class Period in press releases and filings with the SEC.

On October 25, 2013, Defendants filed a Motion to Dismiss Plaintiff's Consolidated

Amended Complaint ("Motion to Dismiss") on the grounds that, inter alia, the market was

already aware of the truth of the Johns Hopkins researchers' financial relationship to Star

Scientific prior to the time of the alleged representations, that Lead Plaintiff had not adequately

alleged and could not prove specific misrepresentations, that Lead Plaintiff had not adequately

alleged that Defendants acted with scienter, and/or that any of the misstatements could be

attributed to any of the Individual Defendants. Lead Plaintiff opposed the Motion to Dismiss,

and the Court held a hearing on the Motion to Dismiss on January 7, 2014. At the hearing, the

Court issued an initial pretrial order, which set a trial date and deadlines for filing motions and

completing discovery. The Court ordered supplemental briefing on the motion to dismiss on

January 7, 2014 and on March 13, 2014.

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Soon after the motion to dismiss hearing, the Parties began serving discovery requests on

each other. Before any discovery was exchanged, the U.S. Department of Justice moved to

intervene in the case and stay all discovery. The Court granted the motion to stay on January 28,

2014, staying the case until the conclusion of the jury trial or other disposition in the case of U.S.

v. Robert F. McDonnell and Maureen G. McDonnell, No. 3:14cr12-JRS (E.D. Va.). Pursuant to

this stay, the Parties moved to postpone all case-related deadlines pending the lifting of the stay

of discovery, which the Court granted on February 11, 2014.

On February 4, 2014, the Parties appeared telephonically with the Honorable Judge

David J. Novak to confirm that a settlement conference would proceed despite the stay. In

advance of the March 4, 2014 settlement conference (the "Settlement Conference"), the Parties

filed Settlement Conference briefs. Lead Plaintiff also sent a settlement demand letter proposing

a settlement consisting of a common fund. Thereafter, on March 4 2014, the Parties participated

in an in-person Settlement Conference with the Honorable Judge David J. Novak.

Thereafter, the Parties agreed to schedule an all-day, in person mediation with Jed

Melnick of JAMS, an experienced mediator with extensive experience in handling complex

representative actions, including class actions. The Parties eventually reached an agreement in

principle to settle the Action at the mediation on July 29, 2014.

On August 20, 2014, the Court entered an Order denying the Motion to Dismiss without

prejudice to its later renewal in the event that the case does not settle and ordered the Parties to

submit a Amended Stipulation of Dismissal by October 6, 2014.

II. ASSERTIONS AND DENIALS OF THE PARTIES AND THE BENEFITS OF THE SETTLEMENT

Lead Plaintiff believes that Plaintiffs' claims have merit and that the evidence gathered to

date supports the claims. Lead Plaintiff recognizes and acknowledges the expense and length of

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continued proceedings necessary to prosecute the Action against Defendants through trial and, if

necessary, through potential appeals. Lead Plaintiff has also taken into account the uncertain

outcome and the risk of any litigation, especially in complex actions such as the Action, as well

as the difficulties and delays inherent in such litigation. Lead Plaintiff is also mindful of the

problems of proof, and possible defenses to the securities law violations asserted in the Action.

Lead Plaintiff believes that the Settlement set forth in the Amended Stipulation confers

substantial benefits upon Settlement Class Members, is in the best interests of the Settlement

Class Members, and is fair, reasonable, and adequate.

Defendants, individually and collectively, have denied and continue to deny each and

every claim and contention alleged in the Action. Defendants have vigorously denied and

continue to deny all charges of wrongdoing or liability against them arising out of any of the

conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action.

Nonetheless, Defendants have concluded that further defense of the Action would be protracted

and expensive, and that it is desirable that the Action be fully and finally settled in the manner

and upon the terms and conditions set forth in this Amended Stipulation. Defendants also

considered the uncertainty and risks inherent in any litigation, especially in complex cases like

the Action. Defendants have, therefore, determined that it is desirable and beneficial to them to

settle the Action in the manner and upon the terms and conditions set forth in this Amended

Stipulation.

III.TERMS OF AMENDED STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among

Lead Plaintiff, acting on behalf of herself and all Settlement Class Members, and Defendants, by

and through their respective counsel or attorneys of record, that, subject to the approval of the

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Court, the Action, the Released Claims, and all matters encompassed within the scope of the

releases set forth or referenced in this Amended Stipulation shall be finally, fully, and forever

compromised, settled, and released, and the Action shall be dismissed with prejudice as to all

Parties, upon and subject to the terms and conditions of the Amended Stipulation, as follows.

1. Definitions

As used in this Amended Stipulation, the following terms have the meanings specified

below:

1.1 "Action" means the consolidated putative class action pending in this Court,

captioned In Re Star Scientific, Inc., Securities Litigation, Case No. 3:13-CV-00183-JAG (E.D.

VA.).

1.2 "Authorized Claimant" means any Settlement Class Member (or the

representative of such Settlement Class Member, including, without limitation, its agents,

administrators, executors, heirs, successors, and assigns) whose claim for recovery has been

allowed pursuant to the terms of the Amended Stipulation.

1.3 "Claimant" means any Settlement Class Member (or the representative of such

Settlement Class Member, including, without limitation, its agents, administrators, executors,

heirs, successors, and assigns) who files a Proof of Claim and Release Form in such form and

manner, and within such time, as the Court shall prescribe.

1.4 "Claims Administrator" means the firm of Angeion Group.

1.5 "Class Period" means the period between May 10, 2011, and September 12, 2014,

inclusive.

1.6 "Complaint" means the Consolidated Amended Complaint for Violations of the

Federal Securities Laws, filed on September 5, 2013.

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1.7 "Court" means the U.S. District Court for the Eastern District of Virginia.

1.8 "Defendants" means the Individual Defendants and Star Scientific.

1.9 "Defendants' Counsel" means Spotts Fain PC, K&L Gates LLP, and McGuire

Woods, LLP.

1.10 "Effective Date" means the first date by which all of the events and conditions

specified in ¶11.1 of the Amended Stipulation have been met and have occurred.

1.11 "Escrow Account" means the interest-bearing account controlled by the Escrow

Agent into which Defendants shall cause to be paid the sum of $5,900,000 on behalf of

Defendants.

1.12 "Escrow Agent" means Robbins Arroyo LLP or its successor.

1.13 "Excluded Class Members" means Settlement Class Members who timely and

validly request exclusion from the Settlement Class pursuant to the Notice of Pendency of

Settlement.

1.14 "Fee and Expense Amount" means such amounts as may be awarded by the Court

to Lead Counsel in connection with the Action from the Settlement Consideration, which may

include some or all of the following: (i) an award of attorneys' fees; and (ii) an award of expenses

to Lead Counsel in connection with prosecuting the Action, including, without limitation,

expenses attributable to the investigation into the claims underlying the Action.

1.15 "Final" means the expiration of the time in which to appeal the Judgment, in the

form of Exhibit B attached hereto, has passed without any appeal having been taken, which date

shall be deemed to be 30 days following the entry of the Judgment, unless the date to take such

an appeal shall have been extended by Court order or otherwise, or unless the 30th day falls on a

weekend or a Court holiday, in which case the date for purposes of this Amended Stipulation

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shall be deemed to be the next business day after such 30th day.

1.16 "Final Approval Hearing" means the hearing to determine whether the proposed

Settlement embodied by this Amended Stipulation is fair, reasonable, and adequate to the

Settlement Class, and whether the Court should enter a Judgment approving the proposed

Settlement.

1.17 "Individual Defendants" means Paul L. Perito, Jonnie R. Williams, Sr., Park A.

Dodd, III and Curtis Wright.

1.18 "Judgment" means the final order and judgment to be rendered by the Court, in

the form attached hereto as Exhibit B, or such other substantially similar form agreed to by the

Parties. The Judgment may issue no earlier than ninety days after the provision of notice as

required by 28 U.S.C. §1715.

1.19 "Lead Counsel" means Robbins Arroyo LLP.

1.20 "Lead Plaintiff" means plaintiff Nancy Lopes.

1.21 "Notice" means the notice of the proposed Settlement and Final Approval

Hearing, substantially in the form annexed hereto as Exhibit A-1, which is to be mailed to

Settlement Class Members, pursuant to the Preliminary Approval Order.

1.22 "Notice and Administration Costs" means all costs associated with providing

notices to the Settlement Class and the administration of the Settlement, including, without

limitation, all costs associated with: preparing, printing and mailing the Notice and Proof of

Claim and Release Forms to Settlement Class Members; publishing the Summary Notice;

maintenance and staffing of a toll-free telephone hotline and case-dedicated website; review and

processing by the Claims Administrator of written communications from Settlement Class

Members and others; processing Proofs of Claim; and distributing the Settlement Consideration;

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provided however, that the Notice and Administration Costs described herein shall not include

any of the Fee and Expense Amount.

1.23 "Parties" means, collectively, Star Scientific, the Individual Defendants and Lead

Plaintiff, on behalf of herself and the Settlement Class Members.

1.24 "Person" means a natural person, individual, corporation, partnership, limited

partnership, association, joint stock company, estate, legal representative, trust, unincorporated

association, government or any political subdivision or agency thereof, and any business or legal

entity and their spouses, heirs, predecessors, successors, representatives or assignees.

1.25 "Plan of Allocation" means a plan or formula of allocation of the Settlement

Consideration whereby the Settlement Consideration shall be distributed to Authorized

Claimants after payment of Notice and Administration Costs, Taxes and Tax Expenses, and any

such Fee and Expense Amount, and interest as may be awarded by the Court. Any Plan of

Allocation is not part of the Amended Stipulation and Defendants and their Related Parties shall

have no responsibility therefor or liability with respect thereto. In the event the Plan of

Allocation is not approved, the terms of this Amended Stipulation remain binding upon Lead

Plaintiff, Settlement Class Members, and Defendants.

1.26 "Preliminary Approval Order" means the preliminary approval order as entered by

the Court substantially in the form annexed hereto as Exhibit A.

1.27 "Proof of Claim" or "Proof of Claim and Release Form" means the form,

substantially in the form annexed hereto as Exhibit A-2, that will be mailed to Settlement Class

Members with the Notice and pursuant to which Members of the Settlement Class submit a claim

by completing, signing, dating, and returning it to the Claims Administrator in accordance with

the procedures set forth therein.

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1.28 "Related Parties" means each of a Defendant's past or present directors, officers,

employees, affiliates, associates, agents, partners, insurers, co-insurers, reinsurers, principals,

controlling shareholders, members, attorneys, accountants, auditors, underwriters, advisors,

investment advisors, personal or legal representatives, predecessors, successors, assigns, parents,

subsidiaries, divisions, joint ventures, spouses, heirs, estates, related or affiliated entities, any

entity in which a Defendant has a controlling interest, any member of an Individual Defendant's

immediate family, any trust of which an Individual Defendant is the settlor or which is for the

benefit of an Individual Defendant and/or any member of an Individual Defendant's immediate

family, and any entity in which a Defendant and/or any member of an Individual Defendant's

immediate family has or have a controlling legal or beneficial interest (directly or indirectly) or

that is related to or affiliated with any Defendant.

1.29 "Released Claims" shall collectively mean all claims, debts, liabilities suits,

demands, rights, liabilities and causes of action of every nature and description whatsoever

(including, without limitation, any claims for damages, interest, attorneys' fees, expert or

consulting fees, and any other costs, expenses, or liabilities whatsoever), whether based on

federal, foreign, international, state, local, statutory or common law, or any other law, rule, or

regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated,

suspected or unsuspected, discoverable or undiscoverable, at law or in equity, matured or

unmatured, whether class, derivative, or individual in nature, including both known claims and

Unknown Claims (as defined below): (i) that have been asserted in the Action by the Lead

Plaintiff and/or Settlement Class Members or any of them against any of the Released Parties,

including, without limitation, any claims arising out of or relating to any of the alleged acts,

omissions, representations, facts, events, matters, transactions, or occurrences asserted in or

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relating to the Action, or otherwise alleged, asserted, or contended in the Action; (ii) that could

have been alleged, asserted, or contended in any forum by the Lead Plaintiff or the Settlement

Class Members or any of them against any of the Released Parties arising out of or relating to the

alleged acts, omissions, representations, facts, events, matters, transactions, or occurrences

asserted in or relating to the Action, or that otherwise could have been alleged, asserted, or

contended in the Action or a separate action alleging misstatements or omissions by the Released

Parties, whether by way of a supplemental complaint or otherwise; or (iii) that arise out of, are

based upon, or relate in any way to alleged misstatements or omissions by the Released Parties

or the purchase of or an investment in Star Scientific stock during the Settlement Class Period,

including, without limitation, claims for fraud, negligent misrepresentation, negligence, gross

negligence, breach of duty of care, breach of duty of loyalty, breach of express or implied

contract, unjust enrichment, or violations of any state or federal or foreign or international

statutes or regulations, or based upon or related in any way to the purchase, acquisition, sale, or

holding of Star Scientific stock by the Lead Plaintiff or any Settlement Class Member, on behalf

of themselves, their heirs, executors, administrators, successors, and assigns against the Released

Parties, their Related Parties, or any of them. Without limiting the generality of the foregoing,

Released Claims also include any and all claims, debts, suits, demands, liabilities, rights, and

causes of action however denominated and of every nature and description whatsoever

(including Unknown Claims) against the Released Parties or their Related Parties that arise out

of or relate to or are in connection with the Settlement or the defense or resolution of the Action,

except claims to enforce any of the terms of this Amended Stipulation.

1.30 "Released Parties" means each and all of the Defendants and each and all of their

Related Parties.

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1.31 "Settlement" means the settlement contemplated by this Amended Stipulation.

1.32 "Settlement Account" means the interest-bearing escrow account entitled "Star

Scientific, Inc. Securities Litigation Settlement Fund" at Citibank into which the Defendants

shall cause to be paid the Settlement Consideration. The Settlement Consideration shall be

exclusively controlled and maintained by the Escrow Agent. At all times, the Settlement

Consideration shall be held in custodia legis, subject to the control of the Court.

1.33 "Settlement Consideration" means the principal amount of $5,900,000 plus any

accrued interest earned thereon.

1.34 "Settlement Class," "Settlement Class Members," or "Members of the Settlement

Class" mean all Persons who purchased or otherwise acquired Star Scientific securities during

the period between May 10, 2011, and September 12, 2014, inclusive, and who were allegedly

damaged thereby. Excluded from the Settlement Class are any and all Released Parties.

1.35 "Settlement Class Period" means the period between May 10, 2011, and

September 12, 2014, inclusive.

1.36 "Star Scientific" means both Rock Creek Pharmaceuticals, Inc. (formerly known

as Star Scientific, Inc.), and its subsidiaries, including RCP Development, Inc. (formerly known

as Rock Creek Pharmaceuticals, Inc.).

1.37 "Amended Stipulation" means this Amended Stipulation of Settlement, including

the recitals and Exhibits hereto.

1.38 "Tax Expenses" means expenses and costs incurred in connection with the

calculation and payment of taxes or the preparation of tax returns and related documents

including, without limitation, expenses of tax attorneys and/or accountants and mailing and

distribution costs and expenses relating to filing (or failing to file) the returns.

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1.39 "Taxes" means all taxes (including any estimated taxes, interest or penalties)

arising with respect to the income earned by the Settlement Consideration.

1.40 "Unknown Claims" means collectively any Released Claims that Lead Plaintiff or

any Settlement Class Member does not know or suspect to exist in his, her, or its favor at the

time of the release of the Released Parties which, if known by him, her, or it, might have affected

his, her, or its settlement with and release of the Released Parties, or might have affected his, her,

or its decision not to object to or opt out of this Settlement. With respect to any and all Released

Claims, the Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff shall

expressly waive, and each of the Settlement Class Members shall be deemed to have waived, and

by operation of the Judgment shall have waived, the provisions, rights, and benefits of California

Civil Code §1542, and of any U.S. federal or state law, foreign or international law, or principle

of common law or otherwise, that is similar, comparable, or equivalent to §1542 of the California

Civil Code, which provides, in relevant part:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor .

Lead Plaintiff shall expressly waive and each of the Settlement Class Members shall be deemed

to have, and by operation of the Judgment shall have, expressly waived any and all provisions,

rights, and benefits conferred by U.S. federal law or the any law of any state or territory of the

United States, or any foreign or international law, or any principle of common law, which is

similar, comparable or equivalent to California Civil Code §1542. Lead Plaintiff and Settlement

Class Members may hereafter discover facts in addition to or different from those which he, she,

or it now knows or believes to be true with respect to the subject matter of the Released Claims,

but Lead Plaintiff shall expressly, fully, finally, and forever settle and release, and each

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Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of

the Judgment shall have, fully, finally, and forever settled and released, any and all Released

Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or

not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or

equity now existing or coming into existence in the future, including, but not limited to, conduct

which is negligent, intentional, with or without malice, or a breach of any duty, law or rule,

without regard to the subsequent discovery or existence of such different or additional facts.

Lead Plaintiff acknowledges, and the Settlement Class Members shall be deemed by operation of

the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and

a key element of the Settlement of which this release is a part.

2. The Settlement Consideration

2.1 In consideration of the terms of this Amended Stipulation, Defendants shall pay

or cause their insurers to pay the sum of $5,900,000 into the Escrow Account at Citibank, N.A.,

787 West 5th Street, 28th Floor, Los Angeles, CA 90071, no later than fifteen (15) business days

after the later of: i) entry of the Court's order preliminarily approving the Settlement; and ii)

Lead Counsel providing Defense Counsel with necessary payee information/documentation for

the Settlement Consideration including the name and address of the payee and a W-9 for the

Escrow Account. All interest, if any, accruing on the Settlement Consideration from the time of

deposit shall become part of the Settlement Consideration to be used for the benefit of the

Settlement Class. If the agreed upon sum is not timely transferred to the Escrow Account, the

Settlement may be voided at the option of Lead Plaintiff. The Parties agree that payment of the

Settlement Consideration shall be effected by and shall be the responsibility of Star Scientific's

applicable directors and officers liability insurance policies.

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2.2 Subject to ¶¶5.1 and 9.1 below, the payment described in ¶2.1 is the only payment

to be made by or on behalf of Defendants in connection with this Settlement. Subject to ¶¶5.1

and 9.1 below, all fees, costs, and expenses incurred by or on behalf of Lead Plaintiff and the

Settlement Class associated with this Settlement, including, but not limited to, Taxes, Tax

Expenses, any administrative costs and costs of providing notice of the Settlement to Settlement

Class Members, and any award of attorneys' fees and expenses of Lead Counsel shall be paid

from the Settlement Consideration, and in no event shall Defendants or their Related Parties bear

any additional responsibility for any such fees, costs, or expenses. The payment described in ¶

2.1 is in full and final settlement of the Action and the Released Claims and shall be the sole

source of for payment of the Settlement Consideration. In no event shall the Released Parties or

any other person or entity be required to pay any other amounts in payment of any aspect of this

Settlement, including without limitation payment to the Settlement Class Members of their

attorneys' fees or reimbursement of any other expenses, including without limitation Taxes and

Tax Expenses. The Released Parties shall not be responsible for distribution of the Settlement

Consideration or the administration thereof, and shall have no further or other liability to any

person, including but not limited to Lead Plaintiff, Lead Counsel, the Settlement Class Members,

the Claims Administrator, and the Escrow Agent with respect to the Released Claims or the

Settlement.

3. Administration of the Settlement Consideration

3.1 The Escrow Agent shall invest the Settlement Consideration deposited pursuant to

¶2.1 hereof in instruments backed by the full faith and credit of the United States Government or

fully insured by the United States Government or an agency thereof and shall reinvest the

proceeds of these instruments as they mature in similar instruments at their then-current market

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rates. All risks related to the investment of the Settlement Consideration in accordance with the

guidelines set forth in this paragraph shall be borne by the Settlement Class. All other risks

related to any investment of the Settlement Consideration shall be borne by the Escrow Agent in

administering the Settlement Consideration. In no event will the Released Parties bear any

responsibility or liability for the investment or administration of the Settlement Consideration.

3.2 The Escrow Agent shall not use or disburse the Settlement Consideration except

as provided in the Amended Stipulation or by an order of the Court.

3.3 Subject to further order and/or direction as may be made by the Court, the Escrow

Agent is authorized to execute such transactions as are consistent with the terms of the Amended

Stipulation.

3.4 All funds held by the Escrow Agent shall be deemed and considered to be in

custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such

time as such funds shall be distributed pursuant to this Amended Stipulation and/or further

order(s) of the Court.

3.5 Prior to the Effective Date, the Escrow Agent, without further approval of

Defendants or the Court, may pay from the Settlement Consideration, the Notice and

Administration Costs associated with the administration of the Settlement, including, without

limitation: the cost of identifying and locating Members of the Settlement Class, mailing the

Notice and Proof of Claim and Release Forms and publishing notice (such amount shall include,

without limitation, the actual costs of publication, printing and mailing the Notice, and

reimbursement to nominee owners for forwarding notice to their beneficial owners), assisting

with the filing of claims, administering and distributing the Net Settlement Amount to

Authorized Claimants, processing Proof of Claim and Release Forms, and paying escrow fees

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and costs, if any, and the administrative expenses incurred and fees charged by the Claims

Administrator in connection with providing notice and processing the submitted claims. Prior to

the Effective Date, payment of any Notice and Administration Costs from the Settlement

Consideration shall require notice to Defendants, through Defendants' Counsel. Subsequent to

the Effective Date, without further approval by Defendants or the Court, the Settlement

Consideration may be used by Lead Counsel to pay reasonable and necessary Notice and

Administration Costs. In no event may Notice and Administration Costs exceed $250,000

without further approval of the Court. Defendants and their Related Parties are not responsible

for, and shall not be liable for, any costs incurred in connection with providing notice to the

Settlement Class, locating Settlement Class Members, assisting with the filing of claims,

administering and distributing the Settlement Consideration or processing Proof of Claim and

Release forms.

3.6 No later than ten (10) calendar days after this Amended Stipulation is filed with

the Court, Defendants, through the Claims Administrator or otherwise, shall cause to be served,

upon the appropriate official(s), a notice of the proposed Settlement as required under 28 U.S.C.

§1715. Pursuant to 28 U.S.C. §1715(d), the Judgment may be issued by the Court no earlier than

ninety (90) days after the appropriate official has been served with the notice(s) required by 28

U.S.C. §1715(b). The expenses required to satisfy the notice requirements of 28 U.S.C. §1715

shall be paid by Defendants' insurers.

4. Taxes and Tax Expenses

4.1 (a) The Parties and the Escrow Agent agree to treat the Settlement

Consideration as being at all times a "qualified settlement fund" within the meaning of Treas.

Reg. §1.468B-1. In addition, the Escrow Agent shall timely make such elections as necessary or

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advisable to carry out the provisions of this ¶4.1, including the "relation-back election" (as

defined in Treas. Reg. §1.468B-1) back to the earliest permitted date. Such elections shall be

made in compliance with the procedures and requirements contained in such regulations. It shall

be the responsibility of the Escrow Agent to timely and properly prepare and deliver the

necessary documentation for signature by all necessary parties, and thereafter to cause the

appropriate filing to occur.

(b) For the purpose of §1.468B of the Internal Revenue Code of 1986, as

amended, and the regulations promulgated thereunder, the "administrator" shall be the Escrow

Agent. The Escrow Agent or its designee shall timely and properly file all informational and

other tax returns necessary or advisable with respect to the Settlement Consideration (including,

without limitation, the returns described in Treas. Reg. §1.468B-2(k)). Such returns (as well as

the election described in ¶4.1(a) hereof) shall be consistent with this ¶4.1 and in all events shall

reflect that all Taxes (including any estimated Taxes, interest or penalties) on the income earned

by the Settlement Consideration shall be paid out of the Settlement Consideration as provided in

¶4.l(c) hereof.

(c) All (i) Taxes (including any estimated Taxes, interest or penalties)

arising with respect to the income earned by the Settlement Consideration, including any Taxes

or tax detriments that may be imposed upon the Defendants and/or their Related Parties with

respect to any income earned by the Settlement Consideration for any period during which the

Settlement Consideration does not qualify as a "qualified settlement fund" for federal or state

income tax purposes, and (ii) Tax Expenses shall be paid out of the Settlement Consideration; in

no event shall Defendants, their Related Parties, or their counsel have any responsibility for, or

liability whatsoever with respect to, the Taxes or the Tax Expenses. Further, Taxes and Tax

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Expenses shall be treated as, and considered to be, a cost of administration of the Settlement

Consideration and shall be timely paid by the Escrow Agent out of the Settlement Consideration

without prior order from the Court and the Escrow Agent shall be obligated (notwithstanding

anything herein to the contrary) to withhold from distribution to Authorized Claimants any funds

necessary to pay such amounts, including the establishment of adequate reserves for any Taxes

and Tax Expenses (as well as any amounts that may be required to be withheld under Treas.

Reg. §l.468B-2(1)(2)); neither Defendants, their Related Parties, their counsel, nor their insurers

are responsible therefor nor shall they have any liability with respect thereto. The Escrow Agent

shall indemnify and hold each of the Defendants and the Related Parties harmless for any Taxes

and Tax Expenses (including, without limitation, Taxes payable by reason of any such

indemnification). The Parties agree to cooperate with the Escrow Agent, each other, and their

tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of

this paragraph.

(d) Except as required by ¶2.1 concerning payment of the Settlement

Consideration and subject to ¶5.1 and ¶9.1 below, neither Defendants nor their Related Parties

are responsible for Taxes, Tax Expenses, costs and expenses reasonably and actually incurred in

connection with providing notice to the Settlement Class, locating Settlement Class Members,

assisting with the filing of claims, administering and distributing the Net Settlement Amount (as

defined in paragraph 9.2(d) herein) to Authorized Claimants, processing Proof of Claim and

Release Forms, or paying escrow fees and costs, nor shall they be liable for any claims with

respect thereto. Defendants' and their Related Parties' only financial obligation under this

Settlement shall be payment of the Settlement Consideration, and Defendants and their Related

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Parties shall have no other obligations of any type whatsoever under the Settlement except as

expressly set forth herein.

5. Termination of the Settlement

5.1 In the event that the Amended Stipulation is not approved, or is terminated,

canceled, or fails to become effective for any reason, the Settlement Consideration, including

accrued interest, less any expenses actually incurred for the costs of notice and administration of

the Settlement shall be refunded by the Escrow Agent to such Persons that paid the Settlement

Consideration pursuant to written instructions from Defendants' Counsel after consultation with

Lead Counsel.

6. Certification of the Settlement Class

6.1 Solely for purposes of this Settlement, and subject to approval by the Court, the

Parties stipulate that the Settlement Class shall be certified and Lead Plaintiff and Lead Counsel

shall be appointed as representatives of the Settlement Class pursuant to Federal Rule of Civil

Procedure 23, as set forth in the Preliminary Approval Order. The certification of the Settlement

Class shall be binding only with respect to the Settlement, and only if the Judgment becomes

Final and the Effective Date as described in ¶11.1 occurs. Should the Settlement Class not be

certified, or should any court attempt to amend the scope of the Settlement Class, each of the

Parties reserves the right to void this Amended Stipulation in accordance with ¶¶11.5-11.7

hereof.

7. Preliminary Approval Order and Final Approval Hearing

7.1 Promptly after execution of the Amended Stipulation, Lead Counsel shall submit

the Amended Stipulation together with its Exhibits to the Court and shall apply for entry of the

Preliminary Approval Order, in the form of Exhibit A attached hereto, requesting, inter alia, the

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preliminary approval of the Settlement set forth in the Amended Stipulation, and approval for

mailing the settlement Notice, in the form of Exhibit A-1 attached hereto, or such other

substantially similar form agreed to by the Parties, publication of a summary notice ("Summary

Notice"), in the form of Exhibit A-3 attached hereto, or such other substantially similar form

agreed to by the Parties, and approval for mailing of the Proof of Claim Form. The Notice shall

include the general terms of the Settlement set forth in the Amended Stipulation, the proposed

Plan of Allocation, the general terms of the Fee and Expense Application, the date of the Final

Approval Hearing, and instructions on how to object to, or request exclusion from, the

Settlement.

7.2 Lead Counsel shall request that, after Notice is given, the Court hold a Final

Approval Hearing and approve the Settlement of the Action as set forth herein. Lead Counsel

also will request that the Court approve the proposed Plan of Allocation and the Fee and Expense

Application.

8. Releases

8.1 Upon the Effective Date, Lead Plaintiff and each of the Settlement Class

Members shall be deemed to have, and by operation of the Judgment shall have, fully, finally,

and forever released, relinquished, and discharged all Released Claims against the Released

Parties, whether or not such Settlement Class Members execute and deliver a Proof of Claim and

Release Form, unless such Persons have timely and validly requested exclusion from the

Settlement Class pursuant to the Notice of Pendency of Settlement. The Parties acknowledge,

and the Settlement Class Members shall be deemed by operation of law to acknowledge, that the

waiver of Unknown Claims, and of the provisions, rights, and benefits of §1542 of the California

Civil Code, and of any U.S. federal or state law, foreign or international law, or principle of

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common law or otherwise, that is similar, comparable, or equivalent to §1542 of the California

Civil Code, was separately bargained for and is a key element of the Settlement of which the

release in this paragraph is a part.

8.2 The Proof of Claim and Release Form ("Proof of Claim") to be executed by

Settlement Class Members shall release all Released Claims against the Released Parties and

shall be substantially in the form contained in Exhibit A-2 attached hereto, or such other

substantially similar form agreed to by the Parties.

8.3 Upon the Effective Date, Lead Plaintiff and all Settlement Class Members and

anyone claiming through or on behalf of any of them, shall be deemed to have covenanted not to

sue and are forever barred and enjoined from commencing, instituting, or continuing to prosecute

any action or proceeding in any court of law or equity, arbitration tribunal, administrative forum,

or other forum of any kind, asserting against any of the Released Parties, and each of them, any

of the Released Claims, whether or not such Settlement Class Members execute and deliver a

Proof of Claim, except such Persons who have timely and validly requested exclusion from the

Settlement Class pursuant to the Notice of Pendency of Settlement.

8.4 Upon the Effective Date, each of the Released Parties shall be deemed to have,

and by operation of the Judgment shall have, fully, finally, and forever released, relinquished,

and discharged Lead Plaintiff, non-Excluded Class Members, and their counsel, employees,

successors, and assigns from all claims (including, without limitation, Unknown Claims) arising

out of, relating to, or in connection with, the institution, prosecution, assertion, settlement, or

resolution of the Action or the Released Claims.

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9. Administration and Calculation of Claims, Final Awards and Supervision and Distribution of Settlement Consideration

9.1 The Claims Administrator shall administer and calculate the claims submitted by

claimants. The Claims Administrator will be subject to such supervision and direction from the

Court and/or Lead Counsel as may be necessary or as circumstances may require. Star Scientific

shall provide or cause to be provided to the Claims Administrator, without any charge to Lead

Plaintiff or the Settlement Class, its shareholder lists in electronic and searchable form, such as

an Excel file, within ten (10) days excluding, as applicable, holidays, and weekends, of the

execution of this Amended Stipulation, as appropriate for providing notice to the Settlement

Class.

9.2 The deposit into the Settlement Consideration of $5,900,000 described in

paragraph 2.1 herein represents the only payment that will be caused to be paid with respect to

this Settlement. The Released Parties shall have no other financial obligation whatsoever with

respect to the Settlement. The Settlement Consideration shall be applied as follows:

(a) to pay all the Notice and Administration Costs reasonably and actually

incurred;

(b) to pay the Taxes and Tax Expenses;

(c) to pay Lead Counsel's attorneys' fees and expenses awarded by the

Court (the "Fee and Expense Amount"); and

(d) after the Effective Date, to distribute the balance of the Settlement

Consideration less the Notice and Administration Costs, the Taxes and Tax Expenses, and the

Fee and Expense Amount (the "Net Settlement Amount") to Authorized Claimants as allowed by

the Amended Stipulation, the Plan of Allocation, or the Court.

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9.3 Upon the Effective Date and thereafter, and in accordance with the terms of the

Amended Stipulation, the Plan of Allocation, or such further approval and further order(s) of the

Court as may be necessary or as circumstances may require, the Net Settlement Amount shall be

distributed to Authorized Claimants, subject to and in accordance with the following.

9.4 Within ninety (90) days after the mailing of the Notice or such other time as may

be set by the Court, each Person claiming to be a Claimant shall be required to submit to the

Claims Administrator a completed Proof of Claim, in the form of Exhibit A-2 attached hereto, or

such other substantially similar form agreed to by the Parties, signed under penalty of perjury

and supported by such documents as are specified in the Proof of Claim and as are reasonably

available to the Claimant.

9.5 Except as otherwise ordered by the Court, all Settlement Class Members who fail

to timely submit a Proof of Claim within such period, or such other period as may be ordered by

the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to

the Amended Stipulation and the Settlement set forth herein, but will in all other respects be

subject to and bound by the provisions of the Amended Stipulation, the releases contained

herein, and the Judgment. Notwithstanding the foregoing, Lead Counsel shall have the discretion

to accept late-submitted claims so long as distribution of the Net Settlement Amount is not

materially delayed thereby.

9.6 The Net Settlement Amount shall be distributed to Authorized Claimants

substantially in accordance with a Plan of Allocation to be described in the Notice and approved

by the Court. Defendants shall not have a reversionary interest in the Net Settlement Amount. If

there is any balance remaining in the Net Settlement Amount after six (6) months from the date

of distribution of the Net Settlement Amount (whether by reason of tax refunds, uncashed

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checks, or otherwise), the Claims Administrator shall, if feasible, reallocate such balance among

Authorized Claimants who negotiated the checks sent to them in the initial distribution in an

equitable and economic fashion. Thereafter, any remaining funds as specified in the Plan of

Allocation shall be donated to an appropriate, non-profit organization selected by Lead Counsel

and approved by the Court.

9.7 This Settlement is not a reversionary settlement and, if all conditions of the

Amended Stipulation are satisfied and the Settlement becomes Final, no portion of the

Settlement Consideration will be returned to the Defendants or their insurers. Defendants and

their Related Parties shall have no responsibility for, interest in, or liability whatsoever with

respect to the distribution of the Net Settlement Amount, the Plan of Allocation, the

determination, administration, or calculation of claims, the payment or withholding of Taxes or

Tax Expenses, or any losses incurred in connection therewith.

9.8 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants,

their Related Parties, Defendants' Counsel, the Claims Administrator or other entity designated

by Lead Counsel based on distributions made substantially in accordance with the Amended

Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the

Court. This does not include any claim by any party for breach of this Amended Stipulation.

9.9 It is understood and agreed by the Parties that any proposed Plan of Allocation of

the Net Settlement Amount including, but not limited to, any adjustments to an Authorized

Claimant's claim set forth therein, is not a part of this Amended Stipulation and is to be

considered by the Court separately from the Court's consideration of the fairness, reasonableness,

and adequacy of the Settlement set forth in this Amended Stipulation, and any order or

proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this

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Amended Stipulation or affect or delay the finality of the Court's Judgment approving this

Amended Stipulation and the Settlement set forth herein (including the releases contained

herein), or any other orders entered pursuant to this Amended Stipulation.

10. Lead Counsel's Attorneys' Fees and Expenses and Lead Plaintiff's Incentive Amount

10.1 Lead Counsel may submit an application or applications (the "Fee and Expense

Application") for distributions to them from the Settlement Consideration for a Fee and Expense

Amount consisting of: (a) an award of attorneys' fees; plus (b) payment of expenses, and the fees

of any experts or consultants, incurred in connection with prosecuting the Action; plus (c) any

interest on such fees and expenses at the same rate and for the same time periods as earned by

the Settlement Consideration (until paid); plus (d) an incentive amount of up to $10,000 for Lead

Plaintiff to be paid from the Fee and Expense Amount as may be awarded by the Court. Lead

Counsel reserve the right to make additional applications for fees and expenses incurred.

10.2 The Fee and Expense Amount, as awarded by the Court, shall be paid to Lead

Counsel from the Settlement Consideration, as ordered, within 10 business days after the Court

executes an order awarding such fees and expenses. In the event that the Effective Date does not

occur, or the Judgment or the order making the Fee and Expense Amount is reversed or modified

by final non-appealable order, or the Amended Stipulation is canceled or terminated for any

other reason, and in the event that the Fee and Expense Amount has been paid to any extent, then

Lead Counsel shall be obligated, within 10 business days from receiving notice from Defendants'

Counsel or from a court of appropriate jurisdiction, to refund to the Settlement Consideration the

fees and expenses previously paid from the Settlement Consideration in an amount consistent

with such reversal or modification.

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10.3 Any order or proceeding relating to the Fee and Expense Application, or any

appeal from any order relating thereto or reversal or modification thereof, shall not operate to

terminate or cancel this Amended Stipulation, or affect or delay the finality of the Judgment

approving the Amended Stipulation and the Settlement of the Action set forth herein (including

the releases contained herein).

10.4 Defendants and their Related Parties take no position with respect to Lead

Counsel's Fee and Expense Application.

11. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination

11.1 The Effective Date of this Amended Stipulation shall be conditioned on the

occurrence of all of the following events:

(a) the Settlement Consideration has been deposited into the Escrow Account

maintained by the Escrow Agent;

(b) the Court has entered the Preliminary Approval Order;

(c) any attorneys' fees and expenses awarded by the Court have been paid

pursuant to this Amended Stipulation;

(d) the Court has entered the Judgment, in the form of Exhibit B attached

hereto, or such other substantially similar form agreed to by the Parties;

(e) the Judgment has become Final; and

(f) Defendants shall not have exercised within the required time period their

right to terminate the Settlement as permitted by ¶ 11.3 below.

11.2 Pursuant to the procedure set forth in the Notice, potential Settlement Class

Members have the right and ability to exclude themselves from the Settlement Class as set forth

in the Preliminary Approval Order. Lead Counsel, in conjunction with the Claims

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Administrator, shall cause copies of requests for exclusion from the Settlement Class to be

provided to Defendants' Counsel on a weekly basis. No later than ten (10) calendar days after

the final date for mailing requests for exclusion, Lead Counsel shall provide Defendants' Counsel

with a complete and final list of all Excluded Class Members and the amount of their Recognized

Loss and other information that Lead Counsel or the Claims Administrator has about investments

of Excluded Class Members in Star Scientific stock. "Recognized Loss" means the amount of an

Authorized Claimant's loss as determined by the Claims Administrator under the Plan of

Allocation.

11.3 Simultaneously herewith, Lead Counsel and Defendants' Counsel are executing a

confidential letter agreement (the "Letter Agreement") that sets forth the conditions and

timetable under which the Defendants may terminate the Settlement in the event that Settlement

Class Members who purchased a given value of Star Scientific shares timely and validly request

exclusion from the Class or in the event of certain contingencies concerning related actions.

Unless otherwise directed by the Court, or in the event of a dispute relating to the Letter

Agreement, the Letter Agreement will not be filed with the Court. In the event that the

Defendants terminate the Settlement pursuant to the Letter Agreement, this Amended Stipulation

shall become null and void and of no further force and effect, except for ¶¶3.1-4.1, 11.5-11.7.

11.4 Upon the occurrence of all of the events referenced in ¶11.1 hereof, any and all

remaining interest or right of Defendants or their insurers in or to the Settlement Consideration,

if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶11.1

hereof are not met, then the Amended Stipulation shall be canceled and terminated subject to

¶11.7 hereof unless Lead Counsel and Defendants' Counsel mutually agree in writing to proceed

with the Amended Stipulation.

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11.5 Unless otherwise ordered by the Court, in the event the Amended Stipulation shall

terminate, or be canceled, or shall not become effective for any reason, then within ten (10)

business days after written notification of such event is sent by counsel for Lead Counsel to the

Escrow Agent, the Settlement Consideration (including accrued interest), less any expenses and

costs reasonably and actually incurred and paid for Notice and Administration Costs and Taxes

and Tax Expenses, shall be refunded by the Escrow Agent to such Persons that paid the

Settlement Consideration pursuant to written instructions from Defendants' Counsel after

consultation with Lead Counsel. At the request of Defendants' Counsel, the Escrow Agent or its

designee shall apply for any tax refund owed on the Settlement Consideration and pay the

proceeds, after deduction of any fees or expenses incurred in connection with such application(s)

for refund, pursuant to written direction from Defendants' Counsel after consultation with Lead

Counsel.

11.6 In the event that the Amended Stipulation is not approved by the Court or the

Settlement set forth in the Amended Stipulation is terminated or fails to become effective in

accordance with its terms, the Parties shall be restored to their respective positions in the Action

as of the date of the filing of this Amended Stipulation. In such event, the terms and provisions

of the Amended Stipulation, with the exception of ¶¶3.1-4.1, 11.5-11.7 hereof, shall be null and

voided and have no further force and effect with respect to the Parties and shall not be used in

this Action or in any other proceeding for any purpose, and any judgment or order entered by the

Court in accordance with the terms of the Amended Stipulation shall be treated as vacated, nunc

pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court

concerning the Plan of Allocation or any Fee and Expense Amount and/or the Incentive Amount

shall constitute grounds for cancellation or termination of the Amended Stipulation.

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11.7 If the Effective Date does not occur, or if the Amended Stipulation is terminated

pursuant to its terms, neither Lead Plaintiff nor Lead Counsel shall have any obligation to repay

any amounts actually and properly disbursed for Notice and Administration Costs and Taxes and

Tax Expenses. In addition, any expenses already incurred and properly chargeable pursuant to

¶3.5 hereof at the time of such termination or cancellation, but which have not been paid, shall be

paid by the Escrow Agent in accordance with the terms of the Amended Stipulation prior to the

balance being refunded in accordance with ¶¶5.1 and 11.6 hereof.

11.8 If a case is commenced in respect to any Defendant under Title 11 of the United

States Code (Bankruptcy), or a trustee, receiver, or conservator is appointed under any similar

law, and in the event of the entry of a final order of a court of competent jurisdiction determining

the transfer of the Settlement Consideration, or any portion thereof, by or on behalf of such

Defendant to be a preference, voidable transfer, fraudulent transfer, or similar transaction, then,

at Lead Plaintiff's option, as to such Defendant, the releases given and Judgment entered in favor

of such Defendant pursuant to this Amended Stipulation shall be null and void.

12. Miscellaneous Provisions

12.1 The Parties (a) acknowledge that it is their intent to consummate this Settlement;

and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement all

terms and conditions of the Amended Stipulation and to exercise their reasonable best efforts to

accomplish the foregoing terms and conditions of the Amended Stipulation.

12.2 The Parties intend this Settlement to be a final and complete resolution of all

disputes between them with respect to the Action. The Settlement compromises claims that are

contested and shall not be deemed an admission by any Party as to the merits of any claim or

defense. Defendants agree that the Action is being settled voluntarily after consultation with

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competent legal counsel. The Parties, Defendants' Counsel, Lead Counsel and any other counsel

for Lead Plaintiff agree that they will not seek any award of fees or other sanction pursuant to

Federal Rule of Civil Procedure 11 or any similar provision of law and will not assert or argue in

this Action that any party or their counsel failed to comply with the provisions of Federal Rule of

Civil Procedure 11. Based upon their investigation and prosecution of the case, Lead Counsel

have concluded that the terms of the Amended Stipulation are fair, reasonable, and adequate to

other Members of the Settlement Class, and in their best interests. Based on Lead Plaintiff's

oversight of the prosecution of the Action and with the advice of their counsel, Lead Plaintiff has

agreed to settle the claims raised in the Action pursuant to the terms and provisions of this

Amended Stipulation, after considering (a) the substantial financial benefit that Lead Plaintiff

and the other Members of the Settlement Class will receive under the proposed Settlement, (b)

the significant risks of continued litigation and trial, and (c) the desirability of permitting the

Settlement to be consummated as provided by the terms of this Amended Stipulation. The

Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any

contention made in any public forum that the Action was brought or defended in bad faith or

without a reasonable basis.

12.3 Neither this Amended Stipulation nor the Settlement contained herein, nor any act

performed or document executed pursuant to or in furtherance of this Amended Stipulation or the

Settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the

validity of any Released Claim, or of any wrongdoing or liability of Defendants; or (b) is or may

be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any

Defendant in any civil, criminal, or administrative proceeding in any court, administrative

agency, or other tribunal. Defendants and their Related Parties may file this Amended Stipulation

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and/or the Judgment in any action that may be brought against them in order to support a defense

or counterclaim based on principles of res judicata, collateral estoppel, release, good faith

settlement, judgment bar or reduction, or any other theory of, without limitation, claim

preclusion, or issue preclusion or similar defense or counterclaim.

12.4 All agreements made and orders entered during the course of the Action relating

to the confidentiality of information shall survive this Amended Stipulation, pursuant to their

terms.

12.5 All of the Exhibits to the Amended Stipulation are material and integral parts

hereof and are fully incorporated herein by this reference.

12.6 This Amended Stipulation shall not be construed more strictly against one Party

than another merely by virtue of the fact that it, or any part of it, may have been prepared by

counsel for one of the Parties, it being recognized that it is the result of arm's-length negotiations

between the Parties and that all Parties have contributed substantially and materially to the

preparation of this Amended Stipulation.

12.7 The Amended Stipulation may be amended or modified only by a written

instrument signed by or on behalf of all Parties or their respective successors-in-interest.

12.8 The Amended Stipulation and the Exhibits attached hereto constitute the entire

agreement among the Parties hereto and no representations, warranties or inducements have been

made to any Party concerning the Amended Stipulation or its Exhibits other than the

representations, warranties, and covenants contained and memorialized in such documents.

Except as otherwise provided herein, each Party shall bear its own costs.

12.9 Lead Counsel, on behalf of the Settlement Class, are expressly authorized by Lead

Plaintiff to take all appropriate action required or permitted to be taken by the Settlement Class

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pursuant to the Amended Stipulation to effectuate its terms and also are expressly authorized to

enter into any modifications or amendments to the Amended Stipulation on behalf of the

Settlement Class which they deem appropriate.

12.10 Each counsel or other Person executing the Amended Stipulation or any of its

Exhibits on behalf of any Party hereto hereby warrants that such Person has the full authority to

do so.

12.11 The Amended Stipulation may be executed in one or more counterparts, including

by signature transmitted by email in pdf format. All executed counterparts and each of them

shall be deemed to be one and the same instrument. A complete set of executed counterparts

shall be filed with the Court.

12.12 The Amended Stipulation shall be binding upon, and inure to the benefit of, the

successors and assigns of the Parties.

12.13 The Court shall retain jurisdiction with respect to implementation and

enforcement of the terms of the Amended Stipulation, and all Parties submit to the jurisdiction of

the Court for purposes of implementing and enforcing the Settlement embodied in the Amended

Stipulation.

12.14 The Amended Stipulation and the Exhibits hereto shall be considered to have

been negotiated, executed and delivered, and to be wholly performed, in the State of Virginia,

and the rights and obligations of the parties to the Amended Stipulation shall be construed and

enforced in accordance with, and governed by, the internal, substantive laws of the State of

Virginia without giving effect to that State's choice-of-law principles.

IN WITNESS WHEREOF, the parties hereto have caused the Amended Stipulation to be

executed, by their duly authorized attorneys dated as of February 5, 2015.

DATED: February 5, 2015

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s/ Stephen J. Oddo Stephen J. Oddo

ROBBINS ARROYO LLP Brian J. Robbins Edward Gerard Justin D. Rieger 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990 Facsimile: (619)525-3991 [email protected]

soddo@ robbinsarroyo.com [email protected] jrieger@ robbinsarroyo.com

Lead Counsel for Plaintiffs

Dated: February 5, 2015 s/ Collin J. Hite Collin J. Hite

HIRSCHLER FLEISCHER A Professional Corporation Collin J. Hite (VSB #38869) Franklin R. Cragle, III (VSB #78398) The Edgeworth Building 2100 East Cary Street P.O. Box 500 Richmond, VA 23223 Telephone: (804) 771-9500 Facsimile: (804) 644-0957 [email protected] [email protected]

Liaison Counsel for Plaintiffs

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Dated: February 5, 2015

s/ Nicholas George Terris Nicholas George Terris

K & L GATES LLP Charles Lee Eisen Amy Jo Eldridge (VSB# 77873) 1601 K St., NW Washington, D.C. 20006 Telephone: (202) 778-9000 Facsimile: (202) 778-9100 [email protected] [email protected] [email protected]


s/ Edward Everett Bagnell, Jr. Edward Everett Bagnell, Jr.

SPOTTS FAIN PC Maurice Francis Mullins (VSB # 47213) Edward Everett Bagnell, Jr. (VSB #74647) 411 E. Franklin St., Suite 600 P.O. Box 1555 Richmond, VA 23219 Telephone: (804) 697-2069 Facsimile: (804) 697-2169 [email protected] [email protected]

Counsel for defendants Star Scientific, Inc., Rock Creek Pharmaceuticals, Inc., Paul L. Perito, Park A. Dodd, III, and Curtis Wright


s/ Ryan Bonistalli Ryan Bonistalli

MCGUIRE WOODS LLP Richard Cullen (VSB #16765) Anne Whittemore (VSB # 09221) Anne B. McCray (VSB #42209) Ryan Bonistalli (VSB #76517) One James Center 901 East Cary Street Richmond, VA 23219 Telephone: (804) 775-1000 Facsimile: (804) 775-1065 [email protected] [email protected]

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[email protected]

[email protected]

Counsel for defendant Jonnie R. Williams, Sr .

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in re star scientific, inc. securities litigation 13-cv...

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