Exhibit 4.2


 


THIS WARRANT
AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT,
AND UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES
ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET.


 


COMMON STOCK
PURCHASE WARRANT


 


To purchase
common stock shares of common stock, $0.0001 par value, of


 


Star Scientific,
Inc.


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, John Joseph McKeon (the “Holder”),
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after September 12, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on September
12, 2021 (the “Termination Date”) but not thereafter (the “Exercise Period”), to subscribe
for and purchase from Star Scientific, Inc., a Delaware corporation (the “Company”), up to 500,000 shares (the
“Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.00, subject
to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject
to adjustment as provided herein. The term “Holder” shall refer to the Holder identified above or any subsequent transferee
of this Warrant. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Loan Agreement,
dated March 12, 2014, between the Company and Holder (the “Loan Agreement”).


 


1.          Authorization
of Warrant Shares. The Company represents and warrants that all Warrant Shares which may be issued upon the exercise of the
purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized,
validly issued, fully paid and nonassessable.


 


2.          Exercise
of Warrant.


 


(a)          Except
as provided in Section 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times
on or after the Initial Exercise Date and before or on the Termination Date by (i) surrendering this Warrant, with the Notice
of Exercise Form annexed hereto completed and duly executed, to the offices of the Company (or such other office or agency (including
the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address
of such Holder appearing on the books of the Company) and (ii) delivering payment of the Exercise Price of the shares thereby
purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank. The Holder exercising
his purchase rights in accordance with the preceding sentence shall be entitled to receive a certificate for the number of Warrant
Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates
for shares purchased hereunder shall be issued and delivered to the Holder within five (5) Trading Days (as defined below) after
the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and
such certificate or certificates shall be deemed to have been issued, and the Holder shall be deemed to no longer hold this Warrant
with respect to such shares and to have become a holder of record of such shares for all purposes, in each case as of the date
the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder,
if any, pursuant to Section 4 prior to the issuance of such shares, have been paid.


 




    	 



    	 



    

 


(b)          In
the event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant
Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by Holder and at his expense, shall
within ten (10) Trading Days issue and deliver to the Holder a new Warrant of like tenor in the name of the Holder or as the Holder
(upon payment by Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares.


 


(c)          Notwithstanding
the foregoing, this Warrant shall not be exercisable, and the Company shall not issue to Lender any shares of Common Stock underlying
this Warrant, until such time when such shares (including shares issuable upon exercise of the Warrants) proposed to be issued,
when aggregated with all other shares then owned beneficially (as calculated pursuant to (i) Section 13(d) of the Securities Exchange
Act of 1934 and Rule 13d-3 promulgated thereunder and (ii) the rules and regulations of the NASDAQ Stock Market) by the Lender
would not result in the beneficial ownership by the Lender of more than 9.99% of the then issued and outstanding shares of Common
Stock (the “Ownership Cap”), without the prior written consent of Investor. The Ownership Cap shall be appropriately
adjusted for any stock dividend, stock split, reverse stock split or similar transaction.


 


“Trading
Day” shall mean a day on which there is trading on the Principal Market or such other market or exchange on which
the Common Stock is then principally traded.


 


“Principal
Market” means the Nasdaq Global Market.


 


3.          No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company
shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.


 




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4.          Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue tax
or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the Holder; provided, however, that the Holder shall pay
any applicable transfer taxes.


 


5.          Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of
this Warrant, pursuant to the terms hereof.


 


6.          Division
and Combination.


 


(a)          This
Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder or his agent or
attorney. The Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice


 


(b)          The
Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this
Section 6.


 


7.          No
Rights as Stockholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price,
the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the
close of business on the later of the date of such surrender or payment and this Warrant shall no longer be issuable with respect
to such Warrant Shares.


 


8.          Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender
and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


9.          Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised
on the next succeeding day not a Saturday, Sunday or legal holiday.


 




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10.         Adjustments
of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the
Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number
of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue
any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon
exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind
and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had
such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities
of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares
or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company purchasable
pursuant hereto as a result of such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if any, for such event.


 


11.         Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. If, at any time while this Warrant is outstanding (i) the
Company effects any merger or consolidation of the Company with or into another individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability company, joint stock company or other entity of any
kind (each a “Person”), in which the Company is not the survivor and the stockholders of the Company immediately
prior to such merger or consolidation do not own, directly or indirectly, at least fifty percent (50%) of the voting securities
of the surviving entity, (ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common
Stock is acquired by a third party, in each case, in one or a series of related transactions, (iii) any tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of
Common Stock covered by Section 10 above) (in any such case, a “Fundamental Transaction”), then the Holder
shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property
as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant
without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company
shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor
to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation
or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing
provisions, the Holder may be entitled to purchase and/or receive (as the case may be), and the other obligations under this Warrant.
The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations,
spin-offs, or dispositions of assets.


 




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12.         Notice
of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder,
which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this
Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth
a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.


 


13.         Notice
of Corporate Action. If at any time:


 


(a)          the
Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or
any other securities or property, or to receive any other right, or


 


(b)          there
shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company
or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation, or


 


(c)          there
shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then,
in any one or more of such cases, the Company shall give to Holder (i) at least five Business Days’ prior written notice
of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote
in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding
up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution,
liquidation or winding up, at least five Business Days’ prior written notice of the date when the same shall take place.
Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for
the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such
dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification,
merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities
or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder appearing on the books
of the Company and delivered in accordance with Section 16(d).


 




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14.         Authorized
Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase
rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or regulation.


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such increase in par value and (b) take all such action as
may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares
upon the exercise of this Warrant.


 


15.         Miscellaneous.


 


(a)          Jurisdiction.
This Warrant shall constitute a contract under the laws of the State of New York, without regard to its conflict of law, principles
or rules.


 


(b)          Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant will have restrictions upon resale
imposed by state and federal securities laws and/or as set forth in the Purchase Agreement.


 


(c)          Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, provided, however, that all rights
hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of his rights, powers
or remedies hereunder.


 


(d)          Notices.
All notices, requests, consents and other communications provided for herein shall be in writing and shall be effective upon delivery
in person, when faxed and received, or five Business Days after being mailed by certified or registered
mail, return receipt requested, postage pre-paid, addressed as follows:


 




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(i)          If
to the Holder:


 


John Joseph McKeon


15A Golf Village, Key
Largo,


FL 33037


Phone: 201 919-7550


 


or to the address of the Holder
as shown on the books of the Company; or


 


(ii)         If
to the Company:


 


Star Scientific, Inc.


4470 Cox Road


Glen Allen, Virginia 23060


Telephone: (804) 527-1970


Facsimile: (804) 527-1976


Attention: Chief Financial
Officer


 


with a copy to:


 


Star Scientific, Inc.


1255 23rd Street,
NW, Suite 875


Washington, DC 20037


Attn: Robert E. Pokusa


General Counsel


Phone: (202) 887-5104


Telecopy: (301) 654-8300


 


or at such
other address as the Holder or the Company, as applicable, may hereafter have advised the other in accordance with the provisions
of this paragraph.


 


(e)          Limitation
of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase
Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for
the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.


 


(f)          Successors
and Assigns; No Assignment. This Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and
be binding upon the successors of the Company, provided that neither the Company (except pursuant to a transaction subject to
Section 11 herein) nor the Holder may assign this Warrant without the prior written consent of the other party.


 




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(g)          Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


(h)          Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


 (i)          Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.


 


Dated: March 12, 2014


 


	 	STAR SCIENTIFIC, INC.
	 	 
	 	By:	/s/ Michael J. Mullan 
	 	 	Name: Michael J. Mullan 
	 	 	Title: Chairman and CEO


 


Signature
Page to Warrant


 




    	 



    	 



    

 





NOTICE
OF EXERCISE


 


	To:	Star Scientific, Inc.


 


(1)         The
undersigned hereby elects to purchase ______ Warrant Shares of Star Scientific, Inc. pursuant to the terms of the attached Warrant,
and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)         Payment
shall take the form of in lawful money of the United States.


 


(3)         Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned. The Warrant Shares shall
be delivered to the following:


 


	 
	 
	 


 


(4)         Accredited
Investor/Qualified Institutional Buyer. The undersigned is an “accredited investor” as defined in Regulation D under
the Securities Act of 1933, as amended.


 


	 	[PURCHASER]
	 	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title:
	 	Dated: