0001193125-04-064009 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 16th, 2004 • Star Scientific Inc • Cigarettes • New York

This Registration Rights Agreement (“Agreement”) is entered into as of April 15, 2004, between Star Scientific, Inc., a Delaware corporation with offices at 801 Liberty Way, Chester, Virginia 23836 (the “Company”) and the Purchasers set forth on the signature page hereto (the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 16th, 2004 • Star Scientific Inc • Cigarettes • New York

SECURITIES PURCHASE AGREEMENT (“Agreement”) dated as of April 15, 2004, between STAR SCIENTIFIC, INC., a Delaware corporation (the “Company”), ELLIOTT ASSOCIATES, L.P., a Delaware limited partnership (“EALP”) and ELLIOTT INTERNATIONAL, L.P., a Cayman Islands limited partnership (“EILP” and together with “EALP,” the “Purchasers”).

SECOND RESTATED NON-CIRCUMVENTION AND FINDER’S FEE AGREEMENT
S Fee Agreement • April 16th, 2004 • Star Scientific Inc • Cigarettes • California

This Second Restated Non-Circumvention and Finder’s Fee Agreement (this “Agreement”) is made and entered into as of this 15 day of April, 2004 by and between STAR SCIENTIFIC, INC. (the “Company”) and REEDLAND CAPITAL PARTNERS (“Reedland”), an Institutional Division Of Financial West Group, broker-dealer and member NASD/SIPC/MSRB.

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