0001193125-07-012784 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2007, by and between DayStar Technologies, Inc., a Delaware corporation, with headquarters located at 13 Corporate Drive, Halfmoon, New York 12065 (the “Company”), and the undersigned buyer (the “Buyer”).

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DAYSTAR TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 19, 2007 by and among Daystar Technologies, Inc., a Delaware corporation, (the “Company”), and the investor listed on Schedule 1 hereto.

NOTE TERMS AGREEMENT
Note Terms Agreement • January 25th, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York

NOTE TERMS AGREEMENT (the “Agreement”), dated January 19, 2007, by and among DayStar Technologies, Inc., a Delaware corporation, with headquarters located at 13 Corporate Drive, Halfmoon, New York 12065 (the “Company”), and LC Capital Master Fund, Ltd. (the “Investor”).

DAYSTAR TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 25th, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 19, 2007 and is by and among DayStar Technologies, Inc., a Delaware corporation, with its principal office at 13 Corporate Drive, Halfmoon, New York 12065 (the “Company”), and each investor listed on Exhibit A hereto (each such investor individually, a “Purchaser” and, collectively, the “Purchasers”; such Purchasers and their transferees are hereinafter individually referred to as a “Holder” and, collectively, the “Holders”).

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 25th, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”), dated January 19, 2007, by and between DayStar Technologies, Inc., a Delaware corporation, with headquarters located at 13 Corporate Drive, Halfmoon, New York 12065 (the “Company”), and Castlerigg Master Investments Ltd., a British Virgin Islands company, with address located at Craigmur Chambers, Road Town, Tortola, British Virgin Islands (the “Buyer”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • January 25th, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York

NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of January 19, 2007 by and among LC Capital Master Fund, Ltd., a Cayman Islands exempt company, (the “Purchaser”), Castlerigg Master Investments Ltd., a British Virgin Islands company (the “Seller”), and DayStar Technologies, Inc., a Delaware corporation (the “Issuer”).

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