0001193125-11-122191 Sample Contracts

DAYSTAR TECHNOLOGIES, INC. VOID AFTER 5:00 P.M. PST ON April 26, 2016 Warrant to Purchase [ ] Shares of Common Stock Dated April 27, 2011 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
Daystar Technologies Inc • May 2nd, 2011 • Semiconductors & related devices • New York

THIS CERTIFIES THAT, FOR VALUE RECEIVED, [ ], or his registered assign(s) (the “Holder”) is entitled to purchase from Daystar Technologies, Inc., a Delaware corporation (the “Company”), subject to the terms and conditions set forth in this Warrant, up to [ ] fully paid and nonassessable shares of common stock (“Common Stock”), of the Company, at any time commencing on the date hereof (the “Commencement Date”) and expiring at 5:00 p.m. PST, on April 26, 2016 (the “Expiration Date”). The price for each share of Common Stock purchased hereunder (as adjusted as set forth herein, collectively the “Warrant Shares”) is $1.00 per share until expiration of this Warrant (as adjusted as set forth herein, the “Purchase Price”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 2nd, 2011 • Daystar Technologies Inc • Semiconductors & related devices • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the [ ] day of April 2011, between DayStar Technologies, Inc., a Delaware corporation (the “Company”), and the individual listed on Schedule I (the “Purchaser”). The Company and the Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties”.

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 2nd, 2011 • Daystar Technologies Inc • Semiconductors & related devices • New York

NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of April , 2011 by and between [ ], a corporation (the “Purchaser”), and DayStar Technologies, Inc., a Delaware corporation (the “Company”).

AMENDMENT TO NOTES
Notes • May 2nd, 2011 • Daystar Technologies Inc • Semiconductors & related devices • Delaware

This AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES, (this “Amendment”) is made as of April 26, 2011, by and between DayStar Technologies, Inc. (the “Company”), and the holders of the notes listed on Exhibit A hereto (the “Holders”).

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