0001144204-10-001204 Sample Contracts

SERIES A AND SERIES B NOTES CONVERSION AGREEMENT
Notes Conversion Agreement • January 11th, 2010 • Solar Enertech Corp • Semiconductors & related devices • Delaware

THIS SERIES A AND SERIES B NOTES CONVERSION AGREEMENT (this “Agreement”), dated as of January 7, 2010 (the “Agreement Date”), by and among Solar EnerTech Corp., a Delaware corporation (the “Company”), and the holders of Notes (as defined below) representing at least seventy-five percent (75%) of the aggregate principal amount of the outstanding Notes (the “Required Holders”).

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VOTING AGREEMENT
Voting Agreement • January 11th, 2010 • Solar Enertech Corp • Semiconductors & related devices • Delaware

This VOTING AGREEMENT, dated as of January 7, 2010 (the “Agreement”), is made by and among the undersigned stockholders (the “Conversion Stockholders”) of Solar EnerTech Corp., a Delaware corporation (the “Company”), Leo Shi Young (the Conversion Stockholders and Mr. Young each, a “Stockholder”, and collectively, the “Stockholders”) and, with respect to Sections 3, 4 and 5 only, the Company.

Amended and Restated Executive Employment, Incentive, and Severance Agreement
Severance Agreement • January 11th, 2010 • Solar Enertech Corp • Semiconductors & related devices • California

This Amended and Restated Executive Employment, Incentive, and Severance Agreement (the "Agreement") is made and entered into as of January 7, 2010 (the "Effective Date"), by and between Solar Enertech Corp. (“Company”) and Leo S. Young (the "Executive"). Capitalized terms used in this Agreement shall have the meanings set forth in Section 5 below.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 11th, 2010 • Solar Enertech Corp • Semiconductors & related devices • California

THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements hereinafter contained, the parties agree as follows:

AMENDMENT TO THE SERIES A, SERIES B AND SERIES C WARRANTS
Solar Enertech Corp • January 11th, 2010 • Semiconductors & related devices

This AMENDMENT TO THE SERIES A, SERIES B AND SERIES C WARRANTS (this “Amendment”) is made and entered into as of January 7, 2010 (the “Effective Date”), by and among Solar EnerTech Corp., a Delaware corporation (the “Company”), the holders of at least a majority of the common stock underlying the Company’s outstanding Series A Warrants (the “Series A Required Holders”), the holders of at least a majority of the common stock underlying the Company’s outstanding Series B Warrants (the “Series B Required Holders”), and the holders of at least a majority of the common stock underlying the Company’s outstanding Series C Warrants (the “Series C Required Holders”, and together with the Series A Required Holders and the Series B Required Holders, the “Consenting Holders”).

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