0001193125-06-120149 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 26th, 2006 • Daystar Technologies Inc • Semiconductors & related devices • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2006, 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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FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • May 26th, 2006 • Daystar Technologies Inc • Semiconductors & related devices • New York

THIS ESCROW AGREEMENT (this “Agreement”), dated as of this 25th day of May, 2006, is by, between and among Castlerigg Master Investments Ltd. (the “Investor”), a British Virgin Islands company, DayStar Technologies, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, and KeyBank National Association (the “Escrow Agent”), a national bank organized under the laws of the United States. The Investor, the Company and the Escrow Agent are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 26th, 2006 • Daystar Technologies Inc • Semiconductors & related devices • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 25, 2006, by and among 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”).

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