] Shares DAYSTAR TECHNOLOGIES, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • August 13th, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York
DayStar Technologies, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to [ ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
LEASELease • May 5th, 2008 • Daystar Technologies Inc • Semiconductors & related devices
THIS LEASE (this “Lease”) is entered into as of this 22nd day of April, 2008 (the “Execution Date”), by and between BMR-GATEWAY BOULEVARD LLC, a Delaware limited liability company (“Landlord”), and DAYSTAR TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2012 • Daystar Technologies Inc • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 14, 2012, by and among DayStar Technologies, Inc, a Delaware corporation (the “Company”), and Sunlogics Power Fund Management Inc. (the “Purchaser”).
FORM OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN DayStar Technologies, Inc. PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase 210,000...Daystar Technologies Inc • February 2nd, 2004 • Semiconductors & related devices • Oregon
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after , 2005 and on or before , 2009, up to 210,000 Units (hereinafter defined) at the Exercise Price (hereinafter defined).
WARRANT AGREEMENT between DayStar Technologies, Inc. and Dated as of , 2003Warrant Agreement • December 24th, 2003 • Daystar Technologies Inc • Semiconductors & related devices • California
This Agreement, dated as of , 2003, is between DayStar Technologies, Inc., a Delaware corporation (the “Company”) and U.S. Stock Transfer Corporation, a corporation, (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
Form of 2,100,000 Units DayStar Technologies, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2004 • Daystar Technologies Inc • Semiconductors & related devices • Oregon
DayStar Technologies, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of 2,100,000 Units (the “Firm Units”) issued by the Company. Each Unit will consist of one share (“Share”) of the common stock, par value $0.01 of the Company (“Common Stock”), one redeemable Class A Warrant and two non-redeemable Class B Warrants (the Class A Warrants and Class B Warrants are referred to herein individually as a “Warrant” and collectively as the “Warrants”), each to purchase one share of Common Stock. The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and U.S. Stock Transfer Corporation, as warrant agent (the “Warrant Agent”), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The respectiv
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
DAYSTAR TECHNOLOGIES, INC. VOID AFTER 5:00 P.M. PST ON January 24, 2014 Warrant to Purchase 1,350,000 Shares of Common Stock Dated January 25, 2012 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCKDaystar Technologies Inc • January 30th, 2012 • Semiconductors & related devices • New York
This Warrant is issued pursuant to the terms of that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of January 25, 2012 between Holder and the Company. The Holder agrees with the Company that this Warrant and all the rights hereunder shall be held subject to all of the conditions, limitations and provisions set forth herein and in the Purchase Agreement.
DAYSTAR TECHNOLOGIES, INC. AND COMPUTERSHARE TRUST COMPANY, N.A. AS RIGHTS AGENT STOCKHOLDER RIGHTS AGREEMENT DATED AS OF MAY 6, 2008Stockholder Rights Agreement • May 8th, 2008 • Daystar Technologies Inc • Semiconductors & related devices • Delaware
Agreement, dated as of May 6, 2008, between DayStar Technologies, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2012 • Daystar Technologies Inc • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 31st day of May 2012, between DayStar Technologies, Inc., a Delaware corporation (the “Company”), and the individuals listed on Schedule I (the “Recipients”). The Company and the Recipients are sometimes referred to individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENT between DayStar Technologies, Inc. and Raja H. VenkateshEmployment Agreement • May 16th, 2007 • Daystar Technologies Inc • Semiconductors & related devices • California
EMPLOYMENT AGREEMENT (“Agreement”), executed as of May 9, 2007 (“Commencement Day”) between Raja H. Venkatesh (“Executive”), having an address of 1150 Stafford Drive, Cupertino, California 95014, and DayStar Technologies, Inc., a Delaware corporation (the “Company”), having its principal office at 13 Corporate Drive, Halfmoon, NY 12065.
DAYSTAR TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2011 • Daystar Technologies Inc • Semiconductors & related devices • New York
This Securities Purchase Agreement (“Agreement”) is entered into and effective as of February 2, 2011 (“Effective Date”), by and among DayStar Technologies, Inc., a Delaware corporation (“Company”), and Socius CG II, Ltd., a Bermuda exempted company (including its designees, successors and assigns, “Investor”).
EMPLOYMENT AGREEMENT between DayStar Technologies, Inc. and Magnus RydeEmployment Agreement • February 17th, 2010 • Daystar Technologies Inc • Semiconductors & related devices • California
This EMPLOYMENT AGREEMENT (“Agreement”), executed as of February 15, 2010 (“Effective Date”) between Magnus Ryde (“Executive”), an individual currently residing in California, and DayStar Technologies, Inc., a Delaware corporation (the “Company”), having its principal office at 2972 Stender Way, Santa Clara, CA 95054.
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • March 19th, 2010 • Daystar Technologies Inc • Semiconductors & related devices • California
This Amended and Restated Security Agreement (this “Agreement”) is made effective as of March 15, 2010 (“Effective Date”), by and between DayStar Technologies, Inc., a Delaware corporation (“Debtor”), and Peter Alan Lacey (“Secured Party”), with reference to the essential facts stated in the Recitals below.
PURCHASE AGREEMENTPurchase Agreement • January 27th, 2011 • Daystar Technologies Inc • Semiconductors & related devices • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is made as of the 24th day of January 2011 (the “Effective Date”) between DayStar Technologies, Inc., a Delaware corporation (the “Company”), and Michael Moretti (the “Purchaser”). The Company and the Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Execution Copy INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • December 24th, 2003 • Daystar Technologies Inc • Semiconductors & related devices • Colorado
This Intellectual Property Assignment Agreement (this “Agreement”) is made and entered into this 8th day of December, 1998 (the “Effective Date”) by and between Dr. Eric D. Cole, an individual whose address is 14076 Winding Ridge Lane, Centerville, VA 20121 (“Cole”), and DayStar Technologies, Inc., a Delaware corporation whose address is 303 South Broadway, Denver, Colorado 80209 (the “Company”). Cole and DayStar are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 25th, 2011 • Daystar Technologies Inc • Semiconductors & related devices • New York
NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of by and between , a corporation (the “Purchaser”), and DayStar Technologies, Inc., a Delaware corporation (the “Company”).
SECURITY AGREEMENTSecurity Agreement • January 12th, 2010 • Daystar Technologies Inc • Semiconductors & related devices • New York
This Security Agreement (this “Security Agreement”) is made effective as of January 6, 2010 (“Effective Date”), by and between DayStar Technologies, Inc., a Delaware corporation (“Debtor”), and Michael Moretti as beneficiary (“Secured Party”), with reference to the essential facts stated in the Recitals below.
PURCHASE AGREEMENTPurchase Agreement • March 19th, 2010 • Daystar Technologies Inc • Semiconductors & related devices • California
THIS PURCHASE AGREEMENT (the “Agreement”) is made as of the 15th day of March, 2010 (the “Effective Date”) between DayStar Technologies, Inc., a Delaware corporation (the “Company”), and Peter Alan Lacey (the “Purchaser”). The Company and the Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • May 5th, 2010 • Daystar Technologies Inc • Semiconductors & related devices • New York
This Security Agreement (this “Security Agreement”) is made effective as of April 29, 2010 (“Effective Date”), by and between DayStar Technologies, Inc., a Delaware corporation (“Debtor”), and Dynamic Worldwide Solar Energy, LLC (“Secured Party”), with reference to the essential facts stated in the Recitals below.
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2006 • Daystar Technologies Inc • Semiconductors & related devices • New York
THIS EMPLOYMENT AGREEMENT, dated as of April 15, 2005, is by and between DAYSTAR TECHNOLOGIES, INC., a Delaware corporation, 13 Corporate Drive, HalfMoon, NY 12065 (“Employer”), and Thomas A. Polich, Esq., an individual, 27 Parker Road, Osterville, MA 02655 (“Executive”).
DayStar Technologies, Inc. Subscription Agreement August 6, 2003 John R. Tuttle, Ph.D., President DayStar Technologies, Inc.Subscription Agreement • December 3rd, 2003 • Daystar Technologies Inc • Semiconductors & related devices
PURCHASE AGREEMENTPurchase Agreement • December 23rd, 2009 • Daystar Technologies Inc • Semiconductors & related devices • California
THIS PURCHASE AGREEMENT (the “Agreement”) is made as of the 17th day of December, 2009 (the “Effective Date”) between DayStar Technologies, Inc., a Delaware corporation (the “Company”), and Peter Alan Lacey (the “Purchaser”). The Company and the Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTDevelopments and Nonsolicitation Agreement • March 18th, 2005 • Daystar Technologies Inc • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT, dated as of June 1, 2004, is by and between DAYSTAR TECHNOLOGIES, INC., a Delaware corporation (“Employer”), and Steven Aragon, an individual (“Executive”).
DAYSTAR TECHNOLOGIES INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK ISSUANCE AGREEMENTRestricted Stock Issuance Agreement • November 7th, 2003 • Daystar Technologies Inc • Delaware
AGREEMENT made as of this day of , 20 between DayStar Technologies, Inc., a Delaware corporation (the “Company”), and , (the “Participant”) under the Company’s Equity Incentive Plan.
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 5th, 2010 • Daystar Technologies Inc • Semiconductors & related devices • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”) dated as of the 29th day of April, 2010, is made by and among TD Waterhouse RRSP Account 230832S, in trust for Peter Alan Lacey as beneficiary, a corporation (“Lender 1”), Peter A. Lacey, an individual (“Lender 2”“), Michael Moretti, an individual (“Lender 3”), Tejas Securities Group, Inc 401k Plan and Trust, FBO John J. Gorman, John J. Gorman TTEE, a trust (“Lender 4”), William S. Steckel, an individual (“Lender 5”),and Dynamic Worldwide Solar Energy, LLC a Delaware Limited Liability Company (“Lender 6”), (Lender 1, Lender 2 Lender 3, Lender 4, Lender 5, and Lender 6 are sometimes referred to herein as the “Lenders”).
LEASE AGREEMENTLease Agreement • March 1st, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York
LEASE AGREEMENT, made this 8 day of Sept, 2005 between SITTERLY ASSOCIATES II, LLC, a New York limited liability company with offices c/o Abele Builders, Inc., 14 Corporate Drive, Clifton Park, New York 12065 (the “Landlord”), and DAYSTAR TECHNOLOGIES, INC., with an office at 13 Corporate Drive, Halfmoon 12065 (the “Tenant”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York
FIRST AMENDMENT TO REGISTRATION RIGHTS 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 LC Capital Master Fund Ltd. (the “Investor”).
LEASE AGREEMENTLease Agreement • March 1st, 2007 • Daystar Technologies Inc • Semiconductors & related devices
WITNESSETH: The landlord hereby leases to the Tenant the following premises: 8,385± square feet of the building (the “Building”) under construction located at 5 Corporate Drive, Town of Halfmoon, Saratoga County, New York (the “Premises” or Demised Premises”) as shown on the floor plan annexed hereto as Exhibit B, inclusive of Tennant’s proportionate share of common area, for the term of (5) years to commence from Substantial Completion (defined below) of Landlord’s Work (“Commencement Date”),which is contemplated to occur on or about June 1, 2006 and to end on the last day of the sixtieth (60th) full month following the Commencement Date, to be used and occupied only for warehouse space upon conditions and covenants following, including Exhibit A attached hereto:
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2012 • Daystar Technologies Inc • Semiconductors & related devices • New York
This Amendment to Securities Purchase Agreement (the “Amendment”), dated as of [March] [30], 2011 (the “Amendment Effective Date”), is entered into by and between DayStar Technologies, Inc., a Delaware corporation (the “Company”), and Socius CG II, Ltd., a Bermuda exempted company (including its designees, successors and assigns, the “Investor”). This Amendment amends certain provisions under that certain Securities Purchase Agreement, dated as of February 2, 2011 (the “Securities Purchase Agreement”), between the Company and the Investor. Capitalized terms used in this Amendment not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
FORM OF WARRANT AGREEMENT between DayStar Technologies, Inc. and Dated as of , 2004Warrant Agreement • February 2nd, 2004 • Daystar Technologies Inc • Semiconductors & related devices • California
This Agreement, dated as of , 2004, is between DayStar Technologies, Inc., a Delaware corporation (the “Company”) and U.S. Stock Transfer Corporation, a corporation, (the “Warrant Agent”).
LOAN AGREEMENT by and among DAYSTAR TECHNOLOGIES, INC., as the Company, andLoan Agreement • June 21st, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York
This LOAN AGREEMENT (this “Agreement”) is dated as of June 15, 2007 and is by and among DayStar Technologies, Inc., a Delaware corporation (the “Company”), LC Capital Master Fund, Ltd. (the “Purchaser”) and Lampe, Conway & Co., LLC, a Delaware limited liability company, as the agent and collateral agent for the Holders (“Lampe”, and in such capacities, together with its successors and assigns in such capacities, “Agent”).
SECURITY AGREEMENTSecurity Agreement • June 21st, 2007 • Daystar Technologies Inc • Semiconductors & related devices • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of June 15, 2007 and is entered into by and among DAYSTAR TECHNOLOGIES, INC., a Delaware corporation (the “Company), each of the Subsidiaries of the Company identified under the caption “Subsidiary Guarantors” on the signature pages hereto or which from time to time may become party hereto as contemplated herein (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”); and LAMPE, CONWAY & CO., LLC, as the agent and collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).
