Exhibit 10.1

EXECUTION VERSION

Transition Services Agreement

This TRANSITION SERVICES AGREEMENT dated as of April 17, 2023 (this “Agreement”) is made by and between Flisom AG, Gewerbestrasse 16, 8155 Niederhasli, Switzerland, CHE-112.438.042 (“Seller”), Ascent Solar Technologies Inc., 12300 Grant Street, Suite 160, 80241 Thornton CO, USA (“Buyer”), and FL1 Holding GmbH, Am Eulenhof 14, 95326 Kulmbach, Germany (“FL1”). Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Asset Purchase Agreement (as defined below). Seller, Buyer and FL1 may also be referred to herein individually as a “Party” and collectively as the “Parties”.

Witnesseth

WHEREAS, pursuant to the Asset Purchase Agreement entered into by and between Seller and Buyer, dated as of the date hereof (the “Asset Purchase Agreement”), Seller has agreed to contribute and convey to Buyer all right, title and interest in and to certain assets of Seller;

WHEREAS, it is contemplated under the Asset Purchase Agreement that Seller shall provide Buyer certain transition services as regards the Purchased Assets; and

WHEREAS, Seller is willing to provide, or cause to be provided, such transition services to Buyer, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants set forth herein, the Parties hereby agree as follows:

1. Provision of Services.

(a) Subject to the terms and conditions of this Agreement, Seller shall provide to Buyer the services described in Schedule A attached hereto (as the same may be amended pursuant to Section 19 from time to time during the Term (as defined below), the “Services”), for a period commencing on the date of the Subcontractor Agreement (as defined in the Asset Purchase Agreement) and ending on the applicable termination date set forth on Schedule A for each such applicable Service (each, a “Service Period”), unless such period is earlier terminated or extended as to a particular Service in accordance with the terms hereof.

(b) Notwithstanding the contents of Schedule A, if during the Term, Buyer becomes aware of any additional service that is reasonably necessary or useful for the use or operation of the Purchased Assets which is not currently contemplated in Schedule A, then, to the extent that any such service was provided by Seller in connection with the Purchased Assets during the twelve (12) months immediately preceding the date hereof, Buyer’s Coordinator (as defined below) may provide written notice thereof to Seller describing such service, and such service shall be added to Schedule A and constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth on Schedule A as of the date hereof. Buyer and Seller shall work cooperatively and in good faith to agree to the fees pursuant to which Seller shall provide or cause to provide such additional Services.

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(c) Subject to the foregoing Section 1(b), in the event that Buyer reasonably requests that, in addition to the Services, certain other services be made available by Seller which were not provided by Seller in connection with the Purchased Assets during the twelve (12) months immediately preceding the date hereof (the “Other Services”), Seller shall consider such request in good faith. If Seller, in its sole discretion, agrees to provide any such Other Services, Seller and Buyer shall negotiate in good faith the terms of, and duration for providing, such Other Services and fees therefor. Any such Other Services so agreed to be provided by Seller shall be added to Schedule A and constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth on Schedule A as of the date hereof.

(d) Except as set forth in Schedule A, Seller shall have the exclusive right to select, employ, pay, supervise, issue constructions to, administer, direct and discharge any of its employees to perform the Services. Seller shall be responsible for paying such employees’ compensation (including any taxes and withholdings thereon) and providing to such employees any benefits.

(e) Buyer acknowledges that the purpose of this Agreement is to enable Buyer to receive the Services on an interim basis. Buyer further acknowledges that Seller shall not be required to provide any Service for a period longer than the applicable Service Period; provided, however, that (i) Buyer may extend the Service Period of each Service one (1) time in Buyer’s discretion for an equivalent duration as such original Service Period and at the rates set forth on Schedule A, and (ii) if Buyer desires and Seller agrees in writing to continue to perform any of the Services thereafter, Buyer and Seller shall negotiate in good faith to determine an amount that compensates Seller for Seller’s costs for such performance, including the time of its employees and its out-of-pocket expenses. The Services so performed by Seller after the applicable initial Service Period shall continue to constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement for the duration of the agreed-upon extension period.

(f) Seller shall use commercially reasonable efforts to obtain any consents, approvals or amendments to existing agreements of Seller necessary to allow it to provide the Services to Buyer (the “Consents”). If any fees or other payments are required in order to obtain any Consent (“Consent Fees”), the Parties will use commercially reasonable efforts to avoid and minimize the Consent Fees, and Seller shall be responsible for the cost of obtaining all Consents necessary in order to provide the Services. In the event that any Consent is not obtained, upon Buyer’s request, Seller will cooperate with Buyer in good faith to identify and implement a work-around or other alternative arrangement for any Services affected thereby such that Buyer will obtain the benefit of such Services to the same extent (or as nearly as practicable) as if such Consent had been obtained.

2. Standard of Performance. In providing the Services or causing the Services to be provided, Seller shall (i) at all times use reasonable efforts, skill and judgment, (ii) use a level of quality and degree of care no less than the level of quality and degree of care with which such Services were provided internally in connection with the Purchased Assets immediately prior to the date of this Agreement, unless otherwise specified in this Agreement or Schedule A, and (iii) provide qualified personnel in sufficient number, and with relevant skills and training, as are reasonably required to perform the Services in accordance with this Agreement. If Seller as part of the ordinary course of business makes any improvements, upgrades, updates or enhancements to any of the Services, Seller will make such improvements, upgrades, updates or enhancements available to Buyer as part of the Services.

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3. Fees for Services.

(a) As compensation for the Services, following the date of commencement of the Services, Buyer agrees to pay Seller, in accordance with this Agreement, the applicable amounts therefor as determined in accordance with Schedule A.

(b) Seller shall submit reasonably detailed statements of account to Buyer on a monthly or annual basis, as applicable in accordance with Schedule A, with respect to all amounts payable by Buyer to Seller hereunder, including applicable Sales Taxes as provided in Section 10 (the “Invoiced Amount”), setting out the Services provided by reference to Schedule A, the cost therefor incurred by Seller and the amount billed to Buyer as a result of providing such Services (together with, in arrears, any other invoices for Services provided by third parties). Subject to any good faith disputes with respect thereto, Buyer shall pay the Invoiced Amount to Seller by wire transfer in immediately available funds, or in such other manner as specified by Seller, within fifteen (15) days after receipt by Buyer of the respective statement of account.

(c) Seller shall have the right to hire third-party contractors to provide all or part of any Service hereunder; provided, however, that in the event such subcontracting is inconsistent with past practices or such third-party contractor is not already engaged with respect to such Service as of the date hereof, Seller shall obtain the prior written consent of Buyer to hire such third-party contractor, such consent not to be unreasonably withheld, delayed or conditioned. Seller shall in all cases retain responsibility for the provision of the Services to be performed by any third-party contractor and shall ensure that each such third-party contractor provides the Services in the same manner and with the same level of care as Seller is obligated to provide such Services under this Agreement and without leading to any increase of any fees or other amounts payable by Buyer hereunder. Seller shall be responsible for paying such contractors.

(d) In the event that Buyer in good faith disputes an invoice submitted by Seller, Buyer may withhold payment of any amount subject to the dispute; provided, however, that (i) Buyer will continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) Buyer will notify Seller in writing of any disputed amounts and the reason for any dispute within thirty (30) days of Buyer’s receipt of such invoice. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the period set forth in Section 3(b). In the event of a dispute regarding the amount of any invoice, the Seller and Buyer will use their good faith efforts to resolve such dispute within twenty (20) days after Buyer provides written notification of such dispute to Seller. Upon the written request of any Party, the other Parties will provide supporting documentation concerning any disputed amount or invoice within ten (10) days after such written request is received. If the Parties shall have failed to reach a resolution of the disputed invoice within twenty (20) days after Buyer has provided written notification of such dispute to Seller, then the Parties shall avail themselves of the remedies available at law.

4. Term; Termination.

(a) This Agreement and the performance of the Services hereunder shall commence on the date of this Agreement and shall continue in full force and effect until the earliest of (i) twenty-four (24) months from the date of this Agreement, (ii) the expiration or early termination of all Service Periods or (iii) the date upon which this Agreement has been otherwise terminated in accordance with the terms hereof (the “Term”).

(b) During the Term, Buyer may instruct Seller in writing to discontinue providing any Service or otherwise reduce its level of any Service upon giving Seller prior written notice; provided that early termination of any Service under this Agreement by Buyer shall require ten (10) business days prior written notice to the Seller. Buyer’s Coordinator is hereby designated by Buyer as authorized to approve the early termination of any Services pursuant to this Section 4(b). Upon the early termination of any Service pursuant to this Section 4(b) or upon the expiration of the applicable Service Period, following the effective time of the termination or expiration (as applicable), (i) Seller shall no longer be obligated to provide such Service, (ii) Buyer shall have no obligation to pay any future out-of-pocket expenses relating to such Service (other than for or in respect of Services already provided in accordance with the terms of this Agreement) and (iii) Buyer shall have no further obligation to pay the fees for such Service contemplated by Section 3(a) hereof (other than the prorated portion of such fees for the portion of the month ending at the effective time of termination and any unpaid fees for previous periods).

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(c) This Agreement may be terminated by: (i) mutual written consent of the Parties hereto; (ii) any Party hereto upon written notice delivered to the other Parties if (A) any other Party fails to materially perform or otherwise materially breaches any obligation under this Agreement; provided, however, that the breaching Party shall have thirty (30) days and, as regards the non-payment of Service Fees due and owing, five (5) days, from the date of receipt of such notice from the non-breaching Parties to cure such material non-performance or such material breach, after which time this Agreement shall terminate if such material non-performance or such material breach has not been cured, or (B) either Buyer, on the one hand, or both Seller and FL1, on the other hand, makes a general assignment for the benefit of creditors, becomes insolvent, commences a voluntary proceeding under any Law relating to bankruptcy, insolvency, reorganization or winding up (the “Bankruptcy Law”), a receiver is appointed with respect to any other Party or a proceeding commences in any court of competent jurisdiction seeking such Party’s liquidation, reorganization, dissolution or winding up or similar relief in respect of such Party under any Bankruptcy Law.

(d) Notwithstanding any provision herein to the contrary, Section 3, this Section 4(d), Section 6) and Sections 7 through 23 of this Agreement shall survive the termination of this Agreement.

5. Force Majeure. With the exception of Buyer’s obligation to pay amounts due and owing, no Party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions, third party networks or other acts or causes reasonably beyond the control of that Party. The Party experiencing the force majeure event agrees to give the other Parties notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.

6. Intellectual Property. Nothing in this Agreement shall affect the ownership of any patents, inventions, utility models, designs, trademarks, copyrights, other software rights, domain names and other intellectual property rights owned or licensed by Seller, in each case, whether registered or unregistered and including any applications for such rights (the “IP Rights”).

7. Privacy and Information Security.

(a) Seller shall take and maintain reasonable and appropriate physical, technical, policy, and administrative safeguards, precautions, and measures (including on Seller’s computer systems and networks) where Buyer Data can be accessed, stored, or transmitted, to protect Buyer Data from loss, misuse, unauthorized access, acquisition, or alteration when at rest or in-transit. For example, and without limitation, Seller maintains and complies with a comprehensive written information security program that provides for all appropriate legal, administrative, physical, policy, and technical measures and security procedures which are necessary (i) to safeguard and ensure the security of Buyer Data, (ii) to protect Buyer Data from destruction, loss and unauthorized access, disclosure, use, or alteration (whether or not encrypted) and (iii) to permit Seller to comply with applicable laws. “Buyer Data” means all information collected or processed by or on behalf of Buyer, and maintained by or on behalf of Seller pursuant to this Agreement, including all personal information, personal data, personally identifiable information or similar term defined by applicable law.

(b) Except as expressly contemplated in Schedule A, Seller shall not permit any of its personnel to access Buyer’s network and/or associated computer applications unless such access is approved by Buyer in advance and an expiration date for such access is implemented. Seller will take reasonable actions designed to prevent unauthorized persons from accessing the computing systems and networks of Buyer without Buyer’s express prior written authorization or except as otherwise authorized or reasonably required in connection with providing the Services pursuant to this Agreement.

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(c) Buyer grants to Seller a non-exclusive, non-assignable, non-sublicensable license during the Term to use, transmit, distribute, modify, reproduce, display, and store the Buyer Data solely as necessary to provide the Services under this Agreement.

(d) In the event Seller discovers or has reason to suspect that there has been (i) loss or destruction of, (ii) unauthorized access to (or attempt to access), acquisition, disclosure, use, or alteration of Buyer Data (a “Security Event”) owned or maintained by Seller, Seller shall immediately notify Buyer in writing. Seller shall specify the extent to which Buyer Data was or is reasonably believed to have been compromised or disclosed. In addition, Seller shall promptly investigate the Security Event and fully cooperate with Buyer’s own investigation of the Security Event, including by (1) providing Buyer with full access to, and forensic copies of, all computer and computer network information relevant to Buyer’s investigation, (2) providing Buyer with periodic and final reports, analyses, and summaries of Seller’s investigation into the Security Event (including access to Seller’s investigative team) regarding and summarizing Seller’s risk assessment, root cause analysis, copies of all Buyer Data potentially accessed, acquired, or altered in connection with the Security Event, (3) providing frequent updates with respect to Seller’s investigation of the Security Event, (4) implementing a corrective action plan that includes mitigation and remediation of the effects of the Security Event as soon as practicable (and providing Buyer with a copy of such plan), and (5) providing Buyer with regular updates with respect to Seller’s mitigation and corrective action efforts.

(e) Upon termination or expiration of this Agreement, Seller will automatically delete or return at Buyer’s earlier request, all Buyer Data within thirty (30) days from the effective date of such expiration or termination.

8. Cooperation; Coordination; Access.

(a) Each Party shall retain and maintain complete and accurate books and records of its activities hereunder sufficient to enable the other Party to confirm compliance with the terms of this Agreement and applicable law relating to its relevant performance of its obligations under this Agreement. Each Party may audit such books and records upon reasonable advance request, during regular business hours, provided that each Party shall be limited to two (2) audits per calendar year.

(b) Each Party shall permit the other Party and its employees and representatives reasonable access, during regular business hours upon reasonable prior request, to its premises and such data, books, records and personnel designated by it as involved in receiving or overseeing the Services as the other Party may reasonably request for the purposes of providing the Services. For the avoidance of doubt, any data, books, records or other information accessed hereunder is subject to the applicable confidentiality provisions set forth in Section 10.2 of the Asset Purchase Agreement.

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(c) Buyer and Seller hereby each designate the following individuals to act as their respective coordinator (a Party’s “Coordinator”) for purposes of this Agreement:

(i) Coordinator for Buyer:

(ii) Coordinator for Seller and FL1:

The Coordinators will be primarily responsible for liaising between Seller and Buyer with respect to the coordination and performance of all Services. The Parties will use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of the Services hereunder. The Coordinators may appoint certain personnel who will serve as primary contact persons for specific Services described in Schedule A. A Party may add an additional Coordinator or change its Coordinator by providing written notice to the other Parties.

9. Warranties; Covenants; Limitation of Liability; Indemnity.

(a) Seller represents, warrants, and covenants that (i) it will at all times comply with the terms of all third party contracts, licenses, consents and approvals applicable to the provision of the Services; and (ii) to the extent that any hosting services for Buyer Data or Buyer products or services are part of the Services provided by Seller hereunder, Seller will ensure that other than for any scheduled maintenance (which will be communicated to Buyer reasonably in advance and, if feasible, scheduled outside of customary business hours), force majeure or any other events which are beyond the Seller’s reasonable control, such hosting services will be provided without interruptions. Ownership of all Buyer Data and other related information (including personally identifiable information of Buyer’s employees, sales, pricing, customer information and other similar types of data) provided or otherwise made available by Buyer to Seller under this Agreement (including through the information technology systems, processes and personnel provided as Services hereunder) shall be retained at all times by, and constitute the confidential information of, Buyer. Seller shall notify Buyer promptly of any alterations or interruptions (or anticipated interruptions) in the provision of the Services.

(b) Seller and FL1 (the “Seller Indemnitors”) shall jointly and severally indemnify, defend and hold harmless Buyer and each of its officers, directors, employees, Affiliates, agents, representatives, attorneys-in-fact and contractors (each, a “Buyer Indemnitee”), from and against any and all damages, losses, liabilities, judgments, awards, settlements, costs, expenses, penalties, fines and criminal and civil sanctions of any nature, including reasonable attorneys’ fees and court costs that such Buyer Indemnitee may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach by a Seller Indemnitor of its obligations hereunder or (ii) the gross negligence, bad faith, fraud or willful misconduct by a Seller Indemnitor or its officers, directors, employees, Affiliates, agents, attorneys-in-fact, contractors or other representatives in the course of the performance under this Agreement.

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(c) Buyer shall indemnify, defend and hold harmless Seller and each of its officers, directors, employees, Affiliates, agents, representatives, attorneys-in-fact and contractors (each, an “Seller Indemnitee”), from and against any and all damages, losses, liabilities, judgments, awards, settlements, costs, expenses, penalties, fines and criminal and civil sanctions of any nature, including reasonable attorneys’ fees and court costs that such Seller Indemnitee may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach by Buyer of its obligations hereunder, or (ii) the gross negligence, bad faith, fraud or willful misconduct by Buyer or its officers, directors, employees, Affiliates, agents, attorneys-in-fact, contractors or other representatives in the course of the performance under this Agreement.

(d) No Party (for the purpose of this Section, including FL1) shall be liable for any loss of profit or any other indirect or consequential damage of the other Party, its successors, assigns or their respective Affiliates and representatives, in any way due to, resulting from or arising in connection with this Agreement, regardless of whether such liability arises in tort (including negligence), contract, breach of warranty, strict liability, indemnification or otherwise. Further, any liability of a Party to another Party (including any Buyer Indemnitee or Seller Indemnitee) under this Agreement is excluded, except to the extent the other Party suffers a loss that results from the other Party’s gross negligence, fraud, bad faith or willful misconduct.

(e) Notwithstanding anything contained herein, the Seller’s aggregate liability to the Buyer Indemnitees under this Agreement shall in no event exceed the total Service Fees paid by the Buyer for the Services provided by the Seller.

10. Taxes. Any amounts payable for Services under this Agreement are exclusive of any goods and services taxes, value added taxes or sales taxes (“Sales Taxes”) now or hereinafter imposed on the performance or delivery of Services, and an amount equal to such taxes so chargeable shall be paid promptly by Buyer to Seller in addition to the amounts otherwise payable under this Agreement, all as more particularly set forth in the Invoiced Amount.

11. Notices. All notices, requests, claims, demands or other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing in the form required in the Asset Purchase Agreement and shall be deemed to have been duly given pursuant to the same terms outlined in the Asset Purchase Agreement; provided, however, that any notice or other communication that is required or may be given pursuant to the terms of this Agreement shall be directed to the following persons on behalf of Seller, FL1 and Buyer, respectively:

If to Seller:

Flisom AG

Attention: Rahul Budhwar, CEO

Gewerbestrasse 16

8155 Niederhasli

Switzerland

If to FL1:

FL1 Holding GmbH

Attention: Ralf Straub

Am Eulenhof 14

95326 Kulmbach

Germany

gl@pc-holding.com

If to Buyer:

Ascent Solar Technologies Inc.

Attention: Jeffrey Max

12300 Grant Street, Suite 160

80241 Thornton CO

USA

jmax@ascentsolar.com

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12. Public Announcements. No Party to this Agreement nor any Affiliate thereof shall issue any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Parties, except as may be required by applicable law or stock exchange rules, in which case the party required to publish such press release or public announcement shall to the extent practicable provide the other Parties a reasonable opportunity to comment on and take into account in good faith the other Parties’ comments on such press release or public announcement in advance of such publication.

13. Severability of Provisions. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Any invalid or unenforceable provision shall be modified to the extent necessary to allow for enforceability and to give effect to the original intent of the parties to the extent possible.

14. Entire Agreement. This Agreement, including Schedule A, the Asset Purchase Agreement and the other Ancillary Agreements constitute the entire agreement between the Parties concerning the subject matter hereof and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, that may have related in any way to the subject matter hereof.

15. Assignment; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, transferees, executors, administrators, and legal representatives, but neither this Agreement nor any of the rights or obligations hereunder may be assigned (whether by operation of law, change of control, or otherwise) by any Party without the prior written consent of the other Parties; provided, however, that Buyer may in its sole discretion assign, in whole or in part, its rights and obligations pursuant to this Agreement (a) to one or more of its Affiliates, (b) to any of its or its Affiliates’ lenders as collateral security or (c) in connection with (i) a merger, reorganization, consolidation, acquisition, or other change of control involving Buyer or any of its Affiliates or (ii) the disposition of the Purchased Assets or any part thereof, or of all or substantially all of the assets of Buyer.

16. No Third Party Beneficiaries. Unless expressly stated herein to the contrary, no other third-party beneficiary shall have any legal or equitable right, remedy or claim under or with respect to any provision of this Agreement. The Parties hereby acknowledge and agree that the provisions of Section 9 shall inure to the benefit of the Indemnitees, who are intended to be third-party beneficiaries thereof.

17. Relationship of the Parties. The Parties hereto are independent contractors and none of the Parties is an employee, partner or joint venture of the other. Under no circumstances shall any of the employees of a Party hereto be deemed to be employees of or staff leased to the other Party for any purpose. None of the Parties shall have the right to bind the others to any agreement with a third party nor to represent itself as a partner or joint venturer of the other by reason of this Agreement.

18. Costs and Expenses. Each of the Parties shall bear its own taxes, costs, expenses, and attorney’s fees, incurred in connection with the conclusion of this Agreement.

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19. Amendment; Waiver. No amendment of any provision of this Agreement (including Schedule A) shall be valid unless the same shall be in writing and signed by the Parties. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

20. Governing Law; Arbitration. This Agreement shall be subject to and governed by substantive Swiss law (excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980). Any dispute, controversy or claim arising out of, or in relation to, this Agreement, including the existence, formation, interpretation, validity, invalidity, performance, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution (the “Rules”) in force on the date on which the Notice of Arbitration (as defined in the Rules) is submitted in accordance with the Rules. The number of arbitrators shall be three; each of Buyer and Seller shall be entitled to appoint one arbitrator and the arbitrators appointed by the Parties shall appoint the third arbitrator who shall chair the arbitral tribunal. The seat of the arbitration shall be Zurich, Switzerland. The arbitral proceedings shall be conducted in English language.

21. Confidentiality. Section 10.2 of the Asset Purchase Agreement shall govern Confidential Information provided, disclosed or generated under this Agreement. No Party shall use the Confidential Information disclosed or otherwise made available by the other Parties in connection with the performance, delivery or receipt of a Service other than for the purposes of performing and receiving Services under this Agreement and as permitted under Section 10.2 of the Asset Purchase Agreement. As of the termination of any Service, all Confidential Information of Buyer used or developed, produced or generated with respect to such Service shall be provided to Buyer in a format reasonably requested by Buyer (and/or at the written direction of Buyer destroyed and deleted from Seller’s systems). For the avoidance of doubt, Buyer Data is deemed Buyer’s Confidential Information.

22. Construction; Miscellaneous. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein to Articles, Sections and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules, Exhibits and Annexes referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. Any reference to “$”, “US Dollars” or “USD” is to the lawful currency of the United States from time to time.

23. Facsimile. This Agreement and any signed Contract entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of facsimile, .pdf or other electronic signature, shall be treated in all manner and respects as an original Contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

[Signature page follows]

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[Signature Page to Transition Services Agreement]

10 

Exhibit 10.2

EXECUTION VERSION

Sublease Agreement

dated

April 17, 2023

between

Flisom AG

Sublessor

and

Ascent Solar Technologies Inc.

Sublessee

and

Alex Michael Hadjimina

Master Lessor

This Sublease Agreement (this “Sublease”) is dated as of the date set forth on the front page of this Sublease and entered into between:

(Sublessor and Sublessee hereinafter referred to as the “Parties” and each a “Party”).

concerning the sublease of certain parts of the premises leased by the Sublessor from Master Lessor at Gewerbestrasse 16, 8155 Niederhasli, Switzerland, pursuant to the terms of the Master Lease (as defined below), as further described in Section  1.

Recitals

Now, therefore, the Parties agree as follows.

In connection with its use of the Subleased Premises, Sublessee shall also have the non-exclusive right to use the staircase connecting all three floors of the Premises outside the Subleased Premises, as mentioned in Section 1.1.a. ii.

Sublessee may use the Subleased Premises only for the purposes and to the extent permitted under the Master Lease.

The Subleased Premises are handed over to and let by the Sublessee in the current fit-out status and as seen.

The Sublease will start at the date of closing of the Asset Purchase Agreement (the “Effective Date”). At the Effective Date, the Sublessor will hand-over the keys to the Subleased Premises to the Sublessee.

This Sublease is concluded for an indefinite duration, but in no event later than until the End Date or an earlier termination of the Master Lease.

Sublessee shall have the right to terminate the Sublease (a) from the date hereof until December 31, 2023, with a notice period of ninety (90) days, and (b) from and after January 1, 2024, with a notice period of six (6) months. Sublessor shall have the right to terminate the Sublease with a notice period of one (1) year.

The Sublessee shall also be under a direct obligation to the Master Lessee to vacate the Premises on a timely basis to the date of termination of the Master Lease.

The monthly net rent for the Subleased Premises (the “Rent”) amounts to CHF 52,000 (excl. VAT).

The Rent is owed from the Effective Date and payable by the Sublessee prior to each month of the Term of the Sublease.

The Rent is payable by the Sublessee directly to the Master Lessor onto the following bank account:

Alex Hadjimina u/o Beatrice Hadjimina

Obere Stockrütistr. 25

CH-8142 Uitikon

IBAN CH170026726783218601J

Swift/BIC: UBSWCHZH80A

Bank Contact person: Mr Dario Aretano, Tel +41 44 236 19 82

The postal mail address of the Master Lessor is:

Alex Hadjimina

c/o Transparent Paper Ltd

Thurgauerstrasse 36/38

CH-8050 Zürich

VAT No. CHE-221.385.586 MWST

The Sublessor is relieved of its obligation to pay the rental payments due under the Master Lease to the Master Lessor in the amount of the Rent actually paid by the Sublessee to the Master Lessor.

Subject to and in accordance with the terms of that certain Transition Services Agreement, entered into by Sublessor and Sublessee on or around the date hereof (the “TSA”), the Sublessee shall bear the ancillary and operating costs related to the use of the Premises, as laid out in the Master Lease. Such ancillary and operating costs are not included in the Rent and shall be paid upon notice from the Sublessor by the Sublessee to Sublessor onto a bank account designated by the Sublessor prior to the Effective Date in accordance with the TSA. Sublessee and Sublessor are jointly and severally liable for all ancillary and operating costs for the use of the Premises to the Master Lessor as set forth in the Master Lease during the term of this Sublease.

All payments owed under this Sublease for services that are subject to VAT shall be effected together with the applicable statutory VAT rate. Master Lessor and Sublessor are VAT-registered in Switzerland and have, with respect to the Master Lease and this Sublease, opted for VAT. Sublessee confirms that the Subleased Premises is not exclusively used for private purposes and, subject to the terms of the TSA, agrees to pay VAT at the applicable rate in addition to the Rent.

The applicable VAT rate (currently being 7.7%) becomes due and payable on the Rent.

Unless this Sublease provides explicitly otherwise, this Sublease is subject to the provisions of the Master Lease, and Sublessee’s use of the Subleased Premises shall always be in compliance with all relevant terms, covenants, and conditions of the Master Lease. The obligations of the Sublessor under the Master Lease shall remain unchanged unless explicitly stated otherwise in this Sublease.

The desconstruction obligation / obligations to remediate the space at lease-end pursuant to Section 7e) of the Master Lease shall exclusively remain with the Sublessor. The Sublessee shall not be obliged to repair the Subleased Premises after the removal of the Equipment, and shall not be obliged to perform any other repair work that is not necessary for the removal of the Equipment.

As of 12 April 2023, the Sublessor owes to the Master Lessor a total amount of CHF 264’762.50 (incl. VAT) for rental payments and an amount of CHF 8’639.50 (incl. VAT) for ancillary and operating costs accrued until 31 December 2022, thus a total of CHF 273’402.00 incl. VAT (the “Total Amount Due”). The Total Amount Due includes the open rental payments up to and including April 2023 and the ancillary and operating costs up to and including December 2022 due under the Master Lease, including the Payment as defined in the following paragraph. Conditional upon receipt of the Total Amount Due no later than 18 April 2023 (condition precedent), the Master Lessor herewith consents to this Sublease whereas the Parties agree that this consent shall be subject to the Payment (as defined below) being made on or before the date hereof. If the Payment is not timely made, the consent shall be deemed not given.

The Master Lessor further acknowledges and accepts that upon payment of the claims pursued by the debt enforcement no. 90419 of the debt collection office Niederhasli (the “Debt Enforcement”), including default interest and debt enforcement costs (the “Payment”), by or on behalf of Sublessor to the debt collection office Niederhasli, the debt underlying the Debt Enforcement shall be redeemed, the Debt Enforcement shall be cancelled ex officio and the retention claim on the items listed in the retention register no. 77 of the debt collection office Niederhasli dated 18 January 2023 (the “Retention Claim”) shall cease to apply ex officio. In the event that the Debt Enforcement is not cancelled and the Retention Claim does not cease to apply with the payment of the debt pursued by the Debt Enforcement, including default interest and collection costs, by or on behalf of Sublessor, the Master Lessor undertakes to immediately, definitely and irrevocably withdraw the Debt Enforcement and to execute any other documents necessary to cancel the Debt Enforcement and to procure that the Retention Claim ceases. In furtherance of the above, the Payment shall be made by or on behalf of Sublessor prior to or on the date hereof.

This Sublease, together with all Annexes (including, but not limited to the Master Lease) fully expresses the entire understanding between the Parties with regard to the subject of this Sublease.

No modifications or amendments of this Sublease, including the change of this Section  8.1, shall be valid unless made in writing and signed by each of the Parties. Any agreement or representation not complying with this requirement is not valid.

If any provision of this Sublease is or becomes illegal, invalid or unenforceable in any jurisdiction, such illegality, invalidity or unenforceability shall not affect:

The illegal, invalid or unenforceable provision(s) shall be replaced by a legal, valid, and enforceable substitute provision the effect of which is as close as possible to the intended effect of the illegal, invalid, or unenforceable provision.

This Sublease is subject to the condition precedent that each of the Sublessor and Sublessee enter into the Asset Purchase Agreement regarding the sale and purchase of substantially all assets of the Sublessor.

This Sublease shall be governed by and construed in accordance with the laws of Switzerland.

Any dispute, controversy or claim arising out of or in relation to this Sublease shall exclusively be brought in front of the competent courts at the location of the Subleased Premises.

This Sublease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same agreement.

At the reasonable request of any party to this Sublease, the other parties shall execute and deliver any instruments, and do and perform any other acts and things as may be reasonably necessary or desirable to effect and evidence the transactions contemplated hereby and to maintain, defend and enforce this Sublease, including the execution, acknowledgment and recordation of any instruments and searching for and delivering documents.

The Sublessee confirms that it has received a copy of the Master Lease (including its amendments dated 23 January 2019 and 27 July 2019 respectively) as Annex A.

[Remainder of page left blank intentionally]

Signature Page

Sublease Agreement

This Sublease has been entered into on the date stated at the beginning of this Sublease.

7

Exhibit 10.3

TECHNOLOGY LICENSE AGREEMENT

THIS TECHNOLOGY LICENSE AGREEMENT (“Agreement”) is entered into as of April 17, 2023 (the “Execution Date”) and effective as of the Effective Date (as defined below), by and between Flisom AG, a Swiss corporation (“Flisom”) and Ascent Solar Technologies, Inc., a Delaware corporation (“ASTI”). Flisom and ASTI may be individually referred to herein as a “Party” or collectively as the “Parties”.

WHEREAS, Flisom owns the Flisom Technology (as defined in Section 1 below);

WHEREAS, in connection with Flisom’s obligations to Deutsche Bank AG, Singapore Branch (“DB”) under that certain Facility Agreement, dated as of December 22, 2022, by and between Flisom and DB (as amended / varied from time to time, the “DB Facility Agreement”), Flisom and DB agreed to enter into a Swiss-law governed security agreement pursuant to which the Flisom Technology would be subject to a lien in favor of DB (the “DB Lien”);

WHEREAS, Flisom and ASTI are parties to that certain Swiss-law governed Asset Purchase Agreement, dated as of the Execution Date (the “Purchase Agreement”), pursuant to which Flisom has agreed to sell and transfer to ASTI the Purchased Equipment (as defined in Section 1 below) on the terms of, and subject to the conditions set forth in the Purchase Agreement;

WHEREAS, ASTI wishes to use the Flisom Technology (as defined in Section 1 below), and Flisom is willing to grant to ASTI a license to use the Flisom Technology pursuant to the terms of, and subject to the conditions set forth in this Agreement, and subject to Flisom’s obligations under the DB Lien.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

1.1 “Affiliate” shall mean any entity which, directly or indirectly, controls a Party, is controlled by a Party or is under common control with a Party. As used in this definition, “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interests of the subject entity or the legal power to direct or cause the direction of the general management of such entity, whether by contract or otherwise.

1.2 “Confidential Information” means all non-public, confidential, or proprietary information of the disclosing Party, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as “confidential” and includes the terms and existence of this Agreement. “Confidential Information” does not include information that the receiving Party can demonstrate by documentation: (a) was already known to the receiving Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the disclosing Party; (b) was or is independently developed by the receiving Party without reference to or use of any disclosing Party information shared hereunder; (c) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the receiving Party; or (d) was received by the receiving Party from a third party who was not, at the time of receipt, under any obligation to the disclosing Party or any other person or entity to maintain the confidentiality of such information.

1.3 “Flisom Technology” means any Intellectual Property Rights relating to thin-film photovoltaic research, development, manufacture and production, more specifically set out in Schedule 1 hereto, including (a) (i) the patents and patent applications set forth in Schedule 1, all patents issuing from the patent applications listed in Schedule 1, and all continuations, continuations-in-part, divisions, extensions, substitutions, reissues, re-examinations, and renewals of any of the foregoing, and (ii) any patents issuing from any applications filed after the Effective Date and that claim priority from any of the patents or patent applications identified in subsection (a)(i) or from which any of the patents or patent applications identified in subsection (a)(i) claim priority (subsections (a)(i) & (ii), collectively the “Patents”) and (b) any other Intellectual Property Rights related to the Patents.

1.4 “Intellectual Property Rights” means any and all rights in, arising out of, or associated with any or all of the following, whether now or hereafter existing, created, acquired or held: (a) all U.S., international and foreign patents and patent applications (including provisional applications) and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof and all inventions (whether or not patentable, reduced to practice or made the subject of a pending patent application), invention disclosures and improvements; (b) trade secrets, confidential information and data and know-how; (c) works of authorship, including all copyrights, copyright registrations and applications for copyright registration, renewals and extensions thereof, and all other rights corresponding thereto throughout the world; (d) mask works, including mask work registrations and applications therefor, and any equivalent or similar rights; (e) industrial designs, including any registrations and applications therefor throughout the world; (f) trade names, logos, trademarks and service marks and other indicia of ownership, including registered trademarks and service marks, all applications to register trademarks and service marks throughout the world, including intent to use registrations, and all goodwill symbolized or associated therewith; (g) databases and data collections throughout the world; (h) all moral and economic rights of authors and inventors, however denominated, throughout the world; and (i) any similar or equivalent rights to any of the foregoing anywhere in the world.

1.5 “Purchased Equipment” has the meaning given to it in the Purchase Agreement.

1.6 “Specified Equipment” has the meaning given to it in the Purchase Agreement.

2. License.

2.1 License to ASTI. Subject to Section 7.3, Flisom hereby grants to ASTI a non-exclusive, worldwide, revocable, royalty-free and fully paid-up license under the Flisom Technology to make, have made, use, offer to sell, sell, import, advertise, market, and distribute any product, practice any method or procedure, and otherwise exploit and use for any lawful purpose and in any manner and medium now known or hereinafter devised or created, the Flisom Technology subject to the aforesaid use being in relation to any products produced by any of the Specified Equipment only, with the limited right to transfer such license (as set forth in Section 2.2) and with the limited right to grant sublicenses under such license (as set forth in Section 2.3).

2.2 Transfer of License. ASTI may only transfer the license granted to it under Section 2.1 to a purchaser of all of the Purchased Equipment, provided that (a) such purchaser assumes all of ASTI’s obligations under this Agreement and accepts the obligations of Flisom (and the rights of DB thereof) under the DB Lien and (b) with prior written approval of both (i) Flisom and (ii) DB. Upon the transfer of the license under this Section 2.2, ASTI shall immediately cease any and all uses of the Flisom Technology.

2.3 Right to Sublicense subject to Flisom’s Approval. ASTI may only grant a sublicenses under the license granted to it under Section 2.1 with the prior written approval of both (i) Flisom and (ii) DB. ASTI’s right to sublicense is further subject to ASTI and any sublicensee thereof entering into a written sublicensing agreement containing the terms and conditions that are consistent with those contained in this Agreement. ASTI shall remain liable to Flisom for all obligations under this Agreement and shall send to Flisom a copy of the signed sublicensing agreement (and an English translation thereof, should the signed sublicensing agreement not be written in English) within thirty (30) days after its execution, subject to the reasonable redaction of confidential information.

2.4 Reservation of Rights. Each Party hereby reserves all rights not expressly granted to the other Party under this Agreement.

3. Confidentiality. Each Party acknowledges that in connection with this Agreement it will gain access to certain Confidential Information of the other Party. Each Party shall maintain the Confidential Information of the other Party in strict confidence and not disclose any Confidential Information to any other person, except to its employees who (a) have a need to know such Confidential Information for such Party to exercise its rights or perform its obligations hereunder and (b) are bound by and have been made aware of the restrictions contained herein concerning the use of such Confidential Information. Each Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own Confidential Information, to safeguard the other Party’s Confidential Information from use or disclosure other than as permitted hereby. Upon the transfer of the license contemplated herein under Section 2.2, ASTI shall promptly return or destroy and delete all Confidential Information of Flisom disclosed to ASTI under this Agreement, including any Confidential Information related to the Flisom Technology disclosed to ASTI under this Agreement, provided that ASTI may retain one copy of the Confidential Information in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations under this Agreement.

4. Representations and Warranties.

4.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party is duly organized, validly existing, and in good standing under the laws of the place of its establishment or incorporation, (b) such Party has taken all actions necessary to authorize it to enter into this Agreement and perform its obligations under this Agreement, (c) this Agreement will constitute the legal, valid and binding obligation of such Party, and (d) neither the execution of this Agreement nor the performance of such Party’s obligations hereunder will conflict with, result in a breach of, or constitute a default under any provision of the organizational documents of such Party, or of any law, rule, regulation, authorization or approval of any government entity, or of any agreement to which it is a party or by which it is bound.

4.2 Rights to Flisom Technology. Flisom further represents and warrants to ASTI that as of the Execution Date (a) Flisom owns all of the Flisom Technology, controls, and has all necessary rights and permissions to grant the license in Section 2.1 to ASTI, and (b) to the actual knowledge of Flisom, ASTI’s or its Affiliates’ exercise of the licensed granted hereunder does not and will not infringe or otherwise violate the Intellectual Property Rights of any third party.

5. Indemnification.

5.1 Flisom Indemnification. Flisom shall indemnify, defend, and hold harmless ASTI, its Affiliates, officers, directors, employees, agents, representatives, and assigns (each, an “ASTI Indemnitee”) against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) arising out of or in connection with any third-party claim, suit, action, or proceeding (each an “Action”) relating to any breach of this Agreement by Flisom.

5.2 ASTI Indemnification. ASTI shall indemnify, defend, and hold harmless Flisom, its Affiliates, officers, directors, employees, agents, representatives, and assigns (each, a “Flisom Indemnitee”) against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) arising out of or in connection with any third-party Action relating to any breach of this Agreement by ASTI.

5.3 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action. The Party that is responsible for indemnifying the other Party for such Action (the “Indemnifying Party”) shall take control of the defense and investigation of the Action at its sole cost and expense. The other Party (the “Indemnified Party”) shall cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnified Party without the Indemnified Party’s prior written consent. The Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

6. Disclaimer; Limitation of Liability.

6.1 Disclaimer. EXCEPT TO THE LIMITED EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT AND THE FLISOM TECHNOLOGY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6.2 Limitation of Liability. EXCEPT TO THE EXTENT SET OUT IN SECTION 5.1 AND SECTION 5.2 AND EXCEPT IN CASE OF A BREACH OF SECTION 3 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT OR USE OF THE FLISOM TECHNOLOGY, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER ASTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Term.

7.1 Term. This Agreement will commence on the Effective Date and will continue in perpetuity unless terminated in accordance with the provisions hereof.

7.2 Termination Generally. In addition to the rights set forth in Section 7.3, Flisom will have the right to forthwith terminate this Agreement or any licenses granted to ASTI pursuant to this Agreement, upon serving of a written intimation to such effect to ASTI, in the event of a material breach by ASTI of any representation, warranty or covenant contained herein or in the Purchase Agreement.

7.3 Termination Due to DB Lien Exercise. In the event Flisom defaults on any of its obligations under the DB Facility Agreement, DB reserves the right to require Flisom to forthwith terminate (and Flisom shall comply with such request, carry out any acts and deeds in connection thereto, including the serving of a written intimation of termination to ASTI, as the case may be) this Agreement, including the license granted in Section 2.1, and upon termination of this Agreement pursuant to this Section 7.3, this Agreement and the license granted hereunder shall stand immediately terminated and will be of no further force or effect. ASTI accepts and acknowledges the creation of the DB Lien in favour of DB, in accordance with its relevant terms and ASTI further undertakes that it shall not dispute nor challenge the termination of this Agreement pursuant to this Section 7.3 (or the request for its termination thereof by DB, as the case may be).

8. Survival. The rights and obligations of the Parties set forth in Section 2.3, Section 2.4, and Section 3 through 6, this Section 8 and Section 9, and any right, obligation or required performance of the Parties in this Agreement, which by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.

9. General Provisions.

9.1 Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when (a) delivered if delivered personally or by nationally recognized overnight courier service (costs prepaid), (b) received or rejected by the addressee, if sent by certified mail, return receipt requested or (c) sent by electronic email with confirmation of delivery; in each case to the following addresses or electronic mail address and marked to the attention of the individual (by name or title) designated below (or to such other address or individual as a Party may designate by notice to the other Party):

9.2 Assignment. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Neither Party will assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, without the prior written consent of the other Party, except that no consent will be required in the event that: (a) the assigning Party (i) undergoes a merger, consolidation, or reorganization involving the assigning Party (regardless of whether the assigning Party is a surviving or disappearing entity) or (ii) experiences a sale of all or substantially all of its assets to which this Agreement pertains, in each case of (i) and (ii) provided that such surviving entity agrees to be bound by the terms of this Agreement; and (b) ASTI transfers the license in accordance with Section 2.2, provided that the transferee agrees to be bound by the terms of this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 9.2 is void.

9.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

9.4 Entire Agreement. This Agreement, together with the Purchase Agreement and the other Ancillary Agreements (as defined the Purchase Agreement) and all of the exhibits and schedules appended hereto and thereto, constitute the final complete and exclusive statement of the Parties’ agreement on the matters contained herein and therein. All prior and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are superseded by this Agreement.

9.5 Governing Law. This Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Switzerland, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of Switzerland.

9.6 Jurisdiction. The Parties hereto irrevocably submit to the exclusive jurisdiction of the City of Zurich, Switzerland, over any dispute arising out of or relating to the Agreement or any agreement or instrument contemplated hereby or thereby or entered into in connection. Each Party hereby irrevocably agrees that all claims in respect of such dispute or proceeding will be heard and determined in such courts (and the courts hearing appeals from such courts). The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum in connection therewith.

9.7 Disputes. Flisom and ASTI mutually desire that friendly collaboration will develop between themselves. Accordingly, the Parties agree to use reasonable efforts to resolve between themselves any dispute they might have with respect to the matters covered hereby, pursuant to the Agreement or any agreement or document delivered pursuant hereto or thereto, including any amendments hereof and thereof. Without limiting any rights hereunder, the Parties will try to resolve in a friendly manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, any agreement or document delivered pursuant hereto or any other Transaction Document.

9.8 Specific Performance. Each of Flisom and ASTI acknowledge and agree that each Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, each of Flisom and ASTI agree that each Party will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action in addition to any other remedy to which it may be entitled pursuant hereto. Each of Flisom and ASTI agree that neither Party will oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives any requirement under law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief.

9.9 Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each Party to the other Party. The signatures of all Parties need not appear on the same counterpart. The delivery of signed counterparts by email transmission which includes a copy of the sending Party’s signature(s) is as effective as signing and delivering the counterpart in person.

9.10 Expenses. Except to the extent specified otherwise in this Agreement, each Party will pay its own professional fees and other expenses incurred by it in connection with this Agreement.

9.11 Amendment. The Parties may amend this Agreement only by a written agreement signed by the Parties to be bound by the amendment and that identifies itself as an amendment to this Agreement. Provided however that each Party acknowledges and accepts that until all amounts owed by Seller under the DB Facility Agreement have been repaid in full, neither Party may amend this Agreement without the prior written consent of DB.

9.12 Waiver. The Parties may waive a provision of this Agreement only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

9.13 Further Assurances. Each Party agrees to cooperate fully with the other Party and to execute such further instruments, documents and agreements, and to give such further written assurances, as may be reasonably requested by any other Party to evidence and reflect better and to carry into effect the intents and purposes of this Agreement. In connection therewith, each Party agrees to comply, and will cause its applicable Affiliates to comply, with its respective commitments, obligations and covenants under this Agreement. Without limiting the generality of the foregoing, ASTI shall have the right to register the license granted hereunder with competent patent offices at its cost, and Flisom will cooperate with ASTI in this respect, including by executing documents that may be necessary for registering the license.

9.14 Construction of Agreement. Where this Agreement states that a Party “will” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement. In the negotiation of this Agreement, each Party has received advice from its own attorney. This Agreement is not to be construed for or against any Party based on which Party drafted any of the provisions of this Agreement. The captions, titles and headings, and table of contents, included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. This Agreement does not, and is not intended to, confer any rights or remedies in favor of any person or entity other than the Parties, except as may be specifically set forth in other provisions of this Agreement. The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole (including any annexes, exhibits and schedules to this Agreement) and not to any particular provision of this Agreement, and section and subsection references are to this Agreement unless otherwise specified. Any reference in this Agreement to the singular includes the plural where appropriate. Any reference in this Agreement to the masculine, feminine or neuter gender includes the other genders where appropriate. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” will not be interpreted to be exclusive unless the context otherwise requires; and “and” will not be interpreted to require the conjunctive, in each case unless the context otherwise requires.

9.15 No Joint Venture. Nothing in this Agreement creates a joint venture or partnership between the Parties. This Agreement does not authorize either Party (a) to bind or commit, or to act as an agent, employee or legal representative of, the other Party, except as may be specifically set forth in other provisions of this Agreement, or (b) to have the power to control the activities and operations of the other Party. The Parties are independent contractors with respect to each other under this Agreement. Each Party agrees not to hold itself out as having any authority or relationship contrary to this Section 9.15.

9.16 Bankruptcy. In exercise of its right to election, if applicable, under Section 365 (n) of the United States Bankruptcy Code (the “Bankruptcy Code”) (11 U.S.C. § 365(n), ASTI confirms that it will accept the termination of this Agreement by Flisom and/or the rejection of the license hereunder, in accordance with the terms of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

8

Exhibit 10.4

April 20, 2023

BD Vermögensverwaltungs GmbH

Ostendstr.181
90482 Nürnberg
Attn: Straub & Kollegen Rechtsanwaltsgesellschaft

BD 1 Investment Holding, LLC
1675 South State Street, Suite B
Kent County, Delaware 19901
Attention: Johannes Kuhn

FL1 Holding GmbH

Ostendstr. 181

90482 Nürnberg

Attn: Ralf Straub, Managing Director

RE: Omnibus Side Letter Agreement

Reference is made to that certain Asset Purchase Agreement, dated as of April 17, 2023 (the “Purchase Agreement”), by and among Ascent Solar Technologies, Inc. (“Buyer”) and Flisom AG (“Seller”). Capitalized terms used but not defined herein, including in Annex 1 hereto, have the meaning given to them in the Purchase Agreement.

In consideration of the transactions contemplated by the Purchase Agreement and this letter agreement (this “Agreement”), including the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Buyer, FL1 Holding GmbH (“FL1”), BD Vermögensverwaltungs GmbH (“Principal”) and, solely for purposes of Section 1(g) and Section 2(b), BD 1 Investment Holding, LLC, (“Investor”), hereby agree as follows:

1. Covenants of the Parties

(a) For a period of five years following the Effective Date, each of Principal and FL1 hereby covenants not to, and agrees to cause their respective Affiliates, including Seller, not to, directly or indirectly, for itself or on behalf of any other Person, compete with Buyer in connection with the manufacturing, sale or distribution of products substantially similar to or competitive with the products manufactured with the Purchased Equipment prior to the Effective Date or within the scope of the Manufacturing Process as conducted by Seller prior to the Effective Date, including, for the avoidance of doubt, by granting any license to intellectual property or selling any product to any Person for the purpose of, or to facilitate any Person in, manufacturing, selling or distributing products substantially similar to or competitive with the products manufactured with the Purchased Equipment prior to the Effective Date or within the scope of the Manufacturing Process.

(b) For a period of five years following the Effective Date, each of Principal and FL1 hereby covenants not to, and agrees to cause their respective Affiliates, including Seller, not to, directly or indirectly for itself or on behalf of any other Person, solicit or interfere with Buyer’s relationship with, or solicitation of (i) Procadrans or any Affiliates of Procadrans or (ii) any of the top 10 customers of the products manufactured by Seller with the Purchased Equipment prior to the Effective Date.

(c) For a period of five years following the Effective Date, each of Principal and FL1 hereby covenants not to, and shall cause its Affiliates, including Seller, not to, directly or indirectly for itself or on behalf of any other Person, induce or attempt to induce any officer, employee, director, manager, independent contractor or consultant of Buyer (including any Transferred Employee) to leave the employ or engagement of Buyer or any of its Affiliates, or in any way interfere with such individual’s relationship with Buyer or any of its Affiliates, or (ii) solicit, hire or engage any Person who is an officer, director, employee, manager, independent contractor or consultant of Buyer at the time of such solicitation, hiring or engagement; provided, however, that the restrictions contained in this Section 1(c) shall not prevent (A) the hiring or engaging of any officer, director, employee, manager, independent contractor or consultant of Buyer following a termination of such Person by Buyer, or (B) the placement of general advertisements or other notices of employment opportunities (including through recruiting firms) that are not directly targeted to any current or former officer, director, employee, manager, independent contractor or consultant of Buyer otherwise covered by the scope of such restriction, and the hiring of any such persons who respond to any such direct advertisement or other notice.

(d) FL1 hereby covenants, on behalf of itself and its Affiliates, including Seller, that, from and after the Effective Date:

(e) FL1 shall promptly (and in any event within three (3) Business Days) notify Buyer at such time as the Specified IP is released from the Deutsche Bank Lien in accordance with the terms thereof and of the DB Facility Agreement (the “Lien Release Date”). From and after the Lien Release Date, Buyer shall have the right, by delivery of written notice to FL1 and Seller (the “Buyer IP Purchase Notice”), to purchase and acquire the Specified IP from the Seller for an aggregate purchase price of $2,000,000 (the “IP Purchase Price”), and, upon receipt of the Buyer IP Purchase Notice, Principal and FL1 hereby agree to cause Seller to sell and transfer to Buyer all of Seller’s legal and beneficial right, title and interest in, to and under the Specified IP, free and clear of all Liens, other than any licenses to the Specified IP granted prior to the Lien Release Date in accordance with the terms of this Agreement (the “IP Purchase”), in accordance with this Section 1(e).

(f) FL1 hereby covenants to pay to Buyer, within five (5) Business Days of written notice by Buyer (each such date, a “Payment Date”), the amount of any Regular Payments that are or become due to any Transferred Employee relating to employment periods of such Transferred Employee prior to the Effective Date (the “Pre-Closing Assumed Employee Liabilities”), that have been incurred or are reasonably expected to be incurred by Buyer on or prior to the applicable Payment Date.

(g) Each of the Principal and the Investor covenants and agrees:

(h) The parties hereto hereby covenant and agree that, following the date hereof, they will, and will cause their applicable Affiliates to, negotiate in good faith to mutually agree, and as promptly as practicable after the date hereof execute and deliver, (i) the Subcontractor Agreement contemplated by the Purchase Agreement and (ii) the Joint Collaboration Agreement referred to herein, in each case on terms mutually acceptable to the parties thereto.

(i) The parties hereto hereby covenant and agree that, as promptly as practicable following the SPA Closing, Buyer shall, and FL1 shall cause Seller to:

(j) At or prior to the date hereof, FL1 or Seller shall have satisfied, or caused an Affiliate to satisfy, all outstanding payment obligations and other Liabilities (including all accrued rent payments or other amounts that may be due) relating to the lease of the facility at Gewerbestrasse 16, 8155 Niederhasli, Switzerland, including to the extent required to ensure that the Purchased Assets are conveyed to Buyer free and clear of all Liens.

2. Representations and Warranties

(a) Principal and FL1 hereby represent and warrant to Buyer that the representations of Principal and FL1, including the representations of Principal and FL1 for and on behalf of Seller, set forth in Exhibit 2(a) are true and complete as of the Effective Date and the date hereof.

(b) Investor hereby represents and warrants to Buyer that the representations of Investor set forth in Exhibit 2(b) are true and complete as of the date hereof.

(c) Buyer hereby represents and warrants to Principal and FL1 that the representations of Buyer listed in Exhibit 2(c) are true and complete as of the date hereof.

(d) The compensation for Damages, including those resulting from breach of any representation, warranty or restrictive covenant contained in this Agreement or the breach by Seller of any of its obligations under the Purchase Agreement, as well as the limitation on liability of the parties hereto, is set forth in Exhibit 2(d).

3. Buyer Put Right

(a) Subject to the terms and conditions of this Agreement, beginning on the date hereof and for a period of 12 months hereafter (such 12-month period, the “Put Period”), Buyer shall have the right (the “Put Right”), but not the obligation, to cause FL1 to (i) purchase the Purchased Equipment for an amount equal to $5,000,000, plus applicable VAT, if any (the “Equipment Put Price”) and (ii) to accept the transfer of the employment contracts of those employees of Buyer in Switzerland functionally predominantly working with the Purchased Equipment (the “Specified Employees”), on the basis set forth in Section 5 of the Purchase Agreement, for purposes of this Section 3(a), as if references to “Seller” and “Buyer” therein were references to Buyer and FL1, respectively, and references to the “Effective Date” were to the date of exercise of the Equipment Put Right.

(b) If Buyer desires to exercise the Put Right during the Put Period, Buyer shall deliver to FL1 a written, unconditional and irrevocable notice (a “Put Exercise Notice”) exercising the Put Right at the Equipment Put Price, after which FL1 hereby agrees that FL1 shall (i) repurchase from Buyer the Purchased Equipment for no additional consideration other than the Equipment Put Price, and (ii) consummate the closing of the purchase and sale of such Purchased Equipment and assume the employment contracts of the Specified Employees in accordance with applicable law within ninety (90) days following the date of the Put Exercise Notice. At the closing thereof, FL1 will pay the Equipment Put Price to Buyer for the Purchased Equipment by wire transfer of immediately available funds in U.S. dollars to an account designated by Buyer in writing not less than three (3) business days prior to the closing of the Put Right. Subject to applicable Laws, FL1 and Buyer shall take all actions as may be reasonably necessary to consummate the purchase and sale and transfer of the Specified Employees contemplated by this Section 3, including, without limitation, delivering any certificates, instruments or consents as the parties deem necessary or appropriate. Following the repurchase of the Purchased Equipment, all rights of Buyer in the Purchased Equipment shall cease.

4. Miscellaneous

(a) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party hereto may assign its rights or obligations hereunder without the prior written consent of the other parties.

(b) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(c) Amendment and Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each of the parties hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(d) Governing Law; Waiver of Jury Trial.

(i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

(ii) All actions or proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any federal court of the United States of America sitting in the City of New York, Borough of Manhattan; provided, however, that if such federal court does not have jurisdiction over such action or proceeding, such action or proceeding shall be heard and determined exclusively in any Commercial Division of the New York State Supreme Court sitting in the City of New York, Borough of Manhattan. Consistent with the preceding sentence, the parties hereto hereby (A) submit to the exclusive jurisdiction of any federal or state court sitting in the City of New York, Borough of Manhattan, for the purpose of any action or proceeding arising out of or relating to this Agreement brought by any party hereto and (B) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

(iii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3(d).

(e) Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

(f) Further Assurances. If at any time after the date hereof any further action is necessary or desirable to fully effect the transactions contemplated by this Agreement, each of the parties hereto shall take, and shall cause their respective Affiliates to take, any action (including the execution and delivery of any instruments and documents) as any other party reasonably may request.

(g) Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and either of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (e.g., “.pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import herein shall be deemed to include electronic signatures, digital copies of a signatory’s manual signature, and deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Signature page follows]

The parties hereto have executed this Agreement as of the date first written above.

[Signature Page to Omnibus Side Letter]

Exhibit 2(a) - Representations and Warranties of Principal and FL1

A. Organization. Each of Principal and FL1 is in good standing and validly exists under the laws its respective jurisdiction of formation and has full corporate power and authority to carry on its business as now conducted.

B. Authorization. This Agreement, the Purchase Agreement and the other Ancillary Agreements to which either Principal or FL1 is or will be a party have been, or upon their execution and delivery hereunder and thereunder, will have been, duly and validly executed and delivered by Principal and FL1 and constitute, or will constitute, valid and binding agreements of Principal or FL1 enforceable against Principal or FL1, as applicable in accordance with their respective terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Principal and FL1 each have all requisite corporate power and authority to execute and deliver this Agreement and carry out the transactions contemplated in this Agreement, the Purchase Agreement and the other Ancillary Agreements, as applicable. All requisite action on the part of Principal and FL1 has been taken to authorize the execution and delivery of this Agreement, the Purchase Agreement and the other Ancillary Agreements to which either Principal or FL1 is or will be a party.

C. No Conflicts; Consents. The execution and the delivery by Principal and FL1 of this Agreement, the Purchase Agreement and the Ancillary Agreements to which either Principal or FL1 is or will be a party do not, and the consummation of the transactions contemplated herein and therein and compliance with the provisions hereof and thereof will not, (a) conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under or violation of, or result in the creation of any Lien pursuant to (i) any provision of Principal’s or FL1’s articles or certificate of organization or formation, or any other organizational documents of Principal or FL1, as applicable, or (ii) any mortgage, indenture, lease, Contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to Principal or FL1, as applicable, or any of their respective properties or assets, (b) require on the part of Principal or FL1 any filing with, or any permit, authorization, consent or approval of, any Governmental Authority, (c) require any notice, consent or waiver under any Contract of Principal or FL1, (d) result in the imposition of any Lien upon any of the Purchased Assets, (e) violate any order, writ, injunction, or decree applicable to any of the Purchased Assets, or (f) violate any statute, rule, regulation or other Law applicable to any of the Purchased Assets.

D. Sufficiency. The Purchased Assets constitute all of the assets, properties and rights used or otherwise necessary to conduct the Manufacturing Process and operate the Purchased Equipment as operated by Seller prior to the Effective Date and to allow Buyer to conduct the Manufacturing Process and operate the Purchased Equipment following the Effective Date. No part of the Purchased Assets is operated or conducted by or through, or owned by or licensed from, any Person other than Seller. The Purchased Assets are in good operating condition and repair, subject to normal wear and tear, and are safe and adequate for the uses to which they are intended and are being put to use. None of the Purchased Assets are in need of maintenance or repairs, except for ordinary, routine maintenance and repairs due to normal wear and tear and not caused by faulty workmanship. There are no developments relating to or affecting any of the Purchased Assets pending or, to the knowledge of Seller, threatened, which might reasonably be expected to materially detract from the value of such Purchased Assets, materially interfere with any present or intended use of any such Purchased Assets or materially adversely affect the marketability of such Purchased Assets.

E. No Undisclosed Liabilities. As of the Effective Date, other than Seller’s outstanding obligations to DB under the DB Facility Agreement and the Assumed Liabilities, Seller has no outstanding obligations or Liabilities due to any other Person, including any Liabilities relating to or affecting the Purchased Assets, of any kind whatsoever.

F. Litigation. There are no Actions pending before any Governmental Authority (i) relating to the Purchased Assets, (ii) relating to the Sublease Agreement or (iii) that question or challenge the validity of this Agreement, the Purchase Agreement or any of the Ancillary Agreements to which Seller is or will be a party, or any of the transactions contemplated herein or therein. There is no judgment, decree or order against Seller or any of its properties or the Purchased Assets.

G. Specified IP.

1.G.1 Ownership. Except for any obligations under the DB Facility Agreement relating thereto, Seller exclusively owns and possesses all right, title and interest in and to the Specified IP, free and clear from any Liens and claims or rights of joint owners, employees, agents, consultants, or any other party. Immediately following the Effective Date, the Specified IP will be available for use by Buyer on the terms and conditions set forth in the IP License Agreement. The Specified IP includes all of Seller’s Intellectual Property Rights relating to the Manufacturing Process or otherwise related to thin-film photovoltaic research, development, manufacture and production, and all Intellectual Property Rights used in, or necessary for, the operation, licensing, and marketing of the foregoing. To the knowledge of FL1, Seller has secured valid and enforceable written assignments or work-for-hire or equivalent agreements, from all consultants, contractors and employees and all other Persons who contributed to the creation or development of any of the Specified IP of their rights to such contributions that Seller does not already own by operation of law. Except for the Deutsche Bank Lien, the Specified IP is not subject to any restrictions or limitations (including any orders, judgments, decrees, stipulations, or settlement agreements) regarding ownership, use, or enforcement.

1.G.2 Contracts. Except for the Purchase Agreement and the DB Facility Agreement, there are no contracts, covenants, agreements, releases, or other obligations relating to the transfer or sale of, or any Lien or other encumbrance on, the Specified IP in any manner.

1.G.3 Infringement. To the knowledge of FL1 (a) the use or operation of the Specified IP and the operation of the Manufacturing Process or otherwise does not infringe, misappropriate, violate or dilute, and has not infringed, misappropriated, violated, or diluted, any Intellectual Property Rights of any third party, and FL1 does not have knowledge of any facts that indicate a likelihood of any of the foregoing, and (b) Seller has not received any notices regarding any of the foregoing (including any demands or offers to license any Intellectual Property Rights from a third party). To knowledge of the FL1, no third party has infringed, misappropriated, violated or diluted any of the Specified IP.

1.G.4 Maintenance. Seller has taken all necessary and desirable actions to maintain and protect all of the Specified IP so as not to adversely affect the validity or enforceability thereof or Seller’s rights therein. Seller has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of Specified IP and none of the Specified IP has been disclosed to any Person other than pursuant to a written confidentiality agreement in the ordinary course of business.

1.G.5 No Disputes. There are no Actions pending or, to the knowledge of FL1, threatened (and, to the knowledge of FL1, at no time prior to the date of this Agreement has there been any pending or threatened Action): (i) alleging any infringement, misappropriation, or other violation of the Intellectual Property Rights of any Person by Seller; (ii) challenging the validity, enforceability, registrability, patentability, or ownership of any Specified IP; or (iii) by Seller or any other Person alleging any infringement, misappropriation, or violation by any Person of any Specified IP. Seller is not subject to any outstanding governmental order that restricts or impairs the use of any Specified IP. Seller has not sent or received any complaint, claim or dispute involving the matters of the types contemplated by this Section 1.G.5 (including any unsolicited offer to license to or from any Person) or requested or received opinions of counsel related to the same.

1.G.6 Effects of the Transaction. Neither the execution, delivery or performance of this Agreement and the Purchase Agreement nor any other agreements delivered pursuant hereto or thereto nor the consummation of any of the transactions contemplated by this Agreement or by the Purchase Agreement or any such other agreement entered into in connection herewith or therewith shall, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare a loss of, or encumbrance on, any Specified IP, or the grant, assignment, or transfer to any other person of any license or other right or interest under, to or in any Specified IP, other than the Deutsche Bank Lien in accordance with the terms hereof and thereof.

H. Real Property. Buyer has been furnished with true, correct and complete copies of Seller’s lease for its Gewerbestrasse 16, 8155 Niederhasli, Switzerland facility that contains the Manufacturing Facility (the “Lease”), which is valid, binding, enforceable and in full force and effect against Seller, and the Manufacturing Facility is the only real property used in the Manufacturing Process or with the Purchased Equipment. Subject to the consummation of the transactions contemplated hereby, including entry by Buyer into the Sublease Agreement and receipt of the consent contemplated in Section 2.1 of the Purchase Agreement, the execution, delivery and performance of this Agreement, the Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby does not require notice to or the consent or approval of any party to the Lease, nor will such transactions violate the Lease or cause Seller to be in default under the Lease. Seller is not in default of any obligation under the Lease and no amount due under the Lease remains unpaid, and, to the knowledge of FL1, (i) no other party to the Lease is in default of any obligation thereunder and (ii) no event has occurred which with the passage of time or giving of notice, or both, would constitute a default of any obligation under the Lease. Seller has not sold, assigned, transferred, pledged or encumbered all or any part of its leasehold interests in the Manufacturing Facility. Seller has not sub-leased or sub-licensed, or otherwise granted to any Person, the right to use or occupy the Manufacturing Facility.

I. Supply Agreement. Seller has made available to Buyer a true, correct and complete copy of the Supply Agreement (including any amendments or modifications thereto). The Supply Agreement is valid and binding on Seller and the counterparties thereto and is in full force and effect. Neither Seller nor, to FL1’s knowledge, the counterparty to the Supply Agreement is in breach of, or default under, the Supply Agreement in any material respect.

J. Insurance. Seller maintains policies of insurance in form and amount as is customary for the Manufacturing Process and the Specified Equipment and operation of the Manufacturing Facility and the Purchased Equipment and as may be additionally required under the terms of any Contract or agreement related thereto. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed. There is no threatened termination of, or pending material premium increase with respect to, any such policies or bonds.

K. Taxes. All Taxes (whether or not shown or required to be shown on any Tax Return) required to be paid by or with respect to Seller with respect to the Manufacturing Process and the Purchased Assets have been duly and timely paid to appropriate Tax authorities. Seller has filed with the appropriate tax authorities all Tax Returns that it was required to file with respect to the Manufacturing Process and the Purchased Assets, and all such Tax Returns are true and correct in all respects. There are no Liens for Taxes upon any of the Purchased Assets nor is any Tax authority in the process of imposing any Lien for Taxes on any of the Purchased Assets. Seller has not entered into any Tax sharing agreement, Tax allocation agreement, Tax indemnity agreement, or similar Contract or arrangement or any current or potential contractual obligation to indemnify any other Person with respect to Taxes that will require any payment by Buyer after the date hereof. Seller has not been the subject of any Tax audit, inquiry or similar proceeding relating to the Manufacturing Process or the Purchased Assets, and no audit, inquiry or proceeding with respect thereto is pending or threatened. Seller has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all material information reporting and backup withholding provisions of applicable Law.

L. Employees; Pension and Benefit Plan Matters.

1.L.1 The (anonymized) list of Transferred Employees set forth on Exhibit 6.1 of the Purchase Agreement and all information contained therein is true and complete.

1.L.2 There are no employment or benefit agreements, plans or arrangements entitling the employee to severance or other payment consequent upon the consummation of the transactions contemplated by this Agreement.

1.L.3 To the knowledge of FL1, none of the Transferred Employees has raised grievances or complaints or has claims pending or threatened with respect to violations of labour laws, including, but not limited to, sexual harassment and discrimination.

1.L.4 Seller has up to the Effective Date been in compliance with all terms and conditions of the employment agreements with the Transferred Employees and with all applicable laws in respect of the employment of the Transferred Employees.

1.L.5 Seller has made all payments to the Transferred Employees, other than in respect of the Pre-Closing Assumed Employee Liabilities, relating to periods or accruing before the Effective Date and paid all social security contributions, taxes and other duties relating to the employment agreements in accordance with applicable laws and the terms and conditions of the employment agreements (including without limitation (i) salary payments, (ii) bonus and incentive payments (iii) remuneration for overtime (Überstunden and Überzeit) and (iv) claims for anniversary payments).

1.L.6 Seller has previously delivered to Buyer all constituting documents of all pension funds, pension plans, health and welfare commitments, or similar benefit plans or commitments which exist in respect of the Transferred Employees (collectively, the “Employee Benefit Plans”) as at the date of this Agreement. All contributions to the Employee Benefit Plans due by Seller relating to the Transferred Employees for any period prior to the Effective Date have been made in accordance with applicable laws and regulations and the Employee Benefit Plans are fully funded as of the Effective Date. Seller shall procure that the pension fund entitlement for the Transferred Employees will be transferred to the pension scheme set up by Buyer in accordance with applicable laws and regulations (including Teilliquidation, if applicable).

1.L.7 To the knowledge of FL1, Seller has duly complied with all material obligations vis-à-vis the Transferred Employees, any relevant trade union, works council and employee representative respecting employment and labour laws and practices and, as of the Effective Date, there is no labour strike, dispute, slowdown or stoppage actually pending or threatened in writing to Seller by any of the Transferred Employees against Seller. To the knowledge of FL1, as of the Effective Date, there are no circumstances which might give rise to any of the Transferred Employees to any labour strike, dispute, slowdown or stoppage. As of the Effective Date, there are no collective labour or other agreements with any trade unions or similar organisations which affect the Transferred Employees.

M. Absence of Insolvency. No insolvency proceedings of any character, including, without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, is or would reasonably be expected to be (a) pending against Seller or any of the Purchased Assets, (b)  affecting any of the Purchased Assets, or (c) affecting the Sublease Agreement, and Seller has not made any assignment for the benefit of creditors, nor taken any action with a view to, or which would constitute the basis of the institution of any such insolvency proceedings. Seller is not insolvent under any applicable Law, or within the zone of insolvency.

N. Seller Products. To the knowledge of FL1, no Governmental Authority has alleged to Seller in writing or, to the knowledge of FL1, otherwise, that any Seller product designed, manufactured, held in inventory, marketed, distributed, or delivered by the Seller is defective or unsafe or fails to meet any product warranty or any standards promulgated by any such Governmental Authority. To the knowledge of FL1, none of Seller’s products produced in the Manufacturing Process or using the Purchased Assets is subject to any product recall, withdrawal, seizure, sequestration or quarantine, whether voluntarily or at the discretion or order of any Governmental Authority or otherwise (and to the knowledge of FL1, there is no reasonable basis for any recall, withdrawal, seizure, sequestration or quarantine).

O. Export Controls.

1.O.1 None of FL1, Seller, nor to the knowledge of FL1, any representative or Affiliate of FL1 or Seller, is (i) a Person listed in any sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom, (ii) a Person operating, organized or resident in a country or region which is itself the subject of any sanctions (“Sanctioned Country”) (including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine), or (iii) any Person owned or controlled by any Person or Persons specified in clauses (i) or (ii) above (clauses (i), (ii) and (iii), together, “Sanctioned Persons”). Each of FL1 and Seller, and to the knowledge of FL1, all Affiliates and representatives of FL1 and Seller when acting on behalf of FL1 or Seller, as applicable, are in compliance with applicable sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in Seller or any representative of the Seller being designated as a Sanctioned Person. None of FL1 or Seller, nor any Affiliate or representative of FL1 or Seller when acting on behalf of FL1 or Seller, as applicable, are engaged directly in any business or transactions with any Sanctioned Person or in any Sanctioned Country, or knowingly engaged in any indirect business or transactions with any Sanctioned Person or in any Sanctioned Country in any manner that would result in the violation of sanctions by Seller. There are no pending or, to the knowledge of FL1, threatened claims against FL1, Seller or any of their respective Affiliates with respect to sanctions.

1.O.2 Each of FL1, Seller and, to the knowledge of FL1, each Affiliate and representative of FL1 and Seller is in compliance in all material respects with applicable export and reexport control laws, regulations, permits, licenses, agreements, and orders (collectively “Export Control Laws”). To the knowledge of FL1, there are no inquiries or investigations pending or threatened against FL1, Seller or their respective Affiliates or representatives by any Governmental Authority with respect to Export Control Laws. To the knowledge of FL1, none of FL1, Seller or their respective representatives have been subject to any such inquiries or investigations and have not made and do not intend to make any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any violation, potential violation, or Liability arising under or relating to any Export Control Laws.

P. Environmental Matters. Seller possesses all environmental approvals, declarations, consents or permits (collectively, “Environmental Permits”) necessary, as the case may be, to conduct the Manufacturing Process and operate the Purchased Equipment as presently conducted and operated and is in compliance with all such Environmental Permits in all material respects. The consummation of this Agreement will not lead to the reconsideration, modification, or alteration of any right under or withdrawal of any Environmental Permit possessed by Seller. To the knowledge of FL1, (i) Seller has not received any complaint, notice, injunctions, demand from any Governmental Authority or from any third party alleging any private nuisance, harm to the environment or property right infringement on environmental, health and safety or public health grounds and (ii) Seller has complied in all material ways with all applicable Laws and Environmental Permits in relation with the protection of the environment including in respect of the disposal of all waste generated in connection with the conduct or operation of the Manufacturing Facility or the Purchased Equipment.

Q. Full Disclosure. FL1 has disclosed to Buyer all facts material to the Manufacturing Process and the Purchased Assets known to FL1. There is no fact known to FL1 but undisclosed to Buyer that would have a Material Adverse Effect on Seller and its subsidiaries, taken as a whole, or the Purchased Assets or the Specified IP. No representation or warranty by Principal or FL1 contained in this Agreement, the Purchase Agreement or the other documents and no statement contained in any document, certificate, or other writing furnished or to be furnished by or on behalf of Principal or FL1 to Buyer or any of its representatives pursuant to the provisions hereof or in connection with the transaction contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading. 

Exhibit 2(b) - Representations and Warranties of Investor

A. Authorization. The Investor has all necessary power and authority to execute, deliver and perform the Investor’s obligations under this Agreement and to carry out all of the actions required of the Investor pursuant to the terms hereof, and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Investor and its shareholders. This Agreement has been duly executed and delivered by the Investor, and this Agreement constitutes a legal, valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms.

B. Noncontravention. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (A) constitute a violation or breach of, or be in conflict with, constitute or create a default under, result in the termination of, the acceleration of the maturity of, or the acceleration of performance of any obligation of the Investor under, or result in the creation or imposition of any Lien upon any property, assets or rights of the Investor pursuant to any Contract; (B) conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of the Investor or conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Investor; or (C) require the consent or waiver of, notice to or other action by any Person.

Exhibit 2(c) - Representations and Warranties of Buyer

A. Organization and Valid Existence. Buyer is a corporation organized under the laws of the State of Delaware and has full power and authority to carry on its business as now conducted and as proposed to be conducted. Buyer is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations of Buyer.

B. Authorization. This Agreement, the Purchase Agreement and the Ancillary Agreements to which Buyer is or will be a party have been, or upon their execution and delivery hereunder will have been, duly and validly executed and delivered by Buyer and constitute, or will constitute, valid and binding agreements of Buyer enforceable against Buyer in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Buyer has all requisite power and authority to execute and deliver this Agreement, the Purchase Agreement and the other Ancillary Agreements to which it is or will be a party and to carry out and perform the transactions contemplated in this Agreement, the Purchase Agreement and the Ancillary Agreements to which it is or will be a party. As of the Effective Date, all requisite corporate action on the part of Buyer has been taken to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which Buyer is or will be a party.

C. Litigation. There are no Actions pending before any Governmental Authority, or to Buyer’s knowledge, threatened or reasonably expected, against Buyer that question or challenge the validity of this Agreement, the Purchase Agreement or any of the Ancillary Agreements to which Buyer is or will be a party, or any of the transactions contemplated herein or therein.

Exhibit 2(d) - Compensation in case of breaches of Representations and Warranties / Limitation of Liability

A. Survival of Representations and Warranties. Except for any claims based upon, arising out of or in connection with (i) any fraud, intentional misrepresentation or willful misconduct by a Party (which claims shall survive indefinitely), and (ii) the Fundamental Representations, all of the representations and warranties of the parties hereto contained in this Agreement shall survive the Effective Date and continue until the date that is eighteen (18) months following the Effective Date. The Fundamental Representations shall survive until sixty (60) days following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof). The covenants, agreements and indemnities set forth in this Agreement shall survive the Effective Date until fully performed in accordance with their respective terms. Notwithstanding the foregoing, if prior to the expiration of the relevant claims period specified above, a party entitled to indemnification hereunder shall have asserted a claim made in good faith for indemnification hereunder and such claim shall not have been fully resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnification hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof (whether or not the claim has been filed with the applicable Governmental Authority at the expiration of the specified period of survival), provided that the relevant Party commences judicial proceedings against the other Party within three (3) months after the expiry of the relevant time limitation. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any party to this Agreement against the other parties or others and any liabilities that a party to this agreement may be subject to pursuant to applicable Law.

B. Indemnification by Principal and FL1. Principal and FL1 shall, jointly and severally, indemnify, defend and hold harmless Buyer, its officers, directors, agents, subsidiaries, attorneys, employees (including employees of Buyer’s subsidiaries), and each Person, if any, who controls or may control Buyer (each a “Buyer Indemnified Person” and collectively “Buyer Indemnified Persons”), from and against any and all Damages, asserted against, resulting from, imposed upon, or incurred or suffered, by any of the Buyer Indemnified Persons as a result of or arising from or in connection with (a) breaches of any of Principal’s, Investor’s or FL1’s representations and warranties contained in this Agreement, (b) breaches of any of Principal’s, Investor’s or FL1’s covenants or agreements contained in this Agreement, (c) breaches of Seller’s representations, warranties, covenants or agreements contained in this Agreement or the Purchase Agreement, (d) any allegation or claim relating to the ownership, use, sale, licensing or development of the Purchased Assets prior to the Effective Date, (e) any Excluded Liabilities, (f) any Pre-Closing Assumed Employee Liabilities, (g) any claim of infringement relating to the Specified IP, (h) any claim by a Transferred Employee against Buyer relating to the employment relationship regarding the period prior to the Effective Date, (i) any claim asserted against Buyer by any Excluded Employee relating to the employment relationship as a result of or in connection with the transactions contemplated by the Purchase Agreement, including with respect to any change of control/transaction related or similar bonus that may be payable in connection with the transactions contemplated by the Purchase Agreement and (j) costs and expenses incurred in connection with such claims, including reasonable attorney’s fees and court costs, (k) all transfer, documentary, sales, use, stamp, registration, value added and other similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement or the Purchase Agreement; and (l) fraud or intentional misrepresentation by or on behalf of Principal, FL1 or the Seller.

C. Tax Treatment. The parties shall treat for Tax purposes any indemnity payment made pursuant to this Agreement as an adjustment to the total Purchase Price pursuant to the Purchase Agreement (except as otherwise required by Law, in which case such payment will be made in amount sufficient to indemnify the relevant Buyer Indemnified Person or Seller Indemnified Person on an after-Tax basis).

D. General limitation of Claims. No liability shall attach to Principal or FL1 under this Agreement where the individual claim is less than USD 50,000 (each, a “De Minimis Claim”), provided that, at such time as the aggregate indemnifiable Damages (including all De Minimis Claims) under Section (B) of this Exhibit 2(d) exceed on a cumulative basis the De Minimis Amount, then all such Damages shall be indemnifiable hereunder, including the amount of all De Minimis Claims.

E. Liquidated Damages. In the event of a breach by Principal or FL1 of any covenant contained in Sections 1(a), 1(b), 1(d) or 1(e) of this Agreement that continues without cure for a period of fifteen (15) days after receipt by Principal or FL1, as applicable, of a written notice of such breach from Buyer, Principal or FL1, as applicable, shall pay to Buyer an amount equal to USD $5,000,000, plus the amount of Damages incurred by Buyer as a result of such breach, which shall be paid by wire transfer of same-day funds on the business day immediately following the expiration of such fifteen (15) day period.

Annex 1 – Defined Terms

A. “Fundamental Representations” means the representations and warranties of Sellers set forth in Exhibit 9.1 of the Purchase Agreement and Section A (Organization), Section B (Authorization), Section C (No Conflicts; Consents), Section D (Sufficiency), Section E (No Undisclosed Liabilities), Section G (Specified IP), Section K (Taxes) and Section M (Absence of Solvency) of Exhibit 2(a) hereto.

B. “Intellectual Property Rights” means any and all rights in, arising out of, or associated with any or all of the following, whether now or hereafter existing, created, acquired or held: (i) all U.S., international and foreign patents and patent applications (including provisional applications) and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof and all inventions (whether or not patentable, reduced to practice or made the subject of a pending patent application), invention disclosures and improvements; (ii) trade secrets, confidential information and data and know-how; (iii) works of authorship, including all copyrights, copyright registrations and applications for copyright registration, renewals and extensions thereof, and all other rights corresponding thereto throughout the world; (iv) mask works, including mask work registrations and applications therefor, and any equivalent or similar rights; (v) industrial designs, including any registrations and applications therefor throughout the world; (vi) trade names, logos, trademarks and service marks and other indicia of ownership, including registered trademarks and service marks, all applications to register trademarks and service marks throughout the world, including intent to use registrations, and all goodwill symbolized or associated therewith; (vii) databases and data collections throughout the world; (viii) all moral and economic rights of authors and inventors, however denominated, throughout the world; and (ix) any similar or equivalent rights to any of the foregoing anywhere in the world.

C. “knowledge of FL1” or any other similar qualification used herein, means the actual knowledge, after due investigation within FL1 and of FL1’s representatives and advisers, of FL1, Johannes Kuhn or any other executive officer or manager (or comparable officer) of FL1.

D. “Liability” shall mean any direct or indirect liability, indebtedness, obligation, guarantee or endorsement related to the Purchased Assets, whether known or unknown, whether accrued or unaccrued, whether absolute or contingent, whether due or to become due, or whether liquidated or unliquidated.

E. “Material Adverse Effect” shall mean any effect that is or could reasonably be expected to be materially adverse to the Purchased Assets and/or the Manufacturing Process, whether or not occurring in the ordinary course of business.

F. “MFW Conditions” means (a) the approval of a special committee of independent and disinterested members of the Buyer’s Board of Directors and (b) the affirmative vote of a majority of the voting power of the outstanding shares of Buyer capital stock not beneficially owned by the Principal or its Affiliates (including the Investor), in each case of clauses (a) and (b), to the extent necessary to satisfy the framework established under Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014) and its progeny.

G. “Specified IP” means the intellectual property rights used or useful in the operation of the Specified Equipment or the conduct of the Manufacturing Process, including the intellectual property rights more particularly identified on Exhibit 1(d)(i).

H. “Tax Return” shall mean any return, declaration, report, disclosure, claim for refund, information return or statement or other document required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

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