Exhibit 10.1

THIS UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE PAYOR THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

UNSECURED PROMISSORY NOTE

$400,000.00    

February 27, 2017

Thornton, Colorado

For value received, Ascent Solar Technologies, Inc., a Delaware corporation (“ Payor ”), promises to pay to Global Ichiban Ltd or its assigns (“ Holder ”) the principal sum of Four Hundred Thousand Dollars ($400,000.00) with interest on the outstanding principal amount at the rate of twelve percent (12%) per annum. Interest shall commence with the date of funding. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. The principal and accrued interest on this note (the “ Note ”) shall be due and payable on August 27, 2017 (the “ Maturity Date ”), provided that the Maturity Date of all Notes (as defined below) may be extended with the written consent of Holder.

1. The obligations under this Note will be unsecured.

2.      All payments of interest and principal shall be in lawful money of the United States of America and shall be made pro rata among all Holders. All payments shall be applied first to accrued expenses due under this Note, next to interest and thereafter to principal.

3.      The entire outstanding principal balance and all unpaid accrued interest shall become fully due and payable on the Maturity Date. On the Maturity Date, Payor shall pay the Holder the outstanding principal balance, plus an amount equal to all accrued interest.

4.      Promptly upon the occurrence thereof, Payor shall furnish to Holder written notice of the occurrence of any Event of Default (as defined below) hereunder.

5.      If action is instituted to collect this Note, the Payor promises to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with such action.

6.      Payor may prepay this Note prior to the Maturity Date.

7.      If there shall be any Event of Default hereunder, at the option of, and upon the declaration of the Holder of this Note and upon written notice to the Payor (which election and notice shall not be required in the case of an Event of Default under Section 7(b) or 7(c)), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “ Event of Default ”:

(a)      Payor fails to pay timely any of the principal amount due under any of the Notes on the date the same becomes due and payable or any accrued interest or other amounts due under any of the Notes on the date the same becomes due and payable;

(b)      Payor (i) files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect; (ii) makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (iii) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property; (iv) is unable, or admits in writing its inability, to pay its debts generally as they mature, (v) is dissolved or liquidated; (vi) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or (vii) takes any action for the purpose of effecting any of the foregoing; or

(c)      An involuntary petition is filed against Payor (unless such petition is dismissed or discharged within thirty (30) days under any bankruptcy statute now or hereafter in effect) or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of Payor.

8.      Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Section 7(b) or 7(c)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to the Payor, declare all outstanding principal and accrued interest on this Note immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Section 7(b) or 7(c), immediately and without notice, all outstanding principal and interest on this Note shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.

9.      The Payor hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this Note.

10.      This Note shall be governed by and construed under the laws of the State of Colorado, as applied to agreements among Colorado residents, made and to be performed entirely within the State of Colorado, without giving effect to conflicts of laws principles.

11.      Any term of this Note (excluding the principal amount of the Note and the interest rate of the Note) may be amended or waived with the written consent of Payor and Holder. Upon the effectuation of such waiver or amendment in conformance with this Section 11, the Payor shall promptly give written notice thereof to the record holders of the Notes who have not previously consented thereto in writing.

[Remainder of Page Intentionally Left Blank]

    

IN WITNESS WHEREOF, Payor and Holder have caused this Note to be executed as of the date first written above.

PAYOR:

ASCENT SOLAR TECHNOLOGIES, INC.

By:     /s/ Victor Lee

Name: Victor Lee

Title: Chief Executive Officer

HOLDER:

GLOBAL ICHIBAN LTD

For and on Behalf of

LT Asia Management Ltd

By:     /s/ Ashley Ong

Name: Ashley Ong

Title: Director

Exhibit 10.2

INTELLECTUAL PROPERTY DISPOSAL AGREEMENT

THIS INTELLECTUAL PROPERTY DISPOSAL AGREEMENT (the “Agreement”) is made on January 25, 2017 (the “Effective Date”)

BETWEEN

WHEREAS

(A)    Ascent Solar has agreed to sell and transfer all of its and its applicable affiliates’ legal right, title, interest and all economic benefit in the Intellectual Property (as defined IN Schedule A (1) of this agreement) to Sun Pleasure, and

(B)    Sun Pleasure has agreed to purchase and accept the same for the Consideration (as defined below).

NOW, IT IS AGREED as follows:

Business Day means a day (other than a Saturday or Sunday) on which banks generally are open in New York, USA for the transaction of a full range of business.

Completion means completion of the transfer hereunder in accordance with Section 3.

Consideration has the meaning given to it Section 2.2.

Intellectual Property means the patent, product designs, trademarks, and domain names associated with the EnerPlex® mark and other intellectual property rights described on Schedule A.

Disposal Time means close of the Business Day on the Effective Date of this Agreement.

3.1 The sale and purchase of the Intellectual Property shall be completed, and legal title and ownership in respect of the Intellectual Property shall be deemed to pass to Sun Pleasure, in each case, with effect from the Disposal Time.

3.2 Ascent Solar shall: (a) cause to be delivered or made available to the Sun Pleasure such additional documents which include but not limited to the certificate of the registration of the Intellectual Property, evidence for the application of the related Intellectual Property to relevant registration authority and the applications form or notice of related authority to transfer the legal title to Sun Pleasure and any other documents, and certificate to Sun Pleasure as may reasonably require to complete the sale and purchase of the Intellectual Property; and (b) do such other things reasonably necessary to give full effect to this Agreement.

3.3 Sun Pleasure shall:(a) Timely pay or cause to be paid the Consideration to Ascent Solar or to whom and in the manner as Ascent Solar prescribed in SCHEDULE A; and (b) cause to be delivered or made available to Ascent Solar such additional documents as Ascent Solar may reasonably require to complete the sale and purchase of the Intellectual Property; and (c) do such other things reasonably necessary to give full effect to this Agreement.

As per clause 2.4, Ascent Solar dispose the Intellectual Property at “As is” basis. To that end, Ascent Solar agrees to make commercially reasonable efforts to change and update the registrations of the Intellectual Property as soon as is reasonably practical. Further, Ascent Solar hereby guarantees the following:-

This Agreement (including the Schedules, which are hereby incorporated in the terms of this Agreement) sets forth the entire understanding and agreement among the parties as to matters covered herein and therein and supersedes any prior understanding, agreement or statement (written or oral) of intent among the parties with respect to the subject matter hereof.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

No waiver shall be deemed to have been made by any party of any of its rights under this Agreement unless the same is in writing and is signed on its behalf by an authorized signatory. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. To be binding, any amendment of this Agreement must be effected by an instrument in writing signed by the parties.

All notices, demands, instructions, waivers, consents or other communications to be provided pursuant to this Agreement shall be in writing, shall be effective upon receipt, and shall be sent by hand, facsimile, air courier or certified or registered mail, return receipt requested, as follows:

        

or to such other address as a party may specify by notice from time to time in writing to the other parties in the manner specified in this Section.

9.    COSTS

Ascent Solar and the Sun Pleasure shall each pay its own costs, charges and expenses incurred in connection with the preparation and implementation of this Agreement and the transactions contemplated by it.

This Agreement shall be governed by, and construed in accordance with, the laws of Colorado without regard to conflicts-of-laws principles.

AS WITNESS, this Agreement has been signed by or on behalf of the parties the day and year first above written.

                

:

SCHEDULE A – Proprietary Intellectual Property & Consideration

Generatr design

Jumpr designs
including but not limited to the following registration and application numbers:
                    
Title                              US Application Number

Portable Energy Storage and Distribution Device        App. 29/514,484

Portable Energy Storage and Distribution Device        App. 29/514,490                
Copies of Filing Receipt and Application enclosed as part of Schedule A.

US Application / Registration No.(s)

EnerPlex                        5,124,314; 4,441,523; 4,401,807    

EnerPlex Packr                        4,871,122

EnerPlex Jumpr                        4,441,347

EnerPlex Kickr                        4,433,827
EnerPlex Generatr                    4,837,477

EnerPlex Commandr                    4,933,190
Copies of Trademark Certificates enclosed and is regarded as part of Schedule A.

www.goenerplex.com

Photovoltaic (PV) and solar related technologies, designs and products (“PVIP”) and EnerPlex-related Intellectual Property for solar related designs and products (such as PV blanket products, currently marketed as EnerPlex Kickr, -Packr, and -Commandr products). Such Intellectual Property includes but is not limited to the following Patents:

In consideration for the disposal of intellectual property defined, Sun Pleasure shall pay Ascent Solar as follows:

 

 

SCHEDULE B –
Ascent Solar Incoming Wire Instructions

Bank Name:

Bank Address:

Account Name:     Ascent Solar Technologies, Inc.

Account Number:

SWIFT Code (International Routing Number):