JOINT DEVELOPMENT AGREEMENT

[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment made pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

THIS JOINT DEVELOPMENT AGREEMENT (this “ Agreement ”) dated as of August 12, 2011 (the “ Effective Date ”) is made by and between TFG RADIANT NEW-ENERGY GROUP LTD. (“ TFG Radiant N-E ”), a corporation organized and existing under the laws of the British Virgin Islands, and having offices at Xxxxx X, Xxxxxx Xxxxx, Xxxxxxxx X, Xx. 0 Xxxxxxx Road, Fuitan FTZ, Shenzhen, China 518038, and Ascent Solar Technologies, Inc. (“Ascent”), a corporation existing under the laws of the State of Delaware, and having offices at 00000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000

WHEREAS, Ascent is a developer of thin-film photovoltaic modules with substrate materials that are more flexible than most traditional solar panels and that can be directly integrated into standard building materials, commercial transportation, automotive solutions, space applications, consumer electronics for portable power or configured as stand-alone modules for large scale terrestrial installations;

WHEREAS, TFG Radiant N-E is a multi-business group with operations in solar energy development and distribution, wind energy, metal roofing and curtain architectural design and construction, construction materials, international trade, financial investment, real estate development, information industries, and consulting services;

WHEREAS, subject to the satisfaction of the conditions set forth in this Agreement (including the payment by TFG Radiant N-E of amounts specified in this Agreement) Ascent is willing to grant to TFG Radiant N-E a license or licenses to the Ascent IP in the Territory (each as defined below), and provide other consulting services to TFG Radiant N-E in the Territory;

NOW, THEREFORE in view of the foregoing premises and in consideration of the mutual promises and covenants contained in this Agreement, Ascent and TFG Radiant N-E agree as follows.

The following words and phrases will have the meanings set forth below where used herein with initial capital letters:

1.1 Affiliate . An “Affiliate” of a subject person or entity means any person or entity controlling, controlled by or under common control with that subject person or entity. “Control” for this purpose shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities or interests, by contract, or otherwise. TFG Radiant N-E and TFG Radiant Investment Group, Ltd. shall be deemed Affiliates regardless of any future changes in ownership within such entities.

1.2 Ascent Core Technology . “Ascent Core Technology” means all hardware, software, process, tools, designs, know-how and any other IP associated with CIGS Photovoltaic Fabrication Facilities and the design and manufacture of CIGS PV.

1.3 Background IP . “Background IP” means all IP owned or controlled by a party or its Affiliates (including Ascent Core Technology) as of the Effective Date.

1.6 Copyrights . “Copyrights” means all expressions fixed in a tangible medium, copyrightable material and copyrights (including all other literary and author rights), including software, computer programs, electronic designs and specifications.

1.8 Licensed Products . “Licensed Products” means CIGS PV and materials and services sold in connection therewith that specifically relate to CIGS PV (excluding unrelated materials, products, and services such as a housing structure), inclusive of any encapsulation of such modules or material which utilize Ascent IP and which is made, used, sold, offered for sale, imported,

distributed, or otherwise utilized by or on behalf of TFG Radiant N-E and/or TFG Radiant N-E's licensees and sub-licensees, if any, pursuant to a license granted under this Agreement.

1.9 Net Sales . “Net Sales” means, with respect to Licensed Products, the net revenues received by TFG Radiant N-E or its licensees and sublicensees or their Affiliates, if any, for Licensed Products which are sold, transferred, leased, or otherwise distributed for value to a party other than TFG Radiant N-E or TFG Radiant N-E's licensees or sublicensees or their Affiliates; less any returns, refunds, bona fide credits, discounts, rebates and allowances offered in the trade; and excluding any taxes, charges, or duties levied by any governmental authority, freight, packaging or shipping charges and other non-price items. If Licensed Products are sold or leased in transactions that are not bona fide arm's-length transactions, Net Sales shall be determined by the most recent bona fide arm's-length commercial sale of the identical Licensed Products to an independent party. If a Licensed Product is sold as a part or subassembly of a larger end-item that also performs other functions in addition to those performed by the Licensed Product, Ascent and TFG Radiant N-E will negotiate reasonably and in good faith to determine a prorated value of the larger end-item that reflects the value of the Licensed Product, such prorated value taking into account the portion of the housing structure, balance of system, connectors, and other elements necessary to the installation and operation of the Licensed Product and further taking into account the relative levels of intellectual-property content of each of the elements; provided that to the extent that an identical or equivalent Licensed Product is sold as a standalone device, the prorated value of the Licensed Product shall be established on the basis of the most recent commercial sale of such identical or equivalent Licensed Product sold as a standalone device. For clarity, Net Sales are the actual end selling price of Licensed Products, to unaffiliated distributors, resellers or end customers derived from sales by TFG Radiant N-E's licensees, sublicensees, or their Affiliates.

1.10 Patents . “Patents” means all patent rights and all right title, and interest in all letters patent or equivalent rights and applications for letters patent or rights, industrial and utility models, industrial designs, xxxxx patents, patents of importation patents of addition, certificates of invention and other government issued or granted indicia of invention ownership and all divisions, continuations, reissues, renewals, reexaminations, and extensions thereof, all foreign patents or patent applications that correspond thereto, and any patents that issue thereon.

1.11 Photovoltaic Fabrication Facilities . “Photovoltaic Fabrication Facilities” means facilities and equipment for the design, manufacture and testing of CIGS PV utilizing Ascent IP.

1.12 Prime Rate . The “Prime Rate” means the prime rate published by Bank of America, N.A (or any successor entity) from time to time as its “prime rate,” or any successor interest rate.

1.13 Project . “Project” means work performed by the parties pursuant to this Agreement and the Development Plan

1.14 Project IP . “Project IP” means IP that is first conceived, created, authored, developed by or on behalf of either party or both parties in connection with the Project.

1.15 TFG Radiant N-E Fab . “TFG Radiant N-E Fab” means any Fab that is built, operated, sold or licensed by TFG Radiant N-E pursuant to this Agreement.

1.16 Intellectual Property . “Intellectual Property” or “IP” means any and all intellectual property and proprietary rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including know-how, processes (including manufacturing and test), computer programs, computer models, technical data, designs, prototypes, components, packaging, inventions, discoveries, techniques, improvements, modifications, technical information, test results and all Patents, Copyrights, trade secrets, trademarks, service marks, designs, trade dress, moral rights, mask works and other proprietary rights related thereto whether or not registered

1.17 Territory . “Territory” means Hong Kong, Taiwan, China, Malaysia, Indonesia, Korea, Thailand and Singapore.

1.18 Tranche 2 Milestone . “Tranche 2 Milestone” shall mean [*]. Upon determination in good faith by TFG Radiant N-E that it has achieved the Tranche 2 Milestone, TFG Radiant N-E will deliver written notification indicating the date of such achievement to the Chief Executive Officer of Ascent and such documentation reasonably necessary to support the achievement of the Tranche 2 Milestone. Ascent shall have the right to verify achievement of the Tranche 2 Milestone. The parties will negotiate in good faith regarding any dispute regarding the achievement of the Tranche 2 Milestone.

2.1 Joint Development . Each party agrees to use commercially reasonable efforts to interact on a regular basis and exchange

such information as each in good faith determines in its sole discretion appropriate to develop and commercialize Fabs and manufacture and sell Licensed Products in the Territory (the “ Development Plan ”). The Development Plan is anticipated to include the terms set forth on Appendix A hereto, and the parties will work together to complete a full Development Plan within a reasonable time following the Effective Date. Until such time as the initial TFG Radiant N-E Fab is operational, Ascent agrees to provide the technical services and support reasonably requested by TFG Radiant N-E to support the construction and operation of the initial TFG Radiant N-E Fab. The expenses of Ascent in connection with providing the services in connection with the Development Plan and/or any Statement of Work will be invoiced on the basis of fully loaded actual cost (as further described in the Development Plan or Statement of Work), including out of pocket costs and expenses such as travel and subcontractor costs, plus [*]. [*]. In addition to this initial work in the Development Plan, the parties may from time to time to negotiate in good faith one or more additional statements of work which reference this Agreement, each of which shall, upon execution by parties, become a part of this Agreement (each a “ Statement of Work ”). The parties acknowledge that the Development Plan contains the parties' current expectations as to the activities, timeline and funding requirements relating thereto and that the Development Plan may require additional time and/or funding to complete and/or involve activities beyond the scope currently contemplated in such Development Plan.

2.2 Contents of Statements of Work . Each Statement of Work will specify (i) the development goals and objectives of the Statement of Work and the activities and tasks to be undertaken by each party hereto in connection with such activities, (ii) any obligations on the part of TFG Radiant N-E to make payments to Ascent so as to provide funding for such activities (“ TFG Radiant N-E Funding ”) and the schedule for the payment of such funds, (iii) the purposes for which, and manner in which, any TFG Radiant N-E Funding is to be utilized by Ascent, (iv) the milestones and deliverables to be achieved or delivered by each party, (v) the respective Project Coordinators for such Statement of Work, and (vi) such other matters as deemed appropriate by the parties. In the event of a conflict between the terms of any Statement of Work and the terms set forth in the body of this Agreement, the terms set forth in the body of this Agreement shall prevail unless the Statement of Work expressly states that the inconsistent term is meant to prevail over the terms of this Agreement, in which case the terms set forth in the Statement of Work shall prevail over the terms of the body of this Agreement solely for purposes of such Statement of Work.

2.3 Performance under Statements of Work . The parties will use commercially reasonable efforts to perform the tasks and activities identified in, and fulfill the responsibilities specified in, the Development Plan and/or each Statement of Work.

2.4 Coordinators . The Project Coordinators for this Agreement will be designated by each of the parties from time to time. Each Project Coordinator will be responsible for overall supervision of activities on behalf of such party pertinent to this Agreement and tasks outlined in the Development Plan and/or Statements of Work. With respect to each Statement of Work, the Project Coordinators will be responsible for (a) arranging meetings, visits and consultations between the parties concerning the technical matters related to such Statement of Work; (b) scheduling and making arrangements for joint meetings and chairing periodic technical status reviews; (c) proposing, assessing and processing changes to such Statement of Work, which must be in writing and signed by authorized representatives of both parties; and (d) coordinating any information exchanges between the parties relating to such Statement of Work. Either party may change its coordinators at any time without prior notice. The coordinators are not authorized to modify or change any term or condition of this Agreement.

2.5 Status Reports and Final Report . The parties shall jointly prepare written quarterly status reports and a final report summarizing, in reasonable detail, the work performed pursuant to this Agreement, the results of all material work performed in connection with each Statement of Work and the status of Project IP developed by each party. The format and contents of the reports will be as agreed upon by the Project Coordinators.

2.6 Non-Recurring Engineering Funding . TFG Radiant N-E shall pay Ascent the non-recurring engineering funding set forth on Appendix B attached hereto.

2.7 Purchase Rights . When commercially feasible, in addition to the transactions contemplated by this Agreement, Ascent shall have the option to sell to TFG Radiant N-E or its Affiliates, and TFG Radiant N-E and its Affiliates agree to purchase, at a price of [*], CIGS PV; provided, however , that any such sales shall, at a minimum, be for CIGS PV having at least [*] of power production capability on an annual basis.

3.1 Independently-Developed IP . Each party will retain ownership of any and all IP (including Background IP) and all Confidential Information (defined in Section 6.1) that the party owned on or before the Effective Date. Additionally, any IP developed on or after the Effective Date by either party independently (i.e., outside of development under this Agreement) and