Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________

FORM 8-K

______________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 8, 2015 (September 4, 2015)

______________________________________________________

ASCENT SOLAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________




Delaware	001-32919	20-3672603
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

12300 Grant Street Thornton, Colorado		80241
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720) 872-5000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

Agreement to Retire $21.2 Million of Outstanding Senior Secured Convertible Notes.

On September 4, 2015, Ascent Solar Technologies, Inc. (the “Company”) entered into a Cancellation and Waiver Agreement (the “Cancellation Agreement”), between the Company and an institutional investor (the “Holder”). Pursuant to the Cancellation Agreement, the Company has agreed to retire all $21.2 aggregate principal amount of its currently outstanding Senior Secured Convertible Notes (the “Outstanding Notes”).

Under the terms of the Cancellation Agreement, the Company will pay the Holder an aggregate of $25.1 million (the “Cancellation Price”) to retire all $21.2 aggregate principal amount of currently Outstanding Notes.

A portion of the Cancellation Price will be paid immediately and will be funded from the approximately $18.8 million currently held in the Company’s restricted control account relating to the Outstanding Notes. An additional $2.4 million of the Cancellation Price will be due in late October 2015. The remaining $3.9 million portion of the Cancellation Price will be due in early December 2015.

Upon the full payment of the Cancellation Price, all of the Outstanding Notes shall cease to be outstanding and the security interest in substantially all of the Company’s assets (other than the Company’s Thornton, Colorado real estate assets which currently secure other outstanding indebtedness) securing the Outstanding Notes will be released.

The Company has begun activities related to securing additional financing through strategic or financial investors that would be provide funds sufficient to pay the Cancellation Price and to provide ongoing working capital for the Company’s operations. There is no assurance that the Company will be able to raise such additional capital on acceptable terms or at all.

The Cancellation Agreement provides that there will be no further issuances of the Company’s common stock in connection with payments on or conversions of the Outstanding Notes so long as the Company does not default in making the required payments of the Cancellation Price.

If the Company does not pay the full Cancellation Price, then any uncancelled portion of the Outstanding Notes would continue to remain outstanding with substantially all of their current existing terms and conditions.

The foregoing description of the Cancellation Agreement is a summary and is qualified in its entirety by reference to the document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

$1.5 Million Convertible Note Financing.

On September 4, 2015, the Company entered into a Note Purchase Agreement (the “New Loan Agreement”), between the Company and two accredited investors (the “Lenders”). Pursuant to the New Loan Agreement, the Company issued to the Lenders $1.5 million original principal amount of secured subordinated convertible notes (the “New Notes”). The New Loan Agreement provides the Company an option to issue up to an additional $500,000 of New Notes within the next 30 days. The Company will use the $1.5 million of gross proceeds from this transaction for working capital and general corporate purposes.

Unless earlier converted or redeemed, the New Notes will mature in one year (the “Maturity Date”).

The New Notes bear interest at a rate of 8% per annum. Principal and interest on the New Notes is payable on the Maturity Date.

All amounts due under the New Notes are convertible at any time, in whole or in part, at the option of the Lenders into shares of Common Stock at a fixed conversion price, which is subject to adjustment for stock splits, stock dividends, combinations or similar events, of $0.12 per share (the “Conversion Price”). There are no registration rights applicable to the New Notes. Accordingly, any shares of Common Stock issued upon conversion of the New Notes will be restricted and may only be sold in compliance with Rule 144 or in accordance with another exemption from registration.

The New Notes will be secured by a security interest in substantially all of the Company’s assets (other than the Company’s Thornton, Colorado real estate assets which currently secure other outstanding indebtedness). The security interest for the New Notes will be subordinated to the security interest securing the Outstanding Notes unless and until the Outstanding Notes are completely retired.

The foregoing description of the New Notes is a summary and is qualified in its entirety by reference to the documents attached hereto as Exhibits 10.2, 10.3, 10.4 and 10.5, which documents are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The New Notes described in this Current Report on Form 8-K were offered and sold to accredited investors in reliance upon exemptions from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On September 8, 2015, the Company issued a press release announcing the transactions described above. A copy of the press release is furnished as Exhibit 99.1 of this report.

The information under Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information under Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.



(d)	Exhibits
	Exhibit Number	Description

	10.1	Cancellation and Waiver Agreement dated September 4, 2015
	10.2	Note Purchase Agreement dated September 4, 2015
	10.3	Security Agreement dated September 4, 2015
	10.4	Secured Convertible Promissory Note for $1,000,000 dated September 4, 2015
	10.5	Secured Convertible Promissory Note for $500,000 dated September 4, 2015
	99.1	Press Release, dated September 8, 2015

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon the Company’s current expectations, speak only as of the date hereof and are subject to change. All statements, other than statements of historical fact included in this Current Report on Form 8-K, are forward-looking statements. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “goal,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate, and involve factors that may cause actual results to differ materially and adversely from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, Quarterly Reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.






	ASCENT SOLAR TECHNOLOGIES, INC.

September 8, 2015	By:	/s/ Victor Lee
		Name: Victor Lee
		Title: Chief Executive Officer

EXHIBIT INDEX





Exhibit		Description
10.1		Cancellation and Waiver Agreement dated September 4, 2015
10.2		Note Purchase Agreement dated September 4, 2015
10.3		Security Agreement dated September 4, 2015
10.4		Secured Convertible Promissory Note for $1,000,000 dated September 4, 2015
10.5		Secured Convertible Promissory Note for $500,000 dated September 4, 2015
99.1		Press Release, dated September 8, 2015

Exhibit 10.1

CANCELLATION AND WAIVER AGREEMENT

This Cancellation and Waiver Agreement (the “Agreement”) is entered into as of the 4^th day of September, 2015, by and among Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the following facts:

A. Prior to the date hereof, pursuant to (i) that Securities Purchase Agreement, dated as of November 14, 2014, by and between the Company and the Holder (the “Initial Securities Purchase Agreement”), the Company issued to the Holder, among other things, (x) a senior convertible note, convertible into shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), in accordance with the terms of thereof (the “Note”, as converted the “Conversion Shares”), which as of the date hereof has $21,198,231.07 in aggregate principal outstanding (the “Note Amount”) and (y) a Warrant to purchase Common Stock and (ii) that Securities Purchase Agreement, dated as of February 19, 2015 by and between the Company and the Holder (the “Additional Securities Purchase Agreement”), the Company issued to the Holder, among other things, (x) certain shares of preferred stock of the Company and (y) a Warrant to purchase Common Stock.

B. The Company and the Holder desire (i) on the date hereof to purchase and cancel such aggregate principal amount of the Note as set forth on the signature page of the Holder (including any accrued and unpaid interest thereon) (the “Initial Closing Note”) for such aggregate cash amount as set forth on the signature page of the Holder (the “Initial Closing Purchase Price”) to be paid from the Master Restricted Account (as defined in the Note) (the “Initial Cancellation”), (ii) on October 19, 2015 (the “Second Closing Date”), to purchase and cancel such aggregate principal amount of the Note as set forth on the signature page of the Holder (including any accrued and unpaid interest thereon) (the “Second Closing Note”) for such aggregate cash amount as set forth on the signature page of the Holder (the “Second Closing Purchase Price”) to be paid to the Holder by the Company (the “Second Cancellation”) and (iii) on December 4, 2015 (the “Third Closing Date”), to purchase and cancel such aggregate principal amount of the Note as set forth on the signature page of the Holder (including any accrued and unpaid interest thereon) (the “Third Closing Note”, and together with the Initial Closing Note and the Second Closing Note, the “Closing Notes”) for such aggregate cash amount as set forth on the signature page of the Holder (the “Third Closing Purchase Price”, and together with the Initial Closing Purchase Price and the Second Closing Purchase Price, the “Closing Purchase Price”) to be paid to the Holder by the Company (the “Third Cancellation”, and together with the Initial Cancellation and the Second Cancellation, the “Cancellations”).

C. Each of the Company and the Holder desire to effectuate the Cancellations on the basis and subject to the terms and conditions set forth in this Agreement.

D. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreements.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1.Cancellations. On the date hereof, (x) the Company, the Placement Agent and the Holder shall deliver joint written instructions, in form and substance acceptable to the Holder, in its sole discretion, to the Controlled Account Bank with respect to the Master Restricted Account to wire the Initial Closing Purchase Price to the Holder by wire transfer in U.S. dollars and immediately available funds in accordance with the wire instructions of the Holder delivered to the Company on or prior to the date hereof and (y) upon the Holder’s receipt of the Initial Closing Purchase Price and the Holder hereby agrees to convey, assign and transfer the Initial Closing Note to the Company for cancellation (the “Initial Closing”). On the Second Closing Date, the Company shall wire the Second Closing Purchase Price to the Holder by wire transfer in U.S. dollars and immediately available funds in accordance with the wire instructions of the Holder delivered to the Company on or prior to the Second Closing Date and, upon the Holder’s receipt of the Second Closing Purchase Price, the Holder hereby agrees to convey, assign and transfer the Second Closing Note to the Company for cancellation (the “Second Closing”). On the Third Closing Date, the Company shall wire the Third Closing Purchase Price to the Holder by wire transfer in U.S. dollars and immediately available funds in accordance with the wire instructions of the Holder delivered to the Company on or prior to the Third Closing Date and, upon the Holder’s receipt of the Second Closing Purchase Price, the Holder hereby agrees to convey, assign and transfer the third Closing Note to the Company for cancellation (the “Third Closing”).

(a)The Holder shall deliver or cause to be delivered to the Company (or its designee) the Note (or affidavit of lost note, in form provided upon request by the Company and reasonably acceptable to the Holder) as soon as commercially practicable following the Third Closing Date (the “Delivery Date”). Immediately following the Holder’s receipt of the applicable Closing Purchase Price, solely with respect to the applicable Closing Note, the Holder shall relinquish all rights, title and interest in such Closing Note and assign and transfer the same to the Company, and any such Closing Note, as applicable, shall be cancelled. Upon the consummation of each of the Cancellations, if requested by the Company, the Holder shall execute and delivery to the Company a pay-off letter, in customary form, and return any Collateral held by the Holder, in its capacity as the Collateral Agent, to the Company.

(b)On or prior to the date hereof, the Company shall satisfy all conditions set forth in Section 7 of the Initial Securities Purchase Agreement (as amended prior to the date hereof and hereby) with respect to this Agreement and each other related documents contemplated hereby (the “Cancellation Documents”) as if the date hereof was the Closing Date (as defined therein), mutatis mutandis.

(c)If either (i) the Company fails to either (x) consummate the Second Closing on or prior to the Second Closing Date and/or (y) consummate the Third Closing on or prior to the Third Closing Date occurs (each, a “Default Event”), the Company shall exchange such Closing Notes (including, without limitation, the Second Closing Note and the Third Closing Note) then outstanding, in whole or in part, as elected by the Holder from time to time at the Holder’s option, into shares of Common Stock (the “Default Shares”)(in each case, subject to Section 3(d) of the Note as if such issuance was being made pursuant to a conversion of the Note) in reliance on the exemption from registration provided by Section

3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”)(each such exchange, a “Default Exchange”) at an exchange price equal to the Default Exchange Price (as defined below), using the mechanics set forth in Section 3(c) of the Note with “Default Exchange Price” replacing “Conversion Price” (as defined in the Note) for all purposes thereunder and using a form of exchange notice (each, an “Exchange Notice”) similar to the Conversion Notice (as defined in the Note), mutatis mutandis. The Holder agrees that, so long as no Default Event occurs, neither the Company nor the Holder shall effect any conversion of the Note and no Installment Date (as defined in the Note) shall be deemed to occur. The parties acknowledge and agree that the Default Shares, if any, shall be issued to the Holder in exchange for the applicable Closing Note without the payment of any additional consideration by the Holder. For the purpose of this Section 1(d), “Default Exchange Price” means with respect to any Default Exchange that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the Trading Day immediately preceding the time of the delivery or deemed delivery of the applicable Exchange Notice, and (ii) 85% of the price computed as the quotient of (I) the sum of the three (3) lowest VWAPs of the Common Stock during the sixty (60) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Exchange Notice, divided by (II) three (3) (such period, the “Default Exchange Notice Measuring Period”). All such determinations to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Default Exchange Notice Measuring Period. Notwithstanding anything herein to the contrary, nothing in this Section 1(c) shall be deemed to limit the rights of the Holder to exercise any conversion, redemption or other right or remedy pursuant to the Closing Notes then outstanding.

2. Amendments; Acknowledgements.

(a)Ratifications. Except as otherwise expressly provided herein, the Initial Securities Purchase Agreement and each other Transaction Document (as defined in the Initial Securities Purchase Agreement and the Additional Securities Purchase Agreement), is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the date hereof: (i) all references in the Initial Securities Purchase Agreement and the Additional Securities Purchase Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Initial Securities Purchase Agreement or the Additional Securities Purchase Agreement, as applicable, shall mean the Initial Securities Purchase Agreement or the Additional Securities Purchase Agreement, as applicable, as amended by this Agreement, and (ii) all references in the other Transaction Documents, to the “Securities Purchase Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Securities Purchase Agreement or Additional Securities Purchase Agreement shall mean the Initial Securities Purchase Agreement or Additional Securities Purchase Agreement, as applicable, as amended by this Agreement.

(b)Amendments to Initial Transaction Documents. Effective as of the date hereof, each of the Transaction Documents are hereby amended as follows:

(i) The defined term “Conversion Shares” is hereby amended to include the “Default Shares” (as defined in the Cancellation Agreement)”.

(ii) The defined term “Transaction Documents” shall be amended to include this Agreement.

(iii) “Cancellation Agreement” means that certain Cancellation and Waiver Agreement, by and between the Company and the investor signatory thereto, dated September 4, 2015.

(c)Acknowledgment Regarding Note. The Holder holds a Note issued by the Company pursuant to the Initial Securities Purchase Agreement. The Holder hereby consents to the issuance of the Default Shares and waives any provisions in any Transaction Documents (as defined in the Note) that would otherwise prohibit the issuance of the Default Shares in accordance with this Agreement, and the Default Shares shall be deemed to be Excluded Securities (as defined in the Note) and the Default Shares shall not be deemed to be Variable Price Securities (as defined in the Note), in each case, for all purposes under the Note.

(d)Waiver of Certain Provisions of the Initial Securities Purchase Agreement and Additional Securities Purchase Agreement. Effective as of the time of consummation, in full, of the Initial Closing, the Holder hereby waives sections 4(m), 4(n), 4(q), 4(r), and 4(w) of the Initial Securities Purchase Agreement and sections 4(m), 4(n), 4(p), and 4(v) of the Additional Securities Purchase Agreement.

(e)Certain Other Waivers. With respect to the Company's issuance of $1.5 million of subordinated convertible notes of even date herewith (the "Subordinated Notes"), upon the execution and delivery of subordination agreements acceptable to the Holder, the Holder hereby consents to the issuance of the Subordinated Notes and waives any provisions in any Transaction Documents (as defined in the Note) that would otherwise prohibit the issuance of the Subordinated Notes (and the common stock issuable upon the conversion of the Subordinated Notes). In addition, the Holder hereby agrees that (i) the Subordinated Notes (and the common stock issuable upon the conversion of the Subordinated Notes) shall be deemed to be Excluded Securities (as defined in the Note), (ii) the Subordinated Notes shall be deemed to be Permitted Indebtedness (as defined in the Note), and (iii) the security interest securing the Subordinated Notes shall be deemed to be a Permitted Lien (as defined in the Notes).

3. Representations and Warranties.

(a)Company Bring Down; No Event of Default. Except as set forth on Schedule 3(a) attached hereto, the Company hereby makes the representations and warranties to the Holder as set forth in Section 3 of the Initial Securities Purchase Agreement (as amended hereby) as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Amendment, mutatis mutandis. The Company represents and

warrants to the Investor that after giving effect to the terms of this Agreement no Event of Default (as defined in the Note) shall have occurred and be continuing as of the date hereof.

(b)Holder Bring Down; Ownership Representation. The Holder hereby makes the representations and warranties as to itself only as set forth in Section 2 of the Initial Securities Purchase Agreement (as amended hereby) as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Agreement, mutatis mutandis. The Holder owns the Note free and clear of any liens (other than the obligations pursuant to this Agreement, the Transaction Documents and applicable securities laws).

4. Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York City Time, on or prior to the first business day after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act and attaching the Cancellation Documents, to the extent they are required to be filed under the 1934 Act, that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder's shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. Neither the Company, its Subsidiaries nor the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of the Holder, to make a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Holder (which may be granted or withheld in the Holder’s sole discretion), except as required by applicable law, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Holder in any filing, announcement, release or otherwise.

5. No Integration. None of the Company, its Subsidiaries, any of their affiliates, or any Person acting on their behalf shall, directly or indirectly, make any offers or sales of any security (as defined in the Securities Act) or solicit any offers to buy any security or take any other actions, under circumstances that would require registration of any of the Default Shares under the Securities Act or cause this offering of the Default Shares to be integrated with such offering or any prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market and/or any exchange or automated quotation system on which any of the securities of the Company are listed or designated.

6. Listing. The Company shall promptly secure the listing or designation for quotation (as applicable) of all of the Default Shares upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated for quotation (as applicable) (subject to official notice of issuance) and shall maintain such listing of all the Default Shares from time to time issuable under the terms of the Cancellation Documents. The Company shall maintain the Common Stock’s authorization for quotation on the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 6.

7. Fees. The Company shall promptly reimburse Kelley Drye & Warren, LLP (counsel to the lead investor), on demand, for all reasonable, documented costs and expenses incurred by it in connection with preparing and delivering this Agreement (including, without limitation, all reasonable, documented legal fees and disbursements in connection therewith, and due diligence in connection with the transactions contemplated thereby).

8. Holding Period. For the purposes of Rule 144, the Company acknowledges that the holding period of the Default Shares may be tacked onto the holding period of the Note, and the Company agrees not to take a position contrary to this Section 8. The Company acknowledges and agrees that (assuming the Holder is not an affiliate of the Company) (i) upon issuance in accordance with the terms hereof, the Default Shares are, as of the date hereof, eligible to be resold pursuant to Rule 144, (ii) the Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the Default Shares becoming ineligible to be resold by the Holder pursuant to Rule 144 and (ii) in connection with any resale of Default Shares pursuant to Rule 144, the Holder shall solely be required to provide reasonable assurances that such Default Shares are eligible for resale, assignment or transfer under Rule 144, which shall not include an opinion of Holder’s counsel. The Company shall be responsible for any transfer agent fees or DTC fees or legal fees of the Company’s counsel with respect to the removal of legends, if any, or issuance of Default Shares in accordance herewith.

9. Blue Sky. The Company shall make all filings and reports relating to the transactions contemplated hereby required under applicable securities or “Blue Sky” laws of the states of the United States following the date hereof, if any.

10. Miscellaneous Provisions. Section 9 of the Securities Purchase Agreements (as amended hereby) is hereby incorporated by reference herein, mutatis mutandis.

11. Termination. Notwithstanding anything contained in this Agreement to the contrary, if the Effective Date has not occurred and the Company does not deliver the Initial Closing Purchase Price to the Holder in accordance with Section 1 hereof, then, at the election of the Holder delivered in writing to the Company at any time after the fifth (5th) business day immediately following the date of this Agreement, this Agreement shall be terminated and be null and void ab initio, the Cancellations shall not occur and the Note shall remain outstanding as if this Agreement never existed.

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IN WITNESS WHEREOF, Holders and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.



	COMPANY: ASCENT SOLAR TECHNOLOGIES, INC. By:/s/ Victor Lee Name: Victor Lee Title: Chief Executive Officer

IN WITNESS WHEREOF, Holders and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.



	HOLDER: HUDSON BAY MASTER FUND LTD By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory Aggregate principal amount of Initial Closing Note: $14,856,365.21 Aggregate principal amount of Second Closing Note: $2,402,219.65 Aggregate principal amount of Third Closing Note: $3,939,646.21 Aggregate Initial Closing Purchase Price: $18,796,011.42 Aggregate Second Closing Purchase Price: $2,402,219.65 Aggregate Third Closing Purchase Price: $3,939,646.21

Exhibit 10.2

ASCENT SOLAR TECHNOLOGIES, INC.

______________________________________________________

NOTE PURCHASE AGREEMENT

______________________________________________________

ASCENT SOLAR TECHNOLOGIES, INC.

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 4th day of September, 2015 (the “Effective Date”) by and among ASCENT SOLAR TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto as Exhibit A (individually a “Purchaser,” and collectively, the “Purchasers”).

RECITAL:

To provide the Company with additional resources to conduct its business, the Purchasers are willing to loan to the Company an aggregate amount of $2,000,000 dollars, subject to the conditions specified herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and Purchasers, intending to be legally bound, hereby agree as follows:


1.	AMOUNT AND TERMS OF THE LOAN(S); ISSUANCE OF WARRANTS

1.1 The Loan(s). Subject to the terms of this Agreement, each Purchaser agrees, severally and not jointly, to lend to the Company at the Closing (as hereinafter defined) the amount set forth opposite each such Purchaser’s name on the Schedule of Purchasers attached as Exhibit A hereto (each, a “Loan Amount” and collectively the “Total Loan Amount”) against the issuance and delivery by the Company of a convertible promissory note or notes for such amount(s), in substantially the form attached hereto as Exhibit B (each, a “Note,” and collectively, the “Notes”). The Company agrees to grant the Purchasers a security interest in certain of the Company’s assets to secure the Company’s performance under the Notes.

1.2 Conversion. The principal and all accrued and unpaid interest under each Note may, solely at the election of each Purchaser, be converted into shares of the Company’s Common Stock as provided in the applicable Note.


2.	THE CLOSING

2.1 Closing Date(s). The closing of the initial sale and purchase of the Notes (the “Initial Closing”, and collectively with any Subsequent Closing (as defined below), the “Closing”) shall be held as of the date hereof (the “Initial Closing Date”).

2.2 Delivery. At the Closing (i) each Purchaser shall deliver to the Company a check or wire transfer funds in the amount of its Loan Amount; and (ii) the Company shall issue and deliver to Purchaser a Note in favor of Purchaser payable in the principal amount of Purchaser’s Loan Amount.

2.3 Subsequent Sales of Notes. The Company shall have the right until September 30, 2015 to issue and sell up to the remaining balance of the Total Loan Amount of the Notes not sold at the Initial Closing to such persons as the Company may determine, in its sole discretion, on the same terms and conditions as set forth in this Agreement. Each such issuance and sale shall be effected, if at all, by the execution and delivery by the new purchaser of this Agreement, which will have the effect of amending this Agreement to add such purchaser as an additional “Purchaser,” having the rights and obligations described hereunder. The Initial Closing and the other subsequent closings in accordance with this Section 2.3 (a “Subsequent Closing”) are referred to herein as a “Closing.” The Initial Closing Date and the date of any Subsequent Closing are referred to herein as a “Closing Date.” All persons acquiring Notes subsequent to the Initial Closing (if they are not already parties hereto) shall become parties to this Agreement by executing and delivering this Agreement. Notwithstanding anything to the contrary contained herein, the Company shall be under no obligation to effect any Subsequent.


3.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

As of the Initial Closing and each Subsequent Closing, except as set forth on any Schedule of Exceptions attached hereto, the Company hereby represents and warrants to each Purchaser as follows:

3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own, lease and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

3.2 Corporate Power. The Company has and will have at the Initial Closing and each Subsequent Closing all requisite corporate power to execute and deliver this Agreement, the Notes and the Security Agreement relating thereto (collectively, the “Transaction Agreements”), and to carry out and perform its obligations under the terms of this Agreement and under the terms of the other Transaction Agreements.

3.3 Authorization. All corporate action on the part of the Company, its directors and its shareholders necessary for the authorization, execution, delivery by the Company of the Transactions Agreements and the performance of the Company’s obligations hereunder and

thereunder, including the issuance and delivery of the Notes and the reservation of the capital stock issuable upon conversion of the Notes. This Agreement and the other Transaction Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, (a) subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors; (b) with respect to rights to indemnity, subject to federal and state securities laws, and (c) subject to general principles of equity that restrict the availability of equitable remedies. The capital stock of the Company issuable upon conversion of the Notes (such capital stock, collectively with the Notes, the “Securities”), when issued in compliance with the provisions of this Agreement and the Notes, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.

3.4 Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Securities, or the consummation of any other transaction contemplated hereby, shall have been obtained and will be effective at the Closing.

3.5 Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.

3.6 Disclosure. The Company has provided Purchaser with all the information regarding the Company reasonably available to it that Purchaser has requested for deciding whether to purchase the Securities.


4.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As of the Closing, each Purchaser hereby represents and warrants to the Company, severally and not jointly , as follows:

4.1 Purchase for Own Account. Purchaser represents that it is acquiring the Securities solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

4.2 Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in Section 3, Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Securities, (ii) represents

that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.

4.3 Ability to Bear Economic Risk. Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

4.4 Further Limitations on Disposition. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until:

(a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(b) The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel (which may be counsel to the Company), reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws, provided that no such opinion shall be required for dispositions in compliance with Rule 144, except in extraordinary circumstances.

(c) Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for any transfer by Purchaser to the partners, members, retired partners, retired members, stockholders, and affiliates of Purchaser or the estates and immediate family members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing persons, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Purchaser hereunder.

4.5 Accredited Investor Status. Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Act.


5.	CONDITIONS TO CLOSING OF THE PURCHASER

Purchaser’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing, of all of the following conditions, any of which may be waived in whole or in part by the Purchaser:

5.1 Representations and Warranties. The representations and warranties made by the Company in Section 3 hereof shall have been true and correct when made, and shall be true and correct on the Closing.

5.2 Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes and the Warrant.

5.3 Legal Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the Purchaser, of the Notes shall be legally permitted by all laws and regulations to which the Purchaser or the Company are subject.

5.4 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchaser.

5.5 Transaction Documents. The Company shall have duly executed and delivered to the Purchaser the following documents:

(a) This Agreement;

(b) Each Note issued hereunder; and


6.	CONDITIONS TO OBLIGATIONS OF THE COMPANY

The Company’s obligation to issue and sell the Notes at the Closing is subject to the fulfillment, on or prior to the date of the Closing, of the following conditions, any of which may be waived in whole or in part by the Company:

6.1 Representations and Warranties. The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct when made, and shall be true and correct on the Closing.

6.2 Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

6.3 Legal Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the Purchaser, of the Notes shall be legally permitted by all laws and regulations to which the Purchaser or the Company are subject.

6.4 Purchase Price. Purchaser shall have delivered to the Company the Loan Amount in respect of the Note being purchased by Purchaser referenced in Section 1 hereof.


7.	MISCELLANEOUS

7.1 Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.2 Registration, Transfer and Replacement of the Notes. The Notes issuable under this Agreement shall be registered notes. The Company will keep, at its principal executive office, books for the registration and registration of transfer of the Notes. Prior to presentation of any Note for registration of transfer, the Company shall treat the person in whose name such Note is registered as the owner and holder of such Note for all purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary. The holder of any Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company’s chief executive office, and promptly thereafter and at the Company’s expense, except as provided below, receive in exchange therefor one or more new Note(s), each in the principal amount requested by such holder, dated the date of the Note so surrendered and registered in the name of such person or persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of the Note so surrendered. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date of such Note.

7.3 Successors and Assigns. The rights and obligations of the Company and the Purchaser shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

7.4 Assignment by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Purchaser.

7.5 Separability of Agreements; Severability of this Agreement. The Company’s agreement with each of the Purchasers is a separate agreement and the sale and issuance of the Note(s) to each of the Purchasers is a separate transaction. Unless otherwise expressly provided herein, the rights of each Purchaser hereunder are several rights, not rights jointly held with any of the other Purchasers. Any invalidity, illegality or limitation on the enforceability of this Agreement or any part hereof by any Purchaser, whether arising by reason of the law of the respective Purchaser’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to the other Purchasers. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.6 Governing Law. This Agreement 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.

7.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.8 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.9 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex, electronic mail or facsimile if sent during normal business hours of the recipient to the address on file in the books and records of the Company, and if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, within the United States, (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, within the United States, or (e) upon actual delivery if mailed or otherwise delivered in hard copy outside the Unites States. All communications shall be sent to the Company at 12300 Grant Street, Thornton, CO 80241, and to Purchaser at the address(es) set forth on the signature page hereto or at such other address(es) as the Company or Purchaser may designate by ten (10) days advance written notice to the other parties hereto.

7.10 Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Purchasers then-holding at least a majority in interest of the outstanding Total Loan Amount (the “Majority Holders”). Any provision of the Notes may be amended or waived by the written consent of the Majority Holders; provided, however, that no amendment or waiver shall materially and adversely affect the rights of any Purchaser or group of Purchasers in a manner different from all Purchasers without the written consent of the Purchaser or group of Purchasers so materially and adversely affected.

7.11 Fees and Expenses. The Company and each Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated herein.

7.12 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to each Purchaser, upon any breach or default of the Company under this Agreement or any Note shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character by a Purchaser of any breach or default under this Agreement, or any waiver by any Purchaser of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchasers, shall be cumulative and not alternative

7.13 Entire Agreement. This Agreement together with the other Transaction Agreements constitute and contain the entire agreement among the Company and Purchasers and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this NOTE PURCHASE AGREEMENT as of the date first written above.



COMPANY: ASCENT SOLAR TECHNOLOGIES, INC. By: /s/ Victor Lee Name: Victor Lee Title: Chief Executive Officer	PURCHASER: GLOBAL ICHIBAN LIMITED By: /s/ Ashley Ong Name: Ashley Ong Title: Authorized Signatory



	PURCHASER: SENG WEI SEOW By: /s/ Seng Wei Seow Name: Seng Wei Seow

SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT

SCHEDULES AND EXHIBITS

Exhibit A: Schedule of Purchasers

Exhibit B: Form of Secured Convertible Promissory Note Form of Warrant

Exhibit A

Schedule of Purchasers



NAME AND ADDRESS OF PURCHASER:	NOTE AMOUNT:	Closing Date:
Global Ichiban Limited	$1,000,000	September 4, 2015
Seng Wei Seow	$500,000	September 4, 2015

Exhibit B

Form of Secured Convertible Promissory Note

Exhibit 10.3

SECURITY AGREEMENT

This Security Agreement (the “Agreement”) is hereby entered into by and among Ascent Solar Technologies, Inc., a Delaware corporation (“Debtor”) and each of the persons identified on the signature pages hereto as a “Secured Party” (each, a “Secured Party” and collectively, the “Secured Parties”), as of the 4th day of September, 2015.

RECITALS:

A. This Agreement is entered into in connection with that certain Note Purchase Agreement dated as of even date herewith by and among Debtor and certain of the Secured Parties (the “Purchase Agreement”), pursuant to which Debtor is issuing secured convertible promissory notes (the “Notes”). This Agreement, the Purchase Agreement, the Notes, and all other documents necessary to effect the transactions contemplated thereby are collectively referred to as the “Transaction Agreements”.

B. In order to induce the Secured Parties to extend the credit evidenced by the Notes, Debtor has agreed to enter into this Agreement and to grant the Secured Parties a security interest in certain of Debtor’s assets to secure the performance and timely payment of the Notes and its other obligations arising under the Transaction Agreements.

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Grant of Security Interest. As security for the Obligations (as defined below), Debtor hereby grants to the Secured Parties, a security interest in Debtor’s right, title and interest in and to the following property of Debtor wherever located and whether now existing or hereafter arising or coming into existence (collectively, the “Collateral”):

Except for the “Excluded Assets” as hereinafter defined, all assets of Debtor, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds, products, accessions, additions, substitutions, rents, profits and replacements thereof, including, without limitation, all Inventory, Equipment, fixtures, Goods, Accounts, account receivables, contract rights, Commercial Tort Claims, Chattel Paper (tangible and electronic), Deposit Accounts, Documents, General Intangibles, payment intangibles, software, Instruments, Investment Property, intellectual property, Letter-of-Credit Rights and letters-of-credit. “Excluded Assets” shall mean all real estate and related property (including all fixtures and appetences thereto) owned by Debtor, including Debtor’s property located at 12300 North Grant Street, Thornton, CO 80241.

All capitalized terms used in this Section 1 and not otherwise defined, shall have the meanings given to such terms in the Uniform Commercial Code of the State of Colorado as in effect from time to time. The term “Obligations” means all loans, advances, debts, liabilities and obligations, howsoever arising, owed by Debtor to Collateral Agent (as defined below), if any, and the Secured Parties of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of the Notes and the other Transaction Agreements (other than the Warrants), including, all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by Debtor hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

2. Liabilities Secured. The security interests granted herein shall be security for the performance of and timely payment of the Obligations.

3. Debtor’s Representations and Warranties. Debtor represents and warrants to the Secured Parties that:

(a) Ownership. Debtor is the owner of the Collateral (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other person or entity has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other than Permitted Liens.

(b) Perfection. Upon the filing of a UCC-1 financing statement in the appropriate filing office, the Secured Parties will have a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing. Such security interest shall be subject to any prior security interests securing any Permitted Liens.

4. Debtor’s Covenants. Until such time as the Obligations described herein are satisfied in full and this Agreement has been irrevocably terminated, and unless the Secured Parties holding a majority in interest of the outstanding principal amount of the Notes (“Majority of Secured Parties”) otherwise consent in writing, Debtor hereby agrees that:

(a) Security. Debtor shall perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the lien granted to the Secured Parties therein and the perfection and priority of such lien including: (i) to procure, execute and deliver from time to time any endorsements, assignments, financing statements, account control agreements, consents, landlord waivers and other writings reasonably deemed necessary or appropriate by the Collateral Agent (or the Majority of Secured Parties if no Collateral Agent exists) to perfect, maintain and protect its lien hereunder and the priority thereof; (ii) to appear in and defend any action or proceeding which may affect its title to or the Secured Parties’ interest in the Collateral; (iii) to permit Collateral Agent and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating

records, and make abstracts therefrom, and to discuss Debtor’s affairs, finances and accounts with its directors, officers and independent public accountants; and (iv) to promptly notify Collateral Agent (or the Secured Parties if no Collateral Agent exists) in writing if Debtor acquires a Commercial Tort Claim, and to provide a summary description of such claim, and grant to Collateral Agent (or the Secured Parties if no Collateral Agent exists) in writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent (or the Majority of Secured Parties if no Collateral Agent exists).

(b) Sale of Collateral. Debtor shall not assign, sell, convey, lease, transfer, or dispose of the Collateral (other than the sale of inventory and the non-exclusive licensing of intellectual property in the ordinary course of business) to any third party without the prior written consent of the Majority of Secured Parties.

(c) Insurance. Debtor will at its own expense at all times keep the Collateral insured against loss by damage, fire, theft and other extended coverage hazards.

(d) Liens. Debtor will at all times keep the Collateral free from any adverse claims, liens, security interests, or encumbrances (other than Permitted Liens), and in good order and repair and will not waste, destroy or do anything that may impair or destroy the value of all or any part of the Collateral. The term “Permitted Liens” means (i) liens for taxes not yet delinquent or liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (ii) liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings; (iii) liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, and other liens to secure the performance of tenders, statutory obligations, contract bids, government contracts, performance and return of money bonds and other similar obligations, incurred in the ordinary course of business, whether pursuant to statutory requirements, common law or consensual arrangements; (iv) liens in favor of the Secured Parties; and (v) any security interests or liens securing Debtor’s outstanding Senior Secured Convertible Notes dated November 2015 in the aggregate initial outstanding amount of $32 million.

(e) Taxes. Debtor will pay promptly when due all taxes, assessments and other charges upon the Collateral.

(f) Maintenance. Debtor will provide for all maintenance, repairs and replacements to the Collateral in accordance with standard maintenance and repair procedures and upon request will promptly make available copies of all repairs, maintenance and test reports to the Collateral Agent (or the Secured Parties if no Collateral Agent exists).

(g) Location of Collateral. Debtor shall not without prior written consent of the Majority of Secured Parties, (i) change Debtor's legal name or legal structure, (ii) change Debtor’s state of incorporation.

(h) Intellectual Property.

(i) Debtor will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the United States Patent and Trademark Office or the United States Copyright Office, that may be necessary or desirable to record, maintain, preserve, protect and perfect the Secured Parties 's security interest in such intellectual property.

(ii) Debtor will promptly (and in any event within 5 days) notify Collateral Agent (or the Secured Parties if no Collateral Agent exists) upon the filing, either by Debtor or through any agent, employee, licensee or designee, of (1) an application for the registration, or the registration, of any patent or trademark, with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, (2) any assignment of any patent or trademark application or registration, which Debtor may acquire from a third party, with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (3) any assignment of any registered copyright or mask work, which Debtor may acquire from a third party, with the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof. Upon the request of the Majority of Secured Parties, Debtor shall execute and deliver any and all agreements, instruments, documents and papers as the Majority of Secured Parties may request to evidence the Secured Parties 's security interest in such patent, trademark (and the goodwill and general intangibles of Debtor relating thereto or represented thereby), copyright or mask work.

(iii) While any Obligations remain outstanding, Debtor shall not register or cause to be registered with the United States Copyright Office any copyright registrations with respect to any proprietary software of Debtor or any other property that is subject to registration with the United States Copyright Office.

(iv) Debtor will take all necessary steps in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each material application and registration of the patents, trademarks, copyrights and mask works, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.

5. Financing Statement. Debtor authorizes the Secured Parties to file, in jurisdictions where this authorization will be given effect, a UCC-1 Financing Statement describing the Collateral in the same manner as it is described herein (or as all property and assets of Debtor) in order to perfect and maintain the Secured Parties’ security interest in the Collateral; and, from time to time at the request of the Majority of Secured Parties, Debtor shall execute one or more Financing Statements and such other documents (and pay the cost of filing or recording the same) in all public offices deemed necessary or desirable by the Majority of Secured Parties to establish and maintain a valid security interest in the Collateral (free of all other liens and claims whatsoever, except for Permitted Liens) to secure the payment of the Obligations. The Secured Parties agree that they will not file any Financing Statements relating to Debtor until after the security interests or liens securing

Debtor’s outstanding Senior Secured Convertible Notes dated November 2015 in the aggregate initial outstanding amount of $32 million have been released.

6. Collateral Agent’s Rights.

(a) If a Majority of Secured Parties reasonably determines that the value of the Collateral has diminished to such an extent as to be unsatisfactory in character or quality, the Collateral Agent may demand Debtor provide additional collateral, or the Collateral Agent may exercise its rights in the event of default described herein. At its option, the Collateral Agent may discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral, may pay for insurance on the Collateral, and may pay for the maintenance and preservation of the Collateral.

(b) Debtor agrees to irrevocably appoint the Collateral Agent (when appointed by the Majority of Secured Parties) as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, deposit, or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Debtor relating to the Collateral; and (f) execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (c) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. Debtor agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys' fees, Collateral Agent may incur while acting as Debtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

7. Events of Default. Debtor shall be in default under this Agreement upon the occurrence of an Event of Default (as such term is defined in the Notes).

8. Secured Parties’ Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Parties may, at their option, by the action of the Majority of Secured Parties, declare any and all liabilities secured hereby immediately due and payable without demand or notice of any kind and the same thereupon shall immediately become and be due and payable without demand or notice, in which event (subject to the further provisions

of this Agreement) the Collateral Agent, on behalf of the Secured Parties, shall have and may exercise from time to time any and all rights and remedies of a secured party under the Uniform Commercial Code of the State of Colorado, as amended from time to time, and any and all rights and remedies available to it under any other applicable law. Notwithstanding anything herein to the contrary, the Secured Parties hereby grant the shareholders of the Debtor a right of first refusal to purchase any property of the Debtor that the Secured Parties intend to dispose of. The terms of such right of first refusal will be no less favorable to the Secured Parties than an arms length transaction. Any proceeds of any disposition of all or any part of the Collateral may be applied by the Collateral Agent toward payment of such of the Obligations, and in such order of application, as the Collateral Agent may from time to time elect.

9. Collateral Agent.

(a) Appointment. The Secured Parties, by the written consent of the Majority of Secured Parties, may appoint a collateral agent for the Secured Parties under this Agreement (in such capacity, the “Collateral Agent”) to serve until the termination of this Agreement.

(b) Powers and Duties of Collateral Agent, Indemnity by Secured Parties.

(i) Each Secured Party hereby irrevocably authorizes Collateral Agent, once appointed, to take such action and to exercise such powers hereunder as provided herein or as requested in writing by a Majority of Secured Parties in accordance with the terms hereof, together with such powers as are reasonably incidental thereto. Notwithstanding anything herein to the contrary, in the event Collateral Agent does not hold a majority in interest of the outstanding principal amount of the Notes, any action taken by Collateral Agent hereunder must be first approved in writing by a Majority of Secured Parties. Collateral Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to request and act in reliance upon the advice of counsel concerning all matters pertaining to its duties hereunder and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance therewith.

(ii) Neither Collateral Agent nor any of its directors, officers or employees shall be liable or responsible to any Secured Party or to Debtor for any action taken or omitted to be taken by Collateral Agent or any other such person hereunder or under any related agreement, instrument or document, except in the case of gross negligence or willful misconduct on the part of Collateral Agent, nor shall Collateral Agent or any of its directors, officers or employees be liable or responsible for (i) the validity, effectiveness, sufficiency, enforceability or enforcement of the Notes, this Agreement or any instrument or document delivered hereunder or relating hereto; (ii) the title of Debtor to any of the Collateral or the freedom of any of the Collateral from any prior or other liens or security interests; (iii) the determination, verification or enforcement of Debtor’s compliance with any of the terms and conditions of this Agreement; (iv) the failure by Debtor to deliver any instrument or document required to be delivered pursuant to the terms hereof; or (v) the receipt, disbursement, waiver, extension or other handling of payments or proceeds made or received with respect to the Collateral, the servicing of the Collateral or the enforcement or the collection of any amounts owing with respect to the Collateral.

(iii) In the case of this Agreement and the transactions contemplated hereby and any related document relating to any of the Collateral, each of the Secured Parties agrees to pay to Collateral Agent, once appointed, on demand, its pro rata share of all fees and all expenses incurred in connection with the operation and enforcement of this Agreement, the Notes or any related agreement to the extent that such fees or expenses have not been paid by Debtor. In the case of this Agreement and each instrument and document relating to any of the Collateral, each of the Secured Parties hereby agrees to hold Collateral Agent harmless, and to indemnify Collateral Agent from and against any and all loss, damage, expense or liability which may be incurred by Collateral Agent in connection with its exercise of its duties as the collateral agent under this Agreement and the transactions contemplated hereby and any related agreement or other instrument or document, as the case may be, unless such liability shall be caused by the willful misconduct or gross negligence of the Collateral Agent.

10. Termination. Upon payment in full of all Obligations, the Collateral Agent, on behalf of the Secured Parties, shall release the lien granted hereby upon the Collateral.

11. Additional Secured Parties. If the Debtor shall issue additional Note(s) pursuant to the Purchase Agreement, any holder of such Note(s) shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed a “Secured Party” and a party hereunder.

12. Priority. The Secured Parties agree and acknowledge that the security interests granted hereunder shall be pari passu with respect to all the Notes.

13. Miscellaneous. No waiver by a Secured Party of any default shall operate as a waiver of any other default or of the same default on a future occasion. No delay or omission on the part of a Secured Party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise by a Secured Party of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Time is of the essence of this Agreement. The provisions of this Agreement are cumulative and the Secured Parties shall have all the benefits, rights and remedies of and under the Notes. The singular pronoun, when used herein, shall include the plural and the neuter shall include the masculine and feminine. All rights of each Secured Party hereunder shall inure to the benefit of its heirs, legal representatives, successors and permitted assigns; and all liabilities of Debtor shall bind the heirs, legal representatives, successors and assigns of Debtor. The Transaction Agreements constitute the full and complete agreement of the Debtor and the Secured Parties with regard to the transactions set forth herein, and supersede or replace any other previous or contemporaneous oral or written agreements. This Agreement may not be amended except by a writing signed by the Debtor and a Majority of Secured Parties. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.

14. Collection Costs. If Collateral Agent hires an attorney to assist in collecting any amount due or in enforcing any right or remedy under this Agreement or the Notes, Debtor agrees to pay such Secured Party such attorneys’ fees and collection costs.

15. Colorado Law. This Agreement has been delivered in the State of Colorado and shall be construed in accordance with the laws of Colorado without regard to the choice of law rules therein.

(Signature Page Follows)

IN WITNESS WHEREOF, this Security Agreement has been duly executed as of the date first written above.

DEBTOR:

ASCENT SOLAR TECHNOLOGIES, INC.

By: /s/ Victor Lee

Name: Victor Lee

Title: Chief Executive Officer

SECURED PARTIES:

GLOBAL ICHIBAN LIMITED

By: /s/ Ashley Ong

Name: Ashley Ong

Title: Authorized Signatory

SENG WEI SEOW

By: /s/ Seng Wei Seow

Name: Seng Wei Seow

SIGNATURE PAGE TO SECURITY AGREEMENT

Exhibit 10.4

THIS SECURED CONVERTIBLE 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.

SECURED CONVERTIBLE PROMISSORY NOTE

$1,000,000.00

September 4, 2015

Thornton, Colorado

For value received, Ascent Solar Technologies, Inc., a Delaware corporation (“Payor”), promises to pay to Global Ichiban Limited or its assigns (“Holder”) the principal sum of One-Million Dollars ($1,000,000.00) with interest on the outstanding principal amount at the rate of eight percent (8%) per annum. Interest shall commence with the date hereof, shall accrue and compound quarterly and shall continue to accrue on the outstanding principal until paid in full or converted. 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 September 4, 2016 (the “Maturity Date”), unless converted in accordance with the terms of Section 4 below provided that the Maturity Date of all Notes (as defined below) may be extended with the written consent of Holders of at least a majority in interest of the outstanding principal amount of all Notes, provided further that the Payor shall provide written notice of any such extension to all Holders (as defined below).

1.This Note is issued as part of a series of substantially similar notes (collectively, the “Notes”) to be issued pursuant to the terms of that certain Note Purchase Agreement dated as of the date hereof (the “Agreement”) to the persons listed on the Schedule of Purchasers thereof (collectively, the “Holders”). Terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

2. THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY THE SECURITY AGREEMENT, DATED AS OF SEPTEMBER 4, 2015 AND EXECUTED BY THE PAYOR IN FAVOR OF HOLDERS (SUCH AGREEMENT, AS AMENDED, MODIFIED OR SUPPLEMENTED, THE “SECURITY AGREEMENT”). ADDITIONAL RIGHTS OF HOLDER ARE SET FORTH IN THE SECURITY AGREEMENT.

3. 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.

4. The Holder shall have the option, but not the obligation, to convert the outstanding principal and accrued unpaid interest of this Note into shares of the Payor’s Common Stock at a purchase price per share equal to $0.12 per share (the “Conversion Price”). The Conversion Price shall be ratably adjusted in the event of any stock split, reverse stock split, stock dividend or similar subdivision or combination affecting the Payor’s Common Stock. Any such adjustment shall become effective at the close of business on the date the subdivision or combination becomes effective.

5. Upon any conversion pursuant to Section 4 above, the Holder shall deliver the Note to Payor, and Payor shall deliver to the Holder a certificate representing that number of shares into which the Holder has converted the principal and interest at such rate. The principal so converted shall be deemed fully paid, and interest shall not thereafter accrue on such amounts. No fractional shares will be issued in connection with such conversion. In lieu of fractional shares which would otherwise be issuable, Payor shall pay cash equal to the product of such fraction multiplied by the per share price used in the conversion the Note.

6. Unless this Note has been converted in accordance with the terms of Sections 4 and 5 above, 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.

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

8. 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.

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

10. If there shall be any Event of Default hereunder, with the consent of a Majority of Secured Parties (as such term is defined in the Security Agreement), 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 10(e) or 10(f)), 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 shall default in its performance of any agreement, term, covenant or condition under any Transaction Agreement (as such term is defined in the Security Agreement);

(c) Any representation, warranty, or other statement made or furnished by or on behalf of the Payor to Holder in writing in connection with this Note or any of the other Transaction

Agreements, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished;

(d) The Payor shall (i) fail to make any payment when due under the terms of any bond, debenture, note or other evidence of indebtedness for money borrowed to be paid by Payor and such failure shall continue beyond any period of grace provided with respect thereto, or (ii) default in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of indebtedness for borrowed money, and the effect of such failure or default is to cause, or permit the holder or holders thereof to cause, indebtedness in an aggregate amount of $1,000,000 or more to become due prior to its stated date of maturity;

(e) 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;

(f) 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;

(g) A final judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Payor and the same shall remain undischarged for a period of 10 days during which execution shall not be effectively stayed, or any judgment, writ, assessment, warrant of attachment, or execution or similar process shall be issued or levied against the Collateral (as such term is defined in the Security Agreement) and such judgment, writ, or similar process shall not be released, stayed, vacated or otherwise dismissed within ten (10) days after issue or levy;

(h) An uninsured loss, theft, substantial damage, destruction, sale (other than a sale of inventory in the ordinary course of business) or encumbrance (other than Permitted Liens (as such term is defined in the Security Agreement)) to all or substantial part of the Collateral; or

(i) The deterioration, depreciation or destruction of the Collateral, or any part thereof, which causes the Collateral to become unsatisfactory to the Secured Parties (as determined by the Majority of Secured Parties) as to character or value.

11. Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Section 11(e) or 11(f)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to the Payor, declare all outstanding Obligations (as defined below) payable by the Payor hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly

waived, anything contained herein or in the other Transaction Agreements to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Section 11(e) or 11(f), immediately and without notice, all outstanding Obligations payable by the Payor hereunder 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, anything contained herein or in the other Transaction Agreements to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right, power or remedy granted to it by the Transaction Agreements or otherwise permitted to it by law, either by suit in equity or by action at law, or both. The term “Obligations” shall have the meaning ascribed to such term in the Security Agreement.

12. Security Interest.

(a) The security interest granted to the Holder pursuant to the Security Agreement shall be pari passu with the security interests granted to each other holder of the Notes.

(b) Payor agrees that the indebtedness evidenced by this Note is secured by a pledge of certain of the Payor’s assets, as set forth in the Security Agreement. Payor agrees to take such actions and execute such documents as the Holders reasonably request to perfect their security interest in such assets of Payor.

13. All notices required or permitted hereunder shall be given in accordance with the notice provisions contained in the Agreement.

14. 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.

15. 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.

16. Any term of this Note (excluding the principal amount of the Note, the interest rate of the Note or Sections 4, 6, and 9) may be amended or waived with the written consent of Payor and Holders of at least two-thirds (2/3) in interest of the outstanding principal amount of all Notes, as provided in the Agreement. Upon the effectuation of such waiver or amendment in conformance with this Section 16, 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 LIMITED

By: /s/ Ashley Ong

Name: Ashley Ong

Title: Authorized Signatory

SIGNATURE PAGE TO SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.5

SECURED CONVERTIBLE PROMISSORY NOTE

$500,000.00

September 4, 2015

Thornton, Colorado

For value received, Ascent Solar Technologies, Inc., a Delaware corporation (“Payor”), promises to pay to Seng Wei Seow or its assigns (“Holder”) the principal sum of Five Hundred Thousand Dollars ($500,000.00) with interest on the outstanding principal amount at the rate of eight percent (8%) per annum. Interest shall commence with the date hereof, shall accrue and compound quarterly and shall continue to accrue on the outstanding principal until paid in full or converted. 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 September 4, 2016 (the “Maturity Date”), unless converted in accordance with the terms of Section 4 below provided that the Maturity Date of all Notes (as defined below) may be extended with the written consent of Holders of at least a majority in interest of the outstanding principal amount of all Notes, provided further that the Payor shall provide written notice of any such extension to all Holders (as defined below).

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

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

(b) Payor shall default in its performance of any agreement, term, covenant or condition under any Transaction Agreement (as such term is defined in the Security Agreement);

(c) Any representation, warranty, or other statement made or furnished by or on behalf of the Payor to Holder in writing in connection with this Note or any of the other Transaction

Agreements, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished;

12. Security Interest.

(a) The security interest granted to the Holder pursuant to the Security Agreement shall be pari passu with the security interests granted to each other holder of the Notes.

13. All notices required or permitted hereunder shall be given in accordance with the notice provisions contained in the Agreement.

14. 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.

[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:

SENG WEI SEOW

By: /s/ Seng Wei Seow

Name: Seng Wei Seow

SIGNATURE PAGE TO SECURED CONVERTIBLE PROMISSORY NOTE

Ascent Solar to Fully Redeem Outstanding Senior Secured Convertible Notes and Undertakes New Fixed-Rate Convertible Debt with New Investors

THORNTON, Colo.--(Marketwired - Sept 8, 2015)-- Ascent Solar Technologies, Inc. ("Ascent") (NASDAQ: ASTI), a manufacturer of state-of-the-art, flexible thin-film photovoltaic modules, integrated into off-grid applications and the Company’s EnerPlex™ series of consumer products, announced today an agreement to redeem the entire outstanding principal amount of its senior secured convertible notes of $21.2M from the note holder.

As previously announced in our 8-K report of November 18, 2014, Ascent had raised a total of $35 million from the note holder. At closing, the Company received gross proceeds of approximately $4.5M and the remaining $30.5 million of gross proceeds from the financing were deposited into a restricted control account. The proceeds in the control account have been released to the Company in increments for working capital needs. The Company has made payments to the note holder in the form of Common Stock issued at a discount to the then prevailing stock price. The note holder has also used its option to convert the notes into Common Stock at a discount to the then prevailing stock price. As of September 1, 2015, approximately $18.8M remained in the restricted control account and approximately $21.2M of the notes remained outstanding.

On September 4, 2015, the Company and the note holder reached agreement to cancel the entire outstanding senior secured convertible note of $21.2M in return for (i) a return of the balance of $18.8M withheld in the restricted control account, (ii) cash repayment of $2.4M in late October 2015 and (iii) cash repayment of $3.9M in early December 2015. As previously announced, the Company and the note holder had also previously reached an agreement in July to cancel all outstanding warrants held by the note holder in exchange for issuance of a Right to receive a fixed number of 8.3 million shares of Common Stock. As of September 1, 2015, 6.8 million of such Right Shares had not yet been issued to the note holder. Such shares cannot be issued to the Investor until late November 2015 and, when issued, the Investor will be limited to a selling approximately 1.1 million of such shares during any 30-day period.

On September 4, 2015, the Company entered into a Secured Convertible Promissory Note Agreement (the “Promissory Note”) with 2 investors (“New Investors”) for $1.5 million. The Promissory Notes mature in September 2016 and carry a coupon rate of 8% per annum. The New Investors have the option to convert the Promissory Notes into unregistered Common Stock of the Company at the fixed conversion price of $0.12 per share.

"We believe that the Company’s long term growth value has not been fully appreciated in the market and that the Company’s stock price has been depressed due to significant sales of stock into the market” said Victor Lee, President and CEO of Ascent. "We felt the need to clean up our capital structure and are happy to have reached an agreement with the note holder to do that. Going forward, the Company will seek to raise capital with new investors who truly appreciate the long term potential of Ascent Solar."

About Ascent Solar Technologies:

Ascent Solar Technologies, Inc. is a developer of thin-film photovoltaic modules using flexible substrate materials that can transform the way solar power generation integrates into everyday life. Ascent Solar modules, which were named one of TIME Magazine's 50 best inventions for 2011, can be directly incorporated into standard building materials, commercial transportation, automotive solutions, space applications, consumer electronics for portable power and durable off-grid solutions. More information can be found at http://www.ascentsolar.com.

Forward-Looking Statements:

Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the Company's actual operating results to be materially different from any historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as "believes," "belief," "expects," "expect," "intends," "intend," "anticipate," "anticipates," "plans," "plan," to be

uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's filings with the Securities and Exchange Commission.

Ascent Solar Technologies
Investor Relations Contact:

PCG Advisory Group
Media Relations
Sean Leous
sleous@pcgadvisory.com
+1 646 863-8998

Investor Relations
Adam Holdsworth
adamh@pcgadvisory.com
+1-646-862-4607

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