Exhibit

The undersigned holder hereby agrees to exchange each of its existing and currently outstanding Promissory Notes (aggregate principal amount and accrued interest equal to $3,504,197.45 as of September 13, 2017) issued by Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”) (the “Existing Notes”) in exchange for one newly issued Promissory Note of the Company (the “New Note”) having a principal amount of $3,504,197.45. The New Note shall have a maturity date of September 13, 2020, and shall have such other terms and conditions as are mutually agreed to by the holder and the Company.