Hoku Scientific, Inc.
Exhibit
J
December
22, 2009
Hoku
Scientific, Inc.
0000 Xxx
Xxxxx Xxxx., Xxxxx 000
Honolulu,
Hawaii 96814
Attention:
Chief Executive Officer
Ladies
and Gentlemen:
Reference
is made to the letter agreement (the “Loan Implementation
Agreement”) dated as of the date hereof among Tianwei New Energy Holdings
Co., Ltd., a corporation organized under the laws of the People’s Republic of
China (“Tianwei”), Hoku
Scientific, Inc., a Delaware corporation (the “Company”) and Hoku Materials,
Inc., a Delaware corporation and a wholly-owned subsidiary of the
Company. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in the Loan Implementation
Agreement.
Xxxxxxx
hereby agrees that, in the event all or any portion of the Tranche 1 Loan or the
Tranche 2 Loan shall not have been advanced to the Company within 60 days after
the Closing Date (any such amount not so advanced, the “Unfunded Amount”), as promptly
as practicable, but no later than five Business Days, after such date, Tianwei
shall pay or cause to be paid the Unfunded Amount to the Company.
The
Company hereby agrees that the letter agreement dated as of September 28, 2009
(the “Parent Guarantee”)
between Baoding Tianwei Group Co., Ltd., a corporation organized under the laws
of the People’s Republic of China (“Parent”) and the Company is
terminated and has no further legal effect. For purposes of this
paragraph, Parent shall be an
express third party beneficiary of this letter agreement and Parent
shall be entitled to raise
this letter agreement as a complete bar to any claim, demand or
proceeding of any kind against Parent based upon the Parent Guarantee.
This
letter agreement will become effective upon the execution and delivery
hereof. This letter agreement constitutes the entire agreement
between the parties with respect to the subject matter of hereof.
This
letter agreement shall be governed by and construed in accordance with the law
of the State of New York, without regard to the conflicts of law rules of such
state.
[Remainder of page is intentionally
blank]
Very
truly yours,
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By:
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/s/
Xxxxx Xxxx
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Title:
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Legal
Representative
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Agreed
and accepted:
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HOKU
SCIENTIFIC, INC.
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By:
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/s/
Xxxxxx X. Xxxxxx
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Title:
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President
and CEO
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