REGISTRATION RIGHTS AGREEMENT between FIRST SOLAR HOLDINGS, INC. and GOLDMAN, SACHS & CO. Dated as of February 22, 2006Registration Rights Agreement • September 18th, 2006 • First Solar, Inc. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of February 22, 2006, between First Solar Holdings, Inc., a Delaware corporation (the “Company”) and Goldman, Sachs & Co., a New York corporation, or one or more of its Affiliates (together with its successors and permitted assigns, “GS”). All capitalized terms used and not defined in this Agreement shall have the meanings assigned to such terms in the Purchase Agreement (as defined below).
Jim Nolan 422 Carrera Drive Lady Lake, FL 32159 Dear Jim:First Solar, Inc. • September 18th, 2006 • Semiconductors & related devices
This letter memorializes the consulting relationship between you and First Solar, LLC. You have agreed to consult with First Solar on a month-to-month basis beginning in November. There are no set times or hour requirements for your consulting services; those will be up to you to decide as you become more familiar with the Toledo operation. First solar will pay you a consulting fee of $7,500 per month plus travel and other expenses, on the assumption that you will be spending about 1/4 time consulting for First Solar. If the actual demands on your time vary materially from this assumption, we will readjust the compensation on an equitable basis.
Loan Agreement between The Director of Development of The State of Ohio and First Solar, LLC Dated as of December 1, 2003 (Chapter 166, Ohio Revised Code, Loan Program)Loan Agreement • September 18th, 2006 • First Solar, Inc. • Semiconductors & related devices • Ohio
This Loan Agreement made and entered into as of December 1, 2003, by and between the Director of Development (the “Director”) of the State of Ohio (the “State”), acting on behalf of the State, and First Solar, LLC, a limited liability company organized under the laws of the State of Delaware and qualified to do business in the State of Ohio (the “Company”), under the circumstances summarized in the following recitals (the capitalized terms used in the recitals being used therein as defined in Article I hereof):
Loan Agreement among Director of Development of The State of Ohio, First Solar, LLC, and First Solar Property, LLC Dated as of July 1, 2005 (Chapter 166, Ohio Revised Code, Research and Development Loan Program)Loan Agreement • September 18th, 2006 • First Solar, Inc. • Semiconductors & related devices • Ohio
This Loan Agreement made and entered into as of July 1, 2005, by and among the Director of Development (the “Director”) of the State of Ohio (the “State”), acting on behalf of the State, First Solar, LLC, a limited liability company organized under the laws of the State of Delaware (“First Solar”), and First Solar Property, LLC, a limited liability company organized under the laws of the State of Delaware (“First Solar Property”), under the circumstances summarized in the following recitals (the capitalized terms used in the recitals being used therein as defined in Article I hereof):
Addendum No. 1 to Facility Agreement 27 July 2006First Solar, Inc. • September 18th, 2006 • Semiconductors & related devices
Form of 2003 Unit Option Plan Agreement]First Solar, Inc. • September 18th, 2006 • Semiconductors & related devices • Delaware
Guarantee Agreement Between Mr. Michael J. Ahearn a married man dealing with his sole and separate property (as the “Guarantor”) and IKB Deutsche Industriebank AG, Düsseldorf (as the Agent and a Beneficiary)Guarantee Agreement • September 18th, 2006 • First Solar, Inc. • Semiconductors & related devices • Arizona
First Solar Holdings GmbH, Mainz, Germany, together with First Solar Inc., Phoenix, Arizona, USA and through First Solar Manufacturing GmbH, Frankfurt (Oder), Germany (hereinafter referred to as the “Borrower” or the “Principal Debtor”), intend to construct and operate a production plant in Frankfurt/Oder for the production of solar modules on the basis of cadmium-telluride having a capacity of 100 MWp (hereinafter referred to as the “Project”). First Solar GmbH shall distribute the solar modules.
Facility AgreementFacility Agreement • September 18th, 2006 • First Solar, Inc. • Semiconductors & related devices
First Solar Inc., Phoenix, Arizona intends to construct and operate a production plant in Frankfurt/Oder for the production of solar modules on the basis of cadmium-telluride having a capacity of 100 MWp (hereinafter referred to as the “Project”) through First Solar Manufacturing GmbH, Frankfurt (Oder): The shares in First Solar Manufacturing GmbH, Frankfurt (Oder) are held by First Solar Inc., Phoenix, Arizona through First Solar Holdings GmbH, Mainz.
Cognovit Term NoteFirst Solar, Inc. • September 18th, 2006 • Semiconductors & related devices • Ohio
FOR VALUE RECEIVED, First Solar Property, LLC, a Delaware limited liability company, having an address of 28101 Cedar Park Blvd., Perrysburg, Ohio, 43551 (the “Borrower”), hereby promises to pay to the order of Kingston Properties, LLC, a limited liability company organized under the laws of Wyoming, with an address of PO Box 1860 Bentonville, AR 72712, (the “Lender”) the sum of Eight Million Seven Hundred Thousand Dollars ($8,700,000) plus interest from this date until fully paid.
