{"url_path":"/sec/asti/proxy/2026-04-27/000107997326000543","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1350102/0001079973-26-000543-index.html","accession_number":"0001079973-26-000543","cik":"0001350102","ticker":"ASTI","issuer_name":"Ascent Solar Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1350102/0001079973-26-000543-index.html","primary_entity_key":"0001350102","primary_entity_name":"Ascent Solar Technologies, Inc."},"word_count":34945,"has_tables":true,"body_markdown":"false\n0001350102\nDEF 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STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n**SCHEDULE 14A**\n\n \n\nProxy Statement Pursuant to Section 14(a) of the\nSecurities\n\nExchange Act of 1934\n\n \n\nFiled\nby the Registrant ☒\n\nFiled\nby a Party other than the Registrant ☐\n\nCheck the appropriate box:\n\n \n\n☐\nPreliminary Proxy Statement\n\n \n \n\n☐\n**Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n \n \n\n☒\nDefinitive Proxy Statement\n\n \n \n\n☐\nDefinitive Additional Materials\n\n \n \n\n☐\nSoliciting Material Pursuant to §240.14a-12\n\n \n\n**ASCENT SOLAR TECHNOLOGIES, INC.**\n\n(Name of Registrant as Specified In Its Charter)\n\n \n\n(Name of Person(s) Filing Proxy Statement, if other\nthan the Registrant)\n\n \n\nPayment of Filing Fee (Check the appropriate box):\n\n \n\n☒\nNo fee required.\n\n \n \n\n☐\nFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n \n\n \n1)\nTitle of each class of securities to which transaction applies:\n\n \n \n \n\n \n2)\nAggregate number of securities to which transaction applies:\n\n \n \n \n\n \n3)\nPer unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):\n\n \n \n \n\n \n4)\nProposed maximum aggregate value of transaction:\n\n \n \n \n\n \n5)\nTotal fee paid:\n\n \n\n☐\nFee paid previously with preliminary materials.\n\n \n\n☐\nCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.\n\n \n\n \n1)\nAmount Previously Paid:\n\n \n \n \n\n \n2)\nForm, Schedule or Registration Statement No.:\n\n \n \n \n\n \n3)\nFiling Party:\n\n \n \n \n\n \n4)\nDate Filed:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nApril 27, 2026\n\nDear Stockholder:\n\n \n\nYou are cordially invited to\nattend the 2026 Annual Meeting of Stockholders of Ascent Solar Technologies, Inc. to be held on June 17, 2026 (“Annual Meeting”).\nThe meeting will be held at the corporate office of Ascent Solar Technologies, Inc., 12300 Grant Street, Suite 160 Thornton, CO 80241,\nbeginning at 8:30 a.m. Mountain Time. At this year’s Annual Meeting, our stockholders will be asked (i) to elect two Class A directors\nto our board of directors (the “Director Proposal” or “Proposal No. 1”); (ii) to ratify the selection of Haynie\n& Company as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Proposal”\nor “Proposal No. 2”); (iii) to approve an amendment to our 2023 Equity Incentive Plan to increase the number of shares of\ncommon stock subject to the plan (the “Equity Plan Proposal” or “Proposal No. 3”); (iv) to conduct an advisory\nvote on the compensation of our executive officers (the “Executive Compensation Proposal” or “Proposal No. 4”);\n(v) to approve a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote\nof proxies if it is determined by the Company that more time is necessary or appropriate to approve the other proposals presented at the\nAnnual Meeting (the “Adjournment Proposal” or “Proposal 5”); and (vi) to transact such other business as may properly\ncome before the meeting or any adjournment or postponement of the meeting. Additional information about the Annual Meeting is given in\nthe attached Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.\n\n \n\nWhether or not you plan to\nattend the Annual Meeting, we hope you will vote as soon as possible. Voting your proxy will ensure your representation at the Annual\nMeeting. If you attend the Annual Meeting in person, you may vote your shares in person even though you have previously given your proxy.\n\n \n\nBy Order of the Board of Directors\n\n \n\nVery truly yours,\n\n \n\nAscent Solar Technologies, Inc.\n\n \n\nBy: */s/ Paul Warley*                       \n\nTitle: Director, President and CEO\n\nDated: April 27, 2026\n\n \n\n \n\n \n\n \n\n \n\n  \n\n**ASCENT SOLAR TECHNOLOGIES, INC.**\n\n**12300 Grant Street**\n\n**Thornton, Colorado 80241**\n\n**(720) 872-5000**\n\n**NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS**\n\n**June 17, 2026**\n\n**at 8:30 a.m. Mountain Time**\n\n** **\n\n**TO OUR STOCKHOLDERS:**\n\n \n\nNOTICE IS HEREBY GIVEN that\nthe 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Ascent Solar Technologies, Inc., a Delaware corporation\n(the “Company”), will be held on **June 17, 2026**, at **8:30 a.m. Mountain Time** at the corporate office of Ascent\nSolar Technologies, Inc., 12300 Grant Street, Suite 160, Thornton, CO 80241, for the following purposes, as more fully described in the\nProxy Statement accompanying this notice:\n\n \n \n\n1.    \n**ELECTION OF DIRECTORS.** To elect: two (2) Class A directors to serve until the 2029 annual meeting of stockholders, and until his or her successors have been elected and qualified (the “Director Proposal” or “Proposal No. 1”).\n\n2.\n**RATIFICATION OF AUDITORS.** To ratify the Audit Committee’s appointment of Haynie and Company as our independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Proposal” or “Proposal No. 2”).\n\n3.\n**AMENDMENT OF THE 2023 ASCENT SOLAR TECHNOLOGIES, INC. EQUITY INCENTIVE PLAN.**  To approve an amendment of the 2023 Ascent Solar Technologies, Inc. Equity Incentive Plan to increase the number of shares of common stock subject to the plan (the “Equity Plan Proposal” or “Proposal No. 3”).\n\n4.\n**NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.** To approve a non-binding resolution on the Company's compensation of its executive officers (the “Executive Compensation Proposal” or “Proposal No. 5”).\n\n5.\n**ADJOURNMENT PROPOSAL.** To approve a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the other proposals presented at the Annual Meeting (the “Adjournment Proposal” or “Proposal 5”).;\n\n6.\n**ANY OTHER BUSINESS.**  To conduct any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.\n\n \n\nStockholders who owned shares\nof (i) our common stock or (ii) our shares of Series 1C preferred stock at the close of business on April 20, 2026 are entitled to\nreceive notice of, attend and vote at the Annual Meeting and any adjournment or postponement thereof. A complete list of these stockholders\nwill be available at our corporate offices listed above during regular business hours for the ten days prior to the Annual Meeting.\n\n \n\nYour vote is important. Whether\nor not you plan to attend the Annual Meeting, please vote as soon as possible. If you received notice of how to access the proxy materials\nover the Internet, a proxy card was not sent to you, but you may vote by telephone or online. If you received a proxy card and other proxy\nmaterials by mail, you may vote by mailing a completed proxy card, by telephone or online. For specific voting instructions, please refer\nto the information provided in the following Proxy Statement, together with your proxy card or the voting instructions you receive by\ne-mail or that are provided via the Internet.\n\n \n\n**The Board of Directors recommends\nstockholders vote FOR the proposals listed above and described in the accompanying Proxy Statement.**\n\n \n\n*By Order of the Board of Directors*\n\n \n\n \n\nPaul Warley\n\n*President and Chief Executive Officer*\n\nThornton, Colorado\n\nApril 27, 2026\n\n \n\n \n\n**Important Notice Regarding the Availability\nof Proxy Materials for the Annual Meeting of Stockholders to be held on June 17, 2026 — The Notice of Meeting, Proxy Statement,\nand Annual Report on Form 10-K for the year ended December 31, 2025 are being mailed to our stockholders on or about May 8, 2026.**\n\n** **\n\n**This proxy statement and our Annual Report\non Form 10-K for the fiscal year ended December 31, 2025 are also available (i) on the SEC’s website at www.sec.gov, and (ii) at\nwww.ascentsolar.com.**\n\n \n\n \n\n \n\n \n\n**ASCENT SOLAR TECHNOLOGIES, INC.**\n\n**12300 Grant Street, Ste 160**\n\n**Thornton, Colorado 80241**\n\n**(720) 872-5000**\n \n\n___________________\n\n \n\n**PROXY STATEMENT**\n\n**___________________**\n\n \n\nYour proxy is being\nsolicited by the Board of Directors (the “Board”) of Ascent Solar Technologies, Inc., a Delaware corporation, for use at\nthe 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 8:30 a.m. Mountain Time on June 17, 2026,\nor at any adjournment or postponement thereof, for the purposes set forth in this Proxy Statement. The Annual Meeting will be held\nat the corporate office of Ascent Solar Technologies, Inc., 12300 Grant Street, Suite 160, Thornton, CO 80241.\n\n \n\nThese proxy materials are first\nbeing provided on or about May 8, 2026 to all common stockholders and to all Series 1C preferred stockholders as of the record date, April\n20, 2026. Stockholders who owned our common stock or our Series 1C preferred stock at the close of business on April 20, 2026 are entitled\nto receive notice of, attend and vote at the Annual Meeting. On the record date, there were (i) 9,461,887 shares of our common stock outstanding\nand (ii) 726 shares of Series 1C preferred stock outstanding.\n\n \n\nEach of the outstanding shares\nof common stock is entitled to one vote per share.\n\n \n\nEach holder of outstanding\nshares of Series 1C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock\ninto which the outstanding shares of Series 1C Preferred Stock held by such holder are convertible as of the record date (but only after\ngiving effect to the 4.99% “Maximum Percentage” conversion limitations contained in the terms of the Series 1C Preferred Stock).\nHolders of Series 1C Preferred Stock shall vote together with the holders of common stock as a single class and on an as-converted to\ncommon stock basis at the Annual Meeting.\n\n \n\nAccordingly, as of the record\ndate, (i) the outstanding shares of Series 1C Preferred Stock are entitled to 336,909 aggregate votes on the matters being considered\nat the Annual Meeting, and (ii) there are a total of 9,798,796 aggregate votes entitled to vote on the matters being considered at the\nmeeting.\n\n \n\n**This Proxy Statement is\nbeing furnished to you with a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual\nReport”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2026. We will provide,\nwithout charge, additional copies of our Annual Report upon request. Any exhibits listed in the Annual Report also will be furnished upon\nrequest at the actual expense we incur in furnishing such exhibit to you. Any such requests should be directed to our Corporate Secretary\nat our executive offices set forth above.**\n\n** **\n\n*References to the “Company,”\n“Ascent Solar,” “our,” “us” or “we” mean Ascent Solar Technologies, Inc.*\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**TABLE OF CONTENTS**\n\n \n\n \n \n\nVOTING AND RELATED MATTERS\n3\n\nPROPOSAL NO. 1: ELECTION OF TWO CLASS A DIRECTORS\n7\n\nPROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF HAYNIE & COMPANY\n10\n\nPROPOSAL NO. 3: APPROVAL OF AMENDMENT TO ASCENT’S 2023 EQUITY INCENTIVE PLAN\n11\n\nPROPOSAL NO. 4: NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION\n15\n\nPROPOSAL NO. 5: ADJOURNMENT PROPOSAL\n15 \n\nCORPORATE GOVERNANCE\n16\n\nEXECUTIVE COMPENSATION\n20\n\nSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT\n26\n\nRELATED PARTY TRANSACTIONS\n27\n\nSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE\n27\n\nREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS\n28\n\nANNUAL REPORT ON FORM 10-K\n28\n\nWHERE YOU CAN FIND MORE INFORMATION\n28\n\nSTOCKHOLDER PROPOSALS\n29\n\nOTHER MATTERS\n29\n\nANNEX A – 2023 EQUITY INCENTIVE PLAN (AS AMENDED IN APRIL 2026)\nA-1\n\n \n\n \n\n2 \n\n \n\n \n\n \n\n \n\n**ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON\nJune 17, 2026**\n\n** **\n\n**GENERAL**\n\n** **\n\nAscent Solar Technologies,\nInc. (the “Company”) has made these proxy materials available to you on the internet, or, upon your request, has delivered\nprinted proxy materials to you, in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”)\nfor use at the Annual Meeting to be held at 8:30 a.m. Mountain Time on June 17, 2026, or at any adjournment or postponement thereof,\nfor the purposes set forth in this Proxy Statement. The Annual Meeting will be held at the Company, 12300 Grant Street, Suite 160, Thornton,\nCO 80241.\n\n** **\n\n**VOTING AND RELATED MATTERS**\n\n**What is a proxy?**\n\n \n\nA proxy is a person or persons\nwhom you designate to vote your stock. If you designate someone as your proxy in a written document, that document is called a proxy card.\n\n \n\n**Who pays for the proxy solicitation?**\n\n \n\nThe Company will pay the\nexpenses of the preparation of proxy materials and the solicitation of proxies for the annual meeting. Certain of our directors, officers\nor employees may solicit your proxy and they will receive no additional compensation for such solicitation. We will reimburse brokers\nand other nominees for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable rules.\n\n \n\n**What is the purpose of the annual meeting?**\n\n \n\nAs a stockholder of the Company,\nyou have a right to vote on certain business matters affecting us. The proposals that will be presented at the Annual Meeting, and upon\nwhich you are being asked to vote, are discussed below. Each share of our common stock you owned as of the record date entitles you to\none vote on each proposal presented at the Annual Meeting.\n\n \n\n**What is the record date and what does it mean?**\n\n \n\nThe Board of Directors The\nboard of directors has fixed the close of business on April 20, 2026 as the record date for the determination of stockholders entitled\nto notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.\n\n \n\n**How many shares are entitled to vote at the Annual Meeting?**\n\n \n\nOn the record date, there\nwere 9,461,887 shares of our common stock and 726 shares of Series 1C preferred stock outstanding on, all of which are entitled to vote\nwith respect to all matters to be acted upon at the Annual Meeting.\n\n \n\nEach of the outstanding shares\nof common stock is entitled to one vote per share.\n\n \n\nEach holder of outstanding\nshares of Series 1C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock\ninto which the outstanding shares of Series 1C Preferred Stock held by such holder are convertible as of the record date (but only after\ngiving effect to the 4.99% “Maximum Percentage” conversion limitations contained in the terms of the Series 1C Preferred Stock).\nHolders of Series 1C Preferred Stock shall vote together with the holders of common stock as a single class and on an as-converted to\ncommon stock basis at the Annual Meeting.\n\n \n\nAccordingly, as of the record\ndate, (i) the outstanding shares of Series 1C Preferred Stock are entitled to 336,909 aggregate votes on the matters being considered\nat the Annual Meeting, and (ii) there are a total of 9,798,796 aggregate votes entitled to vote on the matters being considered at the\nmeeting.\n\n \n\n**What constitutes a quorum?**\n\n \n\nThe presence, in person or\nby proxy, of the holders of one-third of the voting power of the outstanding shares entitled to vote constitutes a quorum for the transaction\nof business at the meeting. In the event there are not sufficient votes for a quorum, or to approve or ratify any matter being presented\nat the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.\n\n \n\n**How do I vote?**\n\n \n\nIf you are a record owner\nof our common stock, you may vote over the Internet, by telephone, by mail or in person at the Annual Meeting. More specifically:\n\n \n\n \n·\nYou can vote via the Internet. The website address for Internet voting and the instructions for voting are provided on your Notice or proxy card. You will need to use the control number appearing on your Notice or proxy card to vote via the Internet. If you vote via the Internet you do not need to vote by telephone or return a proxy card.\n\n \n\n \n·\nYou can vote by telephone by calling the toll-free telephone number provided on your proxy card. You will need to use the control number appearing on your Notice or proxy card to vote by telephone. If you vote by telephone you do not need to vote over the Internet or return a proxy card.\n\n \n\n3 \n\n \n\n \n·\nIf you received a printed proxy card, you can vote by marking, dating and signing it, and returning it in the postage-paid envelope provided. You may also download the form of proxy card off the Internet and mail it to us. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Annual Meeting.\n\n \n\n \n·\nIf you attend the Annual Meeting and plan to vote in person, we will provide you with a ballot at the Annual Meeting. If your shares are registered directly in your name, you are considered the stockholder of record, and you have the right to vote in person at the Annual Meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wish to vote at the Annual Meeting, you will need to bring to the Annual Meeting a legal proxy from your broker or other nominee authorizing you to vote those shares.\n\n \n\n**How do I vote if my shares are in “street name”?**\n\n \n\nIf you hold shares in “street\nname” (that is, through a bank, broker, or other nominee), your shares must be voted in accordance with instructions provided by\nthe nominee. If your shares are held in the name of a nominee and you would like to attend the annual meeting and vote in person, you\nmay contact the person in whose name your shares are registered and obtain a proxy from that person and bring it to the annual meeting.\n\n \n\n**How do I know if I hold my shares in “street name”?**\n\n \n\nIf\nyour shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares, and\nyour shares are considered held in “street name.” However, if your shares are registered directly in your name with Computershare,\nour transfer agent, you are considered the record owner of those shares.\n\n \n\n**Will my proxy appointment on the internet be secure and accurate?**\n\n \n\nProxies, ballots and voting\ntabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed, except as required\nby law.\n\n \n\n**What is the deadline for submitting my proxy?**\n\n \n\nProxy appointments must be\nreceived by 11:59 p.m., Mountain Time, on June 16, 2026. You will still have the right to vote in person at the meeting even if you\nsubmit your proxy via the internet or by telephone.\n\n \n\n**Can I revoke my proxy?** \n\n \n\nYes. You may revoke your\nproxy at any time before it is voted at the Annual Meeting. To do this, you must:\n\n \n\n \n·\nenter a new vote over the Internet or by telephone, or by signing and returning a replacement proxy card;\n\n \n\n \n·\nprovide written notice by June 16, 2026 of the revocation to our Corporate Secretary at our principal executive offices, which are located at 12300 Grant Street Ste 160, Thornton, Colorado 80241; or\n\n \n\n \n·\nattend the Annual Meeting and vote in person.\n\n \n\n**Where can I find voting results of the Annual Meeting?**\n\n \n\nVoting results will be announced\nat the Annual Meeting and published in a Form 8-K to be filed within four (4) business days after the Annual Meeting.\n\n \n\n**How are the votes counted and what vote is\nneeded to approve each of the proposals?**\n\n \n\nAssuming that a quorum is\npresent:\n\n \n\n \n·\nthe affirmative vote of a majority of the voting power of the shares present in person or by proxy will be required to elect two Class A directors (Proposal No. 1);\n\n \n\n \n·\nthe affirmative vote of a majority of the voting power of the shares present in person or by proxy will be required to ratify the appointment of Haynie & Company as our independent registered public accounting firm for the year ending December 31, 2026 (Proposal No. 2);\n\n \n\n \n·\nthe affirmative vote of a majority of the voting power of the shares present in person or by proxy will be required to approve the amendment to the 2023 Ascent Solar Technologies, Inc. Equity Incentive Plan (Proposal No. 3);\n\n \n\n \n\n4 \n\n \n\n \n\n \n·\nthe affirmative vote of a majority of the voting power of the shares present in person or by proxy will be required to approve, on an advisory basis, the compensation of the Company’s executive officers (Proposal No. 4);\n\n \n\n \n·\nthe affirmative vote of a majority of the voting power of the shares present in person or by proxy will be required to approve, the proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the other proposals presented at the Annual Meeting  (Proposal No. 5);\n\n \n\n \n·\nunless otherwise required by our bylaws or by applicable law, the affirmative vote of a majority of the voting power of the shares present in person or by proxy shares will be required to approve any other matter properly presented for a vote at the meeting; provided that if any stockholders are entitled to vote thereon as a class, such approval will require the affirmative vote of a majority of the shares entitled to vote as a class who are present in person or by proxy.\n\n \n\nThe vote on Proposal No.\n4 (advisory vote on executive compensation) is a non-binding advisory vote. The Board will consider our executive officer compensation\nto have been approved by stockholders if Proposal No. 4 receives more votes “For” than “Against.”\n\n \n\nVotes cast by proxy or in\nperson at the meeting will be tabulated by the election inspectors appointed for the meeting. Such inspectors will also determine whether\na quorum is present. The election inspectors will treat abstentions as shares that are present and entitled to vote for purposes of determining\nthe presence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the stockholders for a vote.\nIf your shares are held in street name and you do not instruct your broker on how to vote your shares, your brokerage firm, in its discretion,\nmay either leave your shares unvoted or vote your shares on routine matters.\n\n \n\nThe Company believes that\nthe election of two Class A directors (Proposal No. 1), the approval of the amendment to the 2023 Ascent Solar Technologies, Inc. Equity\nIncentive Plan (Proposal No. 3), and the advisory vote to approve executive compensation (Proposal No. 4) are considered non-routine matters.\nConsequently, without your voting instructions, your brokerage firm cannot vote your shares on these proposals. These unvoted shares,\ncalled “broker non-votes,” refer to shares held by brokers who have not received voting instructions from their clients and\nwho do not have discretionary authority to vote on non-routine matters.\n\n \n\nThe Company believes that\nthe proposal to ratify the appointment of Haynie & Company as our independent registered public accounting firm for the current fiscal\nyear (Proposal No. 2) and the adjournment proposal (Proposal No. 5) are considered routine matters. To the extent your brokerage firm\nvotes your shares on your behalf on these proposals, your shares also will be counted as present for the purpose of determining a quorum.\n\n \n\nAbstentions shall have the\nsame effect as a vote against Proposal No. 1 (election of two Class A directors); Proposal No. 2 (approval of auditors), Proposal No.\n3 (approval of the amendment to the Equity Incentive Plan), No. 4 (advisory vote on executive compensation), and Proposal No. 5 (adjournment).\n\n \n\nBroker non-votes shall have\nno effect on the approval or disapproval of any of the proposals being presented at the Annual Meeting.\n\n \n\n**How does the Board recommend I vote?**\n\n \n\nThe Board recommends a vote\n“FOR” electing the nominees for Class A director (Proposal No, 1); “FOR” the appointment of Haynie & Company\nas our independent registered public accounting firm for the year ending December 31, 2026 (Proposal No. 2); “FOR” the approval\nof the amendment to the 2023 Company Equity Incentive Plan (Proposal No. 3); “FOR” the approval of the compensation of our\nnamed executive officers as disclosed in this proxy statement (Proposal No. 4); and “FOR” the approval of the adjournment\nof the Annual Meeting (Proposal No. 5).\n\n \n\n**What if I return a proxy card but do not make\nspecific choices?**\n\n \n\nWhen a proxy is properly\nexecuted and returned, the shares it represents will be voted at the Annual Meeting as directed. If no specification is indicated, the\nshares will be voted for:\n\n \n\n \n(1)    \n“FOR” the election of the Class A director nominees set forth in this Proxy Statement;\n\n \n \n \n\n \n(2)\n“FOR” the ratification of the appointment of Haynie & Company as our independent registered public accounting firm for the year ending December 31, 2026;\n\n \n \n \n\n \n(3)\n“FOR” the approval of the amendment to the 2023 Ascent Solar Technologies, Inc. Equity Incentive Plan;\n\n \n \n \n\n \n\n5 \n\n \n\n \n\n \n(4)\n“FOR” the approval, on an advisory basis, of the compensation of our executive officers;\n\n \n \n \n\n \n(5)\n“FOR” the adjournment of the Annual Meeting; and\n\n \n \n \n\n \n(6)\nat the discretion of your proxies on any other matter that may be properly brought before the Annual Meeting.\n\n \n\nIf your shares are held in\nstreet name and you do not instruct your broker on how to vote your shares, your brokerage firm, in its discretion, may either leave your\nshares unvoted or vote your shares on routine matters, which includes the ratification of our independent registered public accounting\nfirm and the adjournment of the Annual Meeting.\n\n \n\n**What is “Householding” of Proxy\nMaterials?**\n\n \n\nIn a further effort to reduce\nprinting costs and postage fees, we have adopted a practice approved by the SEC called “householding.” Under this practice,\nstockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only\none copy of our proxy materials, unless one or more of these stockholders notifies us that he or she wishes to continue receiving individual\ncopies.\n\n \n\nIf: (1) you share an\naddress with another stockholder and received only one set of proxy materials, and would like to request a separate paper copy of these\nmaterials; or (2) you share an address with another stockholder and in the future together you would like to receive only a single\npaper copy of these materials, please notify our Corporate Secretary by mail at 12300 Grant Street, Suite 160, Thornton, Colorado 80241.\n\n \n\n \n\n \n\n6 \n\n \n\n \n\n**PROPOSAL NO. 1 – ELECTION OF DIRECTORS**\n\n** **\n\nOur Bylaws provide that the\nsize of our Board of Directors is to be determined from time to time by resolution of the Board of Directors, but shall consist of at\nleast two and no more than nine members. Our Board of Directors currently consists of five members. The Board has determined that the\nfollowing directors are “independent” as required by our corporate governance guidelines: Mr. Peterson, Mr. Reynolds, Mr.\nBerezovsky, and Mr. Thompson.\n\n \n\nOur Certificate of Incorporation\nprovides that the Board of Directors will be divided into three classes and, except as described below, are elected to serve three-year\nterms and in each case until their respective successors are duly elected and qualified.\n\n \n\nOur Board currently consists\nof five members. The terms of our current Class A directors (Forrest Reynolds and Louis Berezovsky) will expire at our 2026 annual stockholder\nmeeting. The terms of our current Class B directors (Gregory Thompson and Paul Warley) will expire at the 2028 annual stockholder meeting.\nThe term of our current Class C director (David Peterson) will expire at the 2027 annual stockholder meeting.\n\n \n\nThe Board has nominated each\nof Forrest Reynolds and Louis Berezovsky as a Class A director to serve a three-year term expiring in 2029. Mr. Reynolds and Mr. Berezovsky\nare currently directors of the Company and each has indicated a willingness to continue to serve as a director, if elected. If a nominee\nbecomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board.\n\n \n\nSet forth below is certain\ninformation regarding the director nominees, our continuing directors, and the executive officers of the Company who are not directors,\nincluding the terms of office of the Board members.\n\n \n\nThe following table\nsets forth certain information with respect to our current directors, based upon information furnished by each director, as of April\n27, 2026:\n\n \n\n**Name**\n \n \n**Age**  \n \n \n**Position**\n \n \n**Term Expires**\n \n\nDavid Peterson\n \n \n56\n \n \nDirector (Class C), Chairman of the Board\n \n \n2027\n \n\nGregory Thompson\n \n \n70\n \n \nDirector (Class B)\n \n \n2028\n \n\nPaul Warley\n \n \n64\n \n \nDirector (Class B)\n \n \n2028\n \n\nLouis Berezovsky\n \n \n60\n \n \nDirector (Class A)\n \n \n2026\n \n\nForrest Reynolds\n \n \n55\n \n \nDirector (Class A)\n \n \n2026\n \n\n \n\n**The nominees for election as a Class A director\nfor a term to expire in 2029 are:**\n\n** **\n\n**Forrest Reynolds **has\nserved on our Board since September 2022. He has over 30 years of business and management experience and is currently the Managing Partner\nof CalTex Capital, LLC, a privately held, Texas based, investment firm. Previously, Mr. Reynolds served as the Chief Restructuring Officer\nfor Centaur Gaming, LLC, a gaming development company located in Indianapolis, Indiana. In this capacity, Mr. Reynolds managed a $1.0\nbillion Chapter 11 bankruptcy reorganization for the company. Prior to that, Mr. Reynolds worked in the investment banking industry for\nover 14 years holding various positions with several multinational investment banks including Credit Suisse, BT Alex Brown (later Deutsche\nBank) and UBS. Mr. Reynolds sits on the board of several private companies and is actively involved with several charitable organizations.\nMr. Reynolds graduated from The University of Texas at Austin where he received a B.B.A. in Finance and a B.A. in Economics. We believe\nMr. Reynolds is well-qualified to serve as a director due to his knowledge and business experience.\n\n \n\n**Louis Berezovsky **has\nserved on our Board since September 2022. He joined Eagle Infrastructure Services in July 2013 and leads the Finance and Accounting, M&A,\nHuman Resources, Legal and IT functions. He has more than 30 years of experience in senior financial management positions across a variety\nof industries including 28 years of working in private equity sponsored portfolio companies. His accomplishments include the completion\nmore than 60 acquisitions as well as multiple recapitalizations and successful sale processes. Prior to joining Eagle, Mr. Berezovsky\nserved as Executive Vice President and Chief Financial Officer of ABRA Auto Body and Glass, Chief Financial Officer of ConvergeOne, and\nChief Financial Officer of AIR-serv.\n\n \n\nAfter receiving his B.S.\nin Accounting from the University of Minnesota, Carlson School of Management, he began his career at a Minneapolis based CPA firm. He\nis a Certified Management Accountant (CMA). He has also served as a member of the Board of Directors and as the Chairman of the Finance\nCommittee for the Better Business Bureau of Minnesota and North Dakota since 2012. We believe Mr. Berezovsky is well-qualified to serve\nas a director due to his knowledge and business experience.\n\n \n\n \n\n7 \n\n \n\n \n\n**The continuing Class B directors with terms\nexpiring in 2028 are:**\n\n \n\n**Paul Warley** has\nbeen Chief Executive Officer of the Company since May 2, 2023. Prior to then, Mr. Warley served as our Chief Financial Officer from December\n2022 to May 2023 and was elected to our Board in December 2023. Mr. Warley has significant experience in corporate turnarounds, restructuring,\ncross-border trade and capital advisory work. From 2015 to 2022, Mr. Warley was president of Warley & Company LLC, a strategic advisory\nfirm providing executive management, capital advisory and M&A services to middle-market companies in the service, construction, technology,\noil & gas, clean energy, food, retail and green-building sectors. While at Warley & Company, from 2018 to 2019 Mr. Warley was\nengaged as Chief Executive Officer and CFO of 360 Imaging, a provider of products and services for implant surgery and digital dentistry.\nFrom 2011 to 2015, Mr. Warley served clients in the alternative energy industry as a managing director and additionally was Chief Compliance\nOfficer with Deloitte Corporate Finance. From 1997 to 2011, Mr. Warley was Managing Director and Region Manager for GE Capital. From 1984\nto 1997, Mr. Warley was with Bank of America and Bankers Trust as a Senior Vice President. Mr. Warley holds the Financial Industry Regulatory\nAuthority Series 7, 24 and 63 licenses. He earned his B.S. degree in Business Administration from The Citadel (The Military College of\nSouth Carolina) and served in the U.S. Army, attaining the rank of Captain. While at Warley & Company LLC, Mr. Warley provided corporate\nfinance consulting services to BD1 Investment Holding LLC, previously a significant stockholder of the Company. We believe Mr. Warley\nis well-qualified to serve as our CEO and as a Director due to his business experience.\n\n \n\n **Gregory Thompson **has\nserved on our Board since April 2023. He is a four-time public company CFO with extensive global experience across several industries\nincluding technology, manufacturing, chemicals, building products, medical equipment, software and services, and public accounting. From\nDecember 2018 through June 2021, Mr. Thompson was EVP and CFO of KEMET Corporation (NYSE: KEM), a manufacturer of a broad selection of\ncapacitor technologies, and a variety of other passive electronic components. In June 2020, KEMET was acquired by Yageo Corporation for\napproximately $1.8 billion. From 2008 to 2016, Mr. Thompson was EVP and CFO of Axiall Corporation (NYSE: AXLL), a manufacturer and marketer\nof chlorovinyls and aromatics (acetone, cumene, phenol). Axiall was sold to Westlake Chemical Corporation in late 2016. Prior to Axiall,\nMr. Thompson was CFO of medical equipment manufacturer Invacare Corporation (NYSE: IVC) from 2002 to 2008, CFO of Sensormatic Electronics\nCorporation from 2000 to 2002, and Corporate Controller of Sensormatic from 1997 to 2000. Previously at Wang Laboratories, Inc. Mr. Thompson\nserved as Vice President and Corporate Controller from 1994 to 1997 and Assistant controller from 1990 to 1994. He began his career at\nPrice Waterhouse and Coopers & Lybrand where he spent 13 years serving international clients in industries including chemicals, construction,\ndistribution, manufacturing, metals, retail, and technology.\n\n \n\n Mr. Thompson earned\na Bachelor of Science, Accounting from Virginia Tech in 1977. He is a Certified Public Accountant, and a Member of the American Institute\nof Certified Public Accountants. We believe Mr. Thompson is well-qualified to serve as a director due to his knowledge and business experience.\n\n \n\n**The continuing Class C director with a term\nexpiring in 2027 is:**\n\n** **\n\n**David Peterson**\nhas served on our Board since December 2020 and has been Chairman of the Board since September 2022. Mr. Peterson has over 25 years of\nbusiness management experience, including 9 years as a private equity investor, 6 years as a manager at an engineering consulting firm,\nand over 20 years of board experience. From January 2024 to present, Mr. Peterson has worked for Clean H2, Inc., a distributor of hydrogen\nelectrolyzers, where he serves as the CEO for the Centennial, Colorado based company.  From 2015 to 2023, Mr. Peterson worked for\nEPD Consultants, Inc., a privately held engineering firm headquartered in Carson, California, where he served as Senior Project Manager.\nFrom 2010 to 2015, Mr. Peterson was President and Co-Founder of Great Circle Industries, Inc., a water recycling company in southern California.\nHis past experience includes being a board member at AIR-serv, LLC, a tire inflation vending machine manufacturer, and at American Water\nInvestments, LLC, which provided bottled water delivery and water softening services, where Mr. Peterson also served as Interim CFO\nand President. Mr. Peterson has an MBA degree from the Marshall School of Business at the University of Southern California, and\na B.A. from the University of California, Santa Cruz. We believe Mr. Peterson is well-qualified to serve as a director due to his extensive\nmanagement and board experience.\n\n \n\n**Vote Required and Board of Director’s\nRecommendation**\n\n \n\nTo be elected, each director\nnominated via Proposal No. 1 must receive the affirmative vote of a majority of the voting power of the shares with voting power present\nin person or by proxy at the Annual Meeting. If your shares are held in “street name” by a broker, bank or other nominee,\nyour broker, bank or other nominee does not have authority to vote your unvoted shares held by the firm for the election of directors.\nAs a result, any shares not voted by you will be treated as a broker non-vote. Such broker non-votes will have no effect on the results\nof this vote.\n\n \n\n**The Board of Directors\nrecommends voting “FOR” Proposal No. 1 to elect Forrest Reynolds and Louis Berezosvky as Class A directors.**\n\n** ** \n\n8 \n\n \n\n \n\n**Executive Officers**\n\n** **\n\nThe following table\nsets forth certain information with respect to the executive officers of Ascent, as of April 27, 2026, based upon information\nfurnished by each officer:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nPaul Warley\n \n64\n \nPresident and Chief Executive Officer\n\nJin Jo\n \n48\n \nChief Financial Officer\n\nBobby Gulati\n \n61\n \nChief Operating Officer\n\n \n\n**Paul Warley’s**\nbiographical information is included above under Proposal No. 1 – Election of Directors.\n\n \n\n**Jin Jo** has\nbeen Chief Financial Officer of the Company since May 2023. Ms. Jo joined the Company in June 2021 as Financial Controller. Ms. Jo has\nover 20 years of experience in accounting. From 2015 to 2021, Ms. Jo was the head of technical accounting of Empower Retirement, a financial\nservices company, where her primary focus was accounting research for complex new products, investments and transactions, and new accounting\nstandards implementation on International Financial Reporting Standards, US GAAP and insurance Statutory Accounting Principles. From 2011\nto 2015, Ms. Jo was an Inspection Specialist at the Public Company Accounting Oversight Board where she assessed auditor compliance with\naudit professional standards. Ms. Jo started her career in public accounting, spending 11 years in the audit and assurance practice serving\nboth public and private companies.\n\n \n\n Ms. Jo is a certified\npublic accountant in the state of Colorado and earned her B.S. degree in Business Administration from the University of Colorado, Boulder.\nWe believe Ms. Jo is well-qualified to serve as our CFO due to her business, financial and accounting experience.\n\n \n\n **Bobby Gulati** has\nbeen Chief Operating Officer since May 2023. He has over 30 years of executive leadership experience in engineering and manufacturing\nroles. Mr. Gulati joined the Company in February 2012 as Head Equipment Engineer. In March 2014, he was promoted to Director of Equipment\nEngineering with emphasis on International Business Development. In 2020, Mr. Gulati was promoted to Chief Information Officer.\n\n \n\n From 2010 to 2012 Mr.\nGulati was the Director of Equipment Engineering for Twin Creeks Technologies, an amorphous silicon solar manufacturing company, and was\nresponsible for the operations of the 5MW solar cell manufacturing facility in Senatobia, Mississippi. From 2001 to 2010, Mr. Gulati was\nthe co-founder and President of TriStar Systems, a manufacturer of automated manufacturing and assembly equipment for the solar, aerospace\nand disk drive industries. From 1992 to 2000, Mr. Gulati was the co-founder and Chief Operating Officer of the publicly traded company\nNexStar Automation, whose focus was designing and building automated production equipment for the semiconductor and medical disposable\nindustries. Mr. Gulati earned his B.S. degree in Electrical Engineering with a minor in Computer Science and Robotics from the University\nof Colorado, Denver. We believe Mr. Gulati is well-qualified to serve as our COO due to his business and management experience. \n\n \n\n9 \n\n \n\n \n\n \n\n**PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT\nOF HAYNIE & COMPANY**\n\n \n\n**Overview**\n\n \n\nThe Audit Committee has engaged\nthe registered public accounting firm of Haynie & Company as our independent registered public accounting firm to audit our financial\nstatements for the year ending December 31, 2026. Ascent’s stockholders are being asked to ratify this appointment. Haynie &\nCompany has served as Ascent’s independent registered public accounting firm since 2017.\n\n \n\nThe Audit Committee is solely\nresponsible for selecting Ascent’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder\napproval is not required to appoint Haynie & Company as our independent registered public accounting firm. However, the Board believes\nthat submitting the appointment of Haynie & Company to the stockholders for ratification is good corporate governance. If the stockholders\ndo not ratify this appointment, the Audit Committee will reconsider whether to retain Haynie & Company. If the selection of Haynie\n& Company is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public\naccounting firm at any time it decides that such a change would be in the best interest of Ascent and its stockholders.\n\n \n\nRepresentatives of Haynie\n& Company are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so,\nand are expected to be available to respond to appropriate questions.\n\n \n\n**Independent Registered Public Accounting Firm\nFees**\n\n \n\nFees for audit and related\nservices by our accounting firm, Haynie & Company, for the years ended December 31, 2025 and 2024 were as follows:\n\n \n\n  \n2025  \n2024 \n\nAudit fees \n$167,000  \n$160,500 \n\nAudit related fees \n 49,500  \n 75,500 \n\nTotal audit and audit related fees \n 216,500  \n 237,500 \n\nAll other fees \n —  \n — \n\nTotal Fees \n$216,500  \n$237,500 \n\n \n\nAudit fees for Haynie &\nCompany for fiscal year 2025 and 2024 represent aggregate fees during the audit of the financial statements and interim reviews of the\nquarterly financial statements. Audit related fees include consents and comfort letters.\n\n \n\n**Audit Committee Pre-Approval Policies and Procedures**\n\n \n\nThe Audit Committee charter\nprovides that the Audit Committee will pre-approve all audit services and non-audit services to be provided by our independent auditors\nbefore the accountant is engaged to render these services. The Audit Committee may consult with management in the decision making process,\nbut may not delegate this authority to management. The Audit Committee may delegate its authority to pre-approve services to one or more\ncommittee members, provided that the designees present the pre-approvals to the full committee at the next committee meeting. All audit\nand non-audit services performed by our independent accountants have been pre-approved by our Audit Committee to assure that such services\ndo not impair the auditors’ independence from us.\n\n \n\n**Vote Required and Board Recommendation**\n\n \n\nThe affirmative vote of a\nmajority of the voting power of the shares with voting power present in person or by proxy will be required to ratify the appointment\nof Haynie & Company as our independent registered public accounting firm to audit our financial statements for the year ending December\n31, 2026.\n\n \n\n**The Board recommends that\nstockholders vote “FOR” Proposal No. 2 to ratify the appointment of Haynie & Company as our independent registered public\naccounting firm to audit our financial statements for the year ending December 31, 2026.**\n\n \n\n10 \n\n \n\n \n\n \n\n**PROPOSAL 3 – APPROVAL OF AMENDMENT TO\nASCENT’S 2023 EQUITY INCENTIVE PLAN**\n\n \n\n**Overview**\n\n \n\nOur stockholders are asked\nto approve an amendment to the Company’s 2023 Equity Incentive Plan (the “2023 Incentive Plan”) to increase\nthe number of shares of common stock subject to the 2023 Incentive Plan by 806,389, thereby increasing the total number of shares issuable\nunder the 2023 Incentive Plan from 893,611 to 1,700,000. The 2023 Incentive Plan was originally adopted by our Board on October 6, 2023,\nand approved by the Company’s stockholders on December 5, 2023, at the 2023 annual stockholders’ meeting. The 2023 Incentive\nPlan was previously amended by our Board in April 2025, and that amendment was approved by the Company’s stockholders in May 2025\nat the 2025 annual stockholders’ meeting.\n\n \n\nAs of the record date, there\nwere 621,184 outstanding options to purchase shares of common stock outstanding, 4,834 shares of common stock which have been previously\nissued, and 267,593 shares remaining available for grants of future awards under the 2023 Incentive Plan.\n\n \n\nOn April 6, 2026, the Board\napproved an amendment to the 2023 Incentive Plan, subject to stockholder approval, to increase the number of shares reserved for issuance\nby 806,389, thereby increasing the total number of shares issuable under the 2023 Incentive Plan from 893,611 to 1,700,000. Subject to\nstockholder approval, the Company plans to register the additional 806,389 shares reserved under the 2023 Incentive Plan on a Registration\nStatement on Form S-8.\n\n \n\nThe following description\nof the 2023 Incentive Plan is a summary of its key provisions and is qualified by reference to the complete text of our 2023 Incentive\nPlan. A copy of the 2023 Incentive Plan is attached to this proxy statement as *Annex A*.\n\n \n\nIf the stockholders approve\nan amendment to the 2023 Incentive Plan, it will become effective on the day of the Annual Meeting.\n\n \n\n**General Description of the 2023 Incentive Plan**\n\n \n\nThe material terms of the\n2023 Incentive Plan are summarized below. The following summary is qualified in its entirety by reference to the complete text of the\n2023 Incentive Plan, a copy of which has been filed as Annex A to this proxy statement.\n\n \n\n*Administration of the\nplan*\n\n \n\nOur Board has appointed the\nCompensation Committee of our Board of Directors as the committee under the 2023 Incentive Plan with the authority to administer the 2023\nIncentive Plan. We refer to our Board or Compensation Committee, as applicable, as the “Administrator.” The Administrator\nis authorized to grant awards to eligible employees, consultants and non-employee directors.\n\n \n\n*Number of authorized shares\nand award limits*\n\n \n\nThe aggregate number of\nour shares of common stock that may be issued or used for reference purposes under the 2023 Incentive Plan is currently 893,611 shares\n(subject to adjustment as described below). Under the proposed amendment, this aggregate number of shares will be increased to 1,700,000. \n\n \n\nOur shares of common stock\nthat are subject to awards will be counted against the overall limit as one share for every share granted or covered by an award. If any\naward is cancelled, expires, terminates, or remains unexercised for any reason, the shares covered by such award will again be available\nfor the grant of awards under the 2023 Incentive Plan, except that any shares that are not issued as the result of a net exercise or settlement\nor that are used to pay any exercise price or tax withholding obligation will not be available for the grant of awards. Shares of common\nstock that we repurchase on the open market with the proceeds of an option exercise price also will not be available for the grant of\nawards. Awards that may be settled solely in cash will not be deemed to use any shares.\n\n \n\nThe aggregate number of our\nshares of common stock that may be issued or used for reference purposes under the 2023 Incentive Plan will automatically increase on\nJanuary 1st of each year starting on January 1, 2025, and ending on (and including) January 1, 2033, in an amount equal to 5% of the total\nnumber of shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to\nJanuary 1st of a given year to provide that there will be no January 1st increase in the share reserve for such year or that the increase\nin the share reserve for such year will be a lesser number of shares than would otherwise occur pursuant to the preceding sentence.\n\n \n\nThe maximum number of our\nshares of common stock that may be subject to any award of stock options, any restricted stock or other stock-based award denominated\nin shares that may be granted under the 2023 Incentive Plan during any fiscal year to each employee or consultant is currently 200,000\nshares per type of award; provided that the maximum number of our shares of common stock for all types of awards during any fiscal year\nis currently 200,000 shares per each employee, consultant or director. The maximum number of our shares of common stock that may be granted\npursuant to awards under the 2023 Incentive Plan during any fiscal year to any non-employee director is currently 200,000 shares. In addition,\nthe maximum grant date value of any other stock-based awards denominated in cash and the maximum payment under any performance-based cash\naward granted under the 2023 Incentive Plan payable with respect to any fiscal year to an employee or consultant is $750,000.\n\n \n\nUnder the proposed amendment,\nthe above-referenced 200,000 annual share limits will be increased to 400,000 shares per fiscal year.\n\n \n\n11 \n\n \n\n \n\nThe\nforegoing individual participant limits are cumulative; that is, to the extent that shares of common stock that may be granted to an individual\nin a fiscal year are not granted, the number of shares of common stock that may be granted to such individual is increased in the subsequent\nfiscal years during the term of the 2023 Incentive Plan until used. In addition, the foregoing limits (other than the limit on the maximum\nnumber of our shares of common stock for all types of awards during any fiscal year) will not apply (i) to options, restricted stock or\nother stock-based awards that constitute “restricted property” under Section 83 of the Code to the extent granted during the\nreliance period (as described below), or (ii) to performance-based cash awards or other types of other stock-based awards to the extent\npaid or otherwise settled during the reliance period. \n\n \n\nThe Administrator will, in\naccordance with the terms of the 2023 Incentive Plan, make appropriate adjustments to the above aggregate and individual limits (other\nthan cash limitations), to the number and/or kind of shares or other property (including cash) underlying awards and to the purchase price\nof shares underlying awards, in each case, to reflect any change in our capital structure or business by reason of any stock split, reverse\nstock split, stock dividend, combination or reclassification of shares, any recapitalization, merger, consolidation, spin off, split off,\nreorganization or any partial or complete liquidation, any sale or transfer of all or part of our assets or business, or any other corporate\ntransaction or event that would be considered an “equity restructuring” within the meaning of FASB ASC Topic 718. In addition,\nthe Administrator may take similar action with respect to other extraordinary events.\n\n \n\n*Eligibility and participation*\n\n \n\nAll of our current and prospective\nemployees and consultants, as well as our non-employee directors, are eligible to be granted non-qualified stock options, restricted stock,\nperformance-based cash awards and other stock-based awards under the 2023 Incentive Plan. Only our and our subsidiaries’ employees\nare eligible to be granted incentive stock options (“ISOs”) under the 2023 Incentive Plan. Eligibility for awards under the\n2023 Incentive Plan is determined by the Administrator in its discretion. In addition, each member of our Board who is not an employee\nof the company or any of our affiliates is expected to be eligible to receive awards under the 2023 Incentive Plan.\n\n \n\n*Types of awards*\n\n \n\nStock options. The\n2023 Incentive Plan authorizes the Administrator to grant ISOs to eligible employees and non-qualified stock options to purchase shares\nto employees, consultants, prospective employees, prospective consultants and non-employee directors. The Administrator will determine\nthe number of shares of common stock subject to each option, the term of each option, the exercise price (which may not be less than the\nfair market value of the shares of common stock at the time of grant, or 110% of fair market value in the case of ISOs granted to 10%\nstockholders), the vesting schedule and the other terms and conditions of each option. Options will be exercisable at such times and subject\nto such terms as are determined by the Administrator at the time of grant. The maximum term of options under the 2023 Incentive Plan is\nten years (or five years in the case of ISOs granted to 10% stockholders). Upon the exercise of an option, the participant must make payment\nof the full exercise price, either in cash or by check, bank draft or money order; solely to the extent permitted by law and authorized\nby the Administrator, through the delivery of irrevocable instructions to a broker, reasonably acceptable to us, to promptly deliver to\nus an amount equal to the aggregate exercise price; or on such other terms and conditions as may be acceptable to the Administrator (including,\nwithout limitation, the relinquishment of options or by payment in full or in part in the form of shares of common stock).\n\n \n\nRestricted stock.\nThe 2023 Incentive Plan authorizes the Administrator to grant restricted stock. Recipients of restricted stock enter into an agreement\nwith us subjecting the restricted stock to transfer and other restrictions and providing the criteria or dates on which such awards vest\nand such restrictions lapse. The restrictions on restricted stock may lapse and the awards may vest over time, based on performance criteria\nor other factors (including, without limitation, performance goals that are intended to comply with the performance-based compensation\nexception under Section 162(m), as discussed below), as determined by the Administrator at the time of grant. Except as otherwise determined\nby the Administrator, a holder of restricted stock has all of the attendant rights of a stockholder including the right to receive dividends,\nif any, subject to and conditioned upon vesting and restrictions lapsing on the underlying restricted stock, the right to vote shares\nand, subject to and conditioned upon the vesting and restrictions lapsing for the underlying shares, the right to tender such shares.\nHowever, the Administrator may in its discretion provide at the time of grant that the right to receive dividends on restricted stock\nwill not be subject to the vesting or lapsing of the restrictions on the restricted stock.\n\n \n\nOther stock-based awards.\nThe 2023 Incentive Plan authorizes the Administrator to grant awards of shares of common stock and other awards that are valued in whole\nor in part by reference to, or are payable in or otherwise based on, shares of common stock, including, but not limited to, shares of\ncommon stock awarded purely as a bonus and not subject to any restrictions or conditions; shares of common stock in payment of the amounts\ndue under an incentive or performance plan sponsored or maintained by us or an affiliate; stock appreciation rights; stock equivalent\nunits; restricted stock units; performance awards entitling participants to receive a number of shares of common stock (or cash in an\nequivalent value) or a fixed dollar amount, payable in cash, stock or a combination of both, with respect to a designated performance\nperiod; or awards valued by reference to book value of our shares of common stock. In general, other stock-based awards that are denominated\nin shares of common stock will include the right to receive dividends, if any, subject to and conditioned upon vesting and restrictions\nlapsing on the underlying award, but the Administrator may in its discretion provide at the time of grant that the right to receive dividends\non a stock-denominated award will not be subject to the vesting or lapsing of the restrictions on the performance award.\n\n \n\n12 \n\n \n\n \n\nPerformance-based cash\nawards. The 2023 Incentive Plan authorizes the Administrator to grant cash awards that are payable or otherwise based on the attainment\nof pre-established performance goals during a performance period. As noted above, following the Reliance Period, performance-based cash\nawards granted under the 2023 Incentive Plan that are intended to satisfy the performance-based compensation exception under Code Section\n162(m) will vest based on attainment of specified performance goals established by the Administrator. These performance goals will be\nbased on the attainment of a certain target level of, or a specified increase in (or decrease where noted), criteria selected by the Administrator.\n\n \n\n \n\nSuch performance goals may\nbe based upon the attainment of specified levels of company, affiliate, subsidiary, division, other operational unit, business segment\nor administrative department performance relative to the performance of other companies. The Administrator may designate additional business\ncriteria on which the performance goals may be based or adjust, modify or amend those criteria, to the extent permitted by Section 162(m).\nUnless the Administrator determines otherwise, to the extent permitted by Section 162(m), the Administrator will disregard and exclude\nthe impact of special, unusual or non-recurring items, events, occurrences or circumstances; discontinued operations or the disposal of\na business; the operations of any business that we acquire during the fiscal year or other applicable performance period; or a change\nin accounting standards required by generally accepted accounting principles or changes in applicable law or regulations.\n\n \n\n*Effect of certain transactions;\nChange in control*\n\n \n\nIn the event of a change\nin control, as defined in the 2023 Incentive Plan, except as otherwise provided by the Administrator, unvested awards will not vest. Instead,\nthe Administrator may, in its sole discretion provide that outstanding awards will be: assumed and continued; purchased based on the price\nper share paid in the change in control transaction (less, in the case of options and stock appreciation rights (“SARs”),\nthe exercise price), as adjusted by the Administrator for any contingent purchase price, escrow obligations, indemnification obligations\nor other adjustments to the purchase price; and/or in the case of stock options or other stock-based appreciation awards where the change\nin control price is less than the applicable exercise price, cancelled. However, the Administrator may in its sole discretion provide\nfor the acceleration of vesting and lapse of restrictions of an award at any time including in connection with a change in control.\n\n \n\n*Non-transferability of\nawards*\n\n \n\nExcept as the Administrator\nmay permit, at the time of grant or thereafter, awards granted under the 2023 Incentive Plan are generally not transferable by a participant\nother than by will or the laws of descent and distribution. Shares of common stock acquired by a permissible transferee will continue\nto be subject to the terms of the 2023 Incentive Plan and the applicable award agreement.\n\n \n\n*Term*\n\n \n\nAwards under the 2023 Incentive\nPlan may not be made after January 1, 2034, but awards granted prior to such date may extend beyond that date. We may seek stockholder\nreapproval of the performance goals in the 2023 Incentive Plan. If such stockholder approval is obtained, on or after the first stockholders’\nmeeting in the fifth year following the year of the last stockholder approval of the performance goals in the 2023 Incentive Plan, awards\nunder the 2023 Incentive Plan may be based on such performance goals in order to qualify for the “performance-based compensation”\nexception under Section 162(m).\n\n \n\n*Amendment and termination*\n\n \n\nSubject to the rules referred\nto in the balance of this paragraph, our Board or the Administrator (to the extent permitted by law) may at any time amend, in whole or\nin part, any or all of the provisions of the 2023 Incentive Plan, or suspend or terminate it entirely, retroactively or otherwise. Except\nas required to comply with applicable law, no such amendment, suspension or termination may reduce the rights of a participant with respect\nto awards previously granted without the consent of such participant. In addition, without the approval of stockholders, no amendment\nmay be made that would: increase the aggregate number of shares of common stock that may be issued under the 2023 Incentive Plan; increase\nthe maximum individual participant share limitations for a fiscal year or year of a performance period; change the classification of individuals\neligible to receive awards under the 2023 Incentive Plan; extend the maximum term of any option; reduce the exercise price of any option\nor SAR or cancel any outstanding “in-the-money” option or SAR in exchange for cash; substitute any option or SAR in exchange\nfor an option or SAR (or similar other award) with a lower exercise price; alter the performance goals; or require stockholder approval\nin order for the 2023 Incentive Plan to continue to comply with Section 162(m) or Section 422 of the Code.\n\n \n\n*Federal income tax implications\nof the 2023 Incentive Plan*\n\n \n\nThe federal income tax consequences\narising with respect to awards granted under the 2023 Incentive Plan will depend on the type of award. From the recipients’ standpoint,\nas a general rule, ordinary income will be recognized at the time of payment of cash, or delivery of actual shares. Future appreciation\non shares held beyond the ordinary income recognition event will be taxable at capital gains rates when the shares are sold. We, as a\ngeneral rule, will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the recipient,\nand we will not be entitled to any tax deduction in respect of capital gain income recognized by the recipient. Exceptions to these general\nrules may arise under the following circumstances: (i) if shares, when delivered, are subject to a substantial risk of forfeiture by reason\nof failure to satisfy any employment or performance-related condition, ordinary income taxation and our tax deduction will be delayed\nuntil the risk of forfeiture lapses (unless the recipient makes a special election to ignore the risk of forfeiture); (ii) if an employee\nis granted an ISO, no ordinary income will be recognized, and we will not be entitled to any tax deduction, if shares acquired upon exercise\nof the ISO are held longer than the later of one year from the date of exercise and two years from the date of grant; (iii) for awards\ngranted after the reliance period, we may not be entitled to a tax deduction for compensation attributable to awards granted to one of\nour Named Executive Officers (other than our Chief Financial Officer), if and to the extent such compensation does not qualify as “performance-based”\ncompensation under Section 162(m), and such compensation, along with any other non-performance-based compensation paid in the same calendar\nyear, exceeds $1 million; and (iv) an award may be taxable at 20% above ordinary income tax rates at the time it becomes vested, even\nif that is prior to the delivery of the cash or stock in settlement of the award, if the award constitutes “deferred compensation”\nunder Section 409A of the Code, and the requirements of Section 409A of the Code are not satisfied. The foregoing provides only a general\ndescription of the application of federal income tax laws to certain awards under the Incentive Plans, and is not intended as tax guidance\nto participants in the Incentive Plans, as the tax consequences may vary with the types of awards made, the identity of the recipients\nand the method of payment or settlement. This summary does not address the effects of other federal taxes (including possible “golden\nparachute” excise taxes) or taxes imposed under state, local, or foreign tax laws.\n\n \n\n13 \n\n \n\n \n\n*New 2023 Incentive Plan\nBenefits*\n\n \n\nThe number of awards that\nwill be received by or allocated to the Company’s executive officers, directors, employees, and consultants under the 2023 Incentive\nPlan if the amendment is approved by stockholders is undeterminable because the awards under the 2023 Incentive Plan are discretionary.\n\n \n\n**Vote Required and Board’s Recommendation**\n\n \n\nThe affirmative vote of a\nmajority of the voting power of the shares of common stock present in person, or represented by proxy, and entitled to vote at the Annual\nMeeting is required to ratify the 2023 Incentive Plan. Abstentions will be treated as shares present and entitled to vote and will therefore\nhave the same effect as a vote against this proposal.\n\n \n\nIf your shares are held in\n“street name” by a broker, bank or other nominee, your broker, bank or other nominee does not have authority to vote your\nunvoted shares held by the firm on this proposal. As a result, any shares not voted by you will be treated as a broker non-vote. Such\nbroker non-votes will have no effect on the results of the vote on Proposal No. 3.\n\n \n\n**The board of directors\nrecommends voting “FOR” Proposal No. 3 to approve the 2023 Ascent Solar Technologies, Inc. Equity Incentive Plan.**\n\n** **\n\n14 \n\n \n\n \n\n**PROPOSAL 4 – NON-BINDING ADVISORY VOTE\nTO APPROVE EXECUTIVE COMPENSATION**\n\n \n\n**Overview**\n\n \n\nSection 14A of the Securities\nExchange Act requires public companies to conduct a separate stockholder advisory vote on executive compensation as disclosed in the Executive\nCompensation section of the annual proxy statement. While this advisory vote, commonly referred to as a “say-on-pay” vote,\nis non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding\nour executive compensation programs.\n\n \n\nWe urge stockholders to carefully\nread the Executive Compensation section of this proxy statement, which describes the executive compensation paid to our executive officers.\nOur Board and our Compensation Committee believe that the compensation paid to our executive officers is effective in achieving our compensation\nobjectives.\n\n \n\nIn accordance with Section\n14A of the Securities Exchange Act, we are asking stockholders to approve the following advisory resolution at the 2026 Annual Meeting:\n\n \n\n“RESOLVED,\nthat the stockholders of Ascent Solar Technologies, Inc. approve, on an advisory basis, the compensation of the Company's executive officers\nas disclosed in the Executive Compensation section of the Proxy Statement for the Company's 2026 Annual Meeting.”\n\n \n\n**Vote Required and Board Recommendation**\n\n \n\nThe affirmative vote of a\nmajority of the voting power of the shares power present in person or by proxy will be required to approve the resolution.\n\n \n\n**The Board recommends that\nstockholders vote “FOR” Proposal No. 4 to approve, on an advisory basis, the compensation of the Company’s executive\nofficers.**\n\n****\n\n** **\n\n**PROPOSAL 5 – ADJOURNMENT PROPOSAL**\n\n** **\n\nStockholders are being asked\nto authorize the holder of any proxy solicited by the Board of Directors to vote in favor of granting discretionary authority to the Board\nof Directors to adjourn the Annual Meeting to another time and place for the purpose of soliciting additional proxies. If the stockholders\napprove this proposal, the Board of Directors could adjourn the Annual Meeting and any adjourned session of the Annual Meeting and use\nthe additional time to solicit additional proxies, including the solicitation of proxies from stockholders who have previously voted.\n\n \n\nThis Adjournment Proposal\nwill be presented to stockholders at the Annual Meeting to seek their approval of an adjournment to another time or place, if necessary\nor appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the proposals\nbeing considered at the Annual Meeting or to constitute a quorum.\n\n \n\nIf, at the Annual Meeting,\nthe number of shares present or represented and voting to approve the presented proposals is not sufficient to approve the proposals or\nif a quorum is not present, the Board of Directors currently intends to move to adjourn the Annual Meeting to enable the Board of Directors\nto solicit additional proxies for the approval of the proposals.\n\n \n\n**Required Vote of Stockholders**\n\n** **\n\nThe approval of Proposal 6\nrequires that holders of a majority of the voting power of the shares present in person or by proxy at the Annual Meeting and entitled\nto vote thereon vote “FOR” Proposal 5.\n\n \n\n**Recommendation of our Board of Directors**\n\n** **\n\n**THE BOARD OF DIRECTORS\nUNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF THE ADJOURNMENT PROPOSAL.**\n\n \n\n** **\n\n15 \n\n \n\n \n\n \n\n**CORPORATE GOVERNANCE**\n\n**Overview**\n\n \n\nOur Bylaws provide that the\nsize of our Board of Directors is to be determined from time to time by resolution of the Board of Directors, but shall consist of at\nleast two and no more than nine members. Our Board of Directors currently consists of five members. The Board has determined that the\nfollowing directors are “independent” as required by the listing standards of the Nasdaq Capital Market and by our corporate\ngovernance guidelines: Mr. Peterson, Mr. Reynolds, Mr. Berezovsky and Mr. Thompson.\n\n \n\nOur Certificate of Incorporation\nprovides that the Board of Directors will be divided into three classes. Forrest Reynolds and Louis Berezovsky serve as Class A directors\nwith terms expiring in 2026, Gregory Thompson and Paul Warley serve as Class B directors with terms expiring in 2028, and David Peterson\nserves as a Class C director with a term expiring in 2027. Upon the recommendation of the Nominating and Governance Committee, the Board\nhas nominated each of Mr. Reynolds and Mr. Berezovsky for election as a Class A director to serve a term that would expire in 2029.\n\n \n\n**Board Leadership Structure and Role in Risk\nOversight**\n\n \n\nOur current Chief Executive\nOfficer, Paul Warley, is a member of our Board. Our Board does not have a formal policy regarding separation of the Chairman and Chief\nExecutive Officer roles, and the Board may in the future decide to implement such a policy if it deems it in the best interests of us\nand our stockholders.\n\n \n\nOur corporate governance\nguidelines provide that unless the board chair is an independent director, the board shall appoint a Lead Independent Director. The Lead\nIndependent Director chairs the executive sessions of the independent directors, coordinates the activities of the other independent directors\nand performs such other duties as deemed necessary by the board from time to time. Our Chairman is independent and as such, no Lead Independent\nDirector has been appointed.\n\n \n\nRisk is inherent with every\nbusiness, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk,\ninterest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day\nmanagement of risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management.\nIn its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed\nand implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board meets regularly with management\nto discuss strategy and the risks we face. In addition, the Audit Committee regularly monitors our enterprise risk, including financial\nrisks, through reports from management. Senior management attends the Board meetings and is available to address any questions or concerns\nraised by the Board on risk management and any other matters. The Chairman of the Board and independent members of the Board work together\nto provide strong, independent oversight of our management and affairs through the Board’s standing committees and, when necessary,\nexecutive sessions of the independent directors.\n\n \n\n**Committees of the Board of Directors**\n\n \n\nOur Board has three standing\ncommittees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. Each committee operates pursuant\nto a charter. The charters of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee can be found\non the “Investor” page of our website, www.ascentsolar.com.\n\n \n\n**Audit Committee.**Our\nAudit Committee oversees our accounting and financial reporting processes, internal systems of accounting and financial controls, relationships\nwith independent auditors, and audits of financial statements. Specific responsibilities include the following:\n\n \n\n•\n \nselecting, hiring and terminating our independent auditors;\n\n•\n \nevaluating the qualifications, independence and performance of our independent auditors;\n\n•\n \napproving the audit and non-audit services to be performed by our independent auditors;\n\n•\n \nreviewing the design, implementation, adequacy and effectiveness of our internal controls and critical accounting policies;\n\n•\n \nreviewing and monitoring the enterprise risk management process;\n\n•\n \noverseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;\n\n•\n \nreviewing, with management and our independent auditors, any earnings announcements and other public announcements regarding our results of operations; and\n\n•\n \npreparing the report that the SEC requires in our annual proxy statement.\n\n \n\n \n\n16 \n\n \n\n \n\nOur Audit Committee is comprised\nof Mr. Reynolds, Mr. Berezovsky, and Mr. Thompson. Mr. Berezovsky serves as Chairman of the Audit Committee. The Board has determined\nthat all members of the Audit Committee are independent under the Nasdaq Rules and the Company’s Audit Committee charter. Further,\nMr. Berezovsky qualifies as an “audit committee financial expert,” as defined by the rules of the SEC, and has past employment\nexperience in finance and accounting and the requisite professional certificate as required by the Nasdaq Rules.\n\n \n\n**Compensation Committee.**Our Compensation Committee assists our Board in determining the development plans and compensation of our officers, directors\nand employees. Specific responsibilities include the following:\n\n \n\n•\n \napproving the compensation and benefits of our executive officers;\n\n•\n \nreviewing the performance objectives and actual performance of our officers; and\n\n•\n \nadministering our stock option and other equity compensation plans.\n\n \n\nThe Compensation Committee\nreviews all components of compensation including base salary, bonus, equity compensation, benefits and other perquisites. In addition\nto reviewing competitive market values, the Compensation Committee also examines the total compensation mix, pay-for-performance relationship\nand how all elements, in the aggregate, comprise the executives’ total compensation package. The CEO makes recommendations to the\nCompensation Committee from time to time regarding the appropriate mix and level of compensation for other officers. Those recommendations\nconsider the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee.\nThe Compensation Committee may determine director compensation by reviewing peer group data. Although the Compensation Committee has the\nauthority to retain outside third parties, it does not currently utilize any outside consultants. The Compensation Committee may delegate\ncertain of its responsibilities, as it deems appropriate, to other committees or officers.\n\n \n\nOur Compensation Committee\nis comprised of Mr. Peterson, Mr. Thompson and Mr. Reynolds. Mr. Reynolds serves as Chairman of the Compensation Committee.\n\n \n\nOur Board has determined\nthat all members of the Compensation Committee are independent under the Nasdaq Rules and the Company’s Compensation Committee charter.\n\n \n\n**Nominating and Governance\nCommittee.**   Our Nominating and Governance Committee assists our Board by identifying and recommending individuals qualified\nto become members of our Board, reviewing correspondence from our stockholders, and establishing, evaluating and overseeing our corporate\ngovernance guidelines. Specific responsibilities include the following:\n\n \n\n•\n \nevaluating the composition, size and governance of our Board and its committees and making recommendations regarding future planning and the appointment of directors to our committees;\n\n•\n \nestablishing a policy for considering stockholder nominees for election to our Board; and\n\n•\n \nevaluating and recommending candidates for election to our Board.\n\n \n\nOur Nominating and Governance\nCommittee is comprised of Mr. Berezovsky, Mr. Thompson and Mr. Peterson. Mr. Thompson serves as Chairman of our Nominating and Governance\nCommittee. Our Board has determined that all members of the Nominating and Governance Committee are independent under the Nasdaq Rules\nand the Company’s respective charter.\n\n \n\nWhen considering potential\ndirector candidates for nomination or election, the following characteristics are considered in accordance with our Nominating and Governance\nCommittee Charter:\n\n \n\n•\n \nhigh standard of personal and professional ethics, integrity and values;\n\n•\n \ntraining, experience and ability at making and overseeing policy in business, government and/or education sectors;\n\n•\n \nwillingness and ability to keep an open mind when considering matters affecting interests of us and our constituents;\n\n•\n \nwillingness and ability to devote the time and effort required to effectively fulfill the duties and responsibilities related to the Board and its committees;\n\n•\n \nwillingness and ability to serve on the Board for multiple terms, if nominated and elected, to enable development of a deeper understanding of our business affairs;\n\n•\n \nwillingness not to engage in activities or interests that may create a conflict of interest with a director’s responsibilities and duties to us and our constituents; and\n\n•\n \nwillingness to act in the best interests of us and our constituents, and objectively assess Board, committee and management performances.\n\n \n\n \n\n17 \n\n \n\n \n\nIn addition, in order to\nmaintain an effective mix of skills and backgrounds among the members of our Board, the following characteristics also may be considered\nwhen filling vacancies or identifying candidates:\n\n \n\n•\n \ndiversity (e.g., age, geography, professional, other);\n\n•\n \nprofessional experience;\n\n•\n \nindustry knowledge (e.g., relevant industry or trade association participation);\n\n•\n \nskills and expertise (e.g., accounting or financial);\n\n•\n \npublic company board and committee experience;\n\n•\n \nnon-business-related activities and experience (e.g., academic, civic, public interest);\n\n•\n \ncontinuity (including succession planning);\n\n•\n \nsize of the Board;\n\n•\n \nnumber and type of committees, and committee sizes; and\n\n•\n \nlegal and other applicable requirements and recommendations, and other corporate governance-related guidance regarding Board and committee composition.\n\n \n\nThe Nominating and Governance\nCommittee will consider candidates recommended by stockholders who follow the nomination procedures in our Bylaws. The Nominating and\nGovernance Committee does not have a formal policy with respect to diversity; however, as noted above, the Board and the Nominating and\nGovernance Committee believe that it is essential that Board members represent diverse viewpoints.\n\n \n\n**Number of Meetings**\n\n** **\n\nThe\nBoard held a total of 17 meetings in 2025. Our Audit Committee held four meetings, our Compensation Committee held one meeting, and our\nNominating and Governance Committee held one meeting in 2025. Each director attended at least 75% of the aggregate of the total number\nof meetings of the Board and the Board committees on which he served.\n\n \n\n**Board Member Attendance at Annual Stockholder\nMeetings**\n\n** **\n\nAlthough we do not have a\nformal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these annual meetings absent\nextenuating circumstances. We held our 2025 annual meeting on May 29, 2025.\n\n \n\n**Stockholder Nominations**\n\n** **\n\nIn accordance with our Bylaws,\na stockholder wishing to nominate a director for election at an annual or special meeting of stockholders must timely submit a written\nproposal of nomination to us at our executive offices. To be timely, a written proposal of nomination for an annual meeting of stockholders\nmust be received at least 90 calendar days but no more than 120 calendar days before the first anniversary of the date on which we held\nour annual meeting of stockholders in the immediately preceding year; *provided, however*, that in the event that the date of the\nannual meeting is advanced or delayed more than 30 calendar days from the anniversary of the annual meeting of stockholders in the immediately\npreceding year, the written proposal must be received: (i) at least 90 calendar days but no more than 120 calendar days prior to the date\nof the annual meeting; or (ii) no more than 10 days after the date we first publicly announce the date of the annual meeting. A written\nproposal of nomination for a special meeting of stockholders must be received no earlier than 120 calendar days prior to the date of the\nspecial meeting nor any later than the later of: (i) 90 calendar days prior to the date of the special meeting; and (ii) 10 days after\nthe date we first publicly announce the date of the special meeting.\n\n \n\nEach written proposal for\na nominee must contain: (i) the name, age, business address and telephone number, and residence address and telephone number of the nominee;\n(ii) the current principal occupation or employment of each nominee, and the principal occupation or employment of each nominee for the\nprior ten (10) years; (iii) a complete list of companies, whether publicly traded or privately held, on which the nominee serves (or,\nduring any of the prior ten (10) years, has served) as a member of the board of directors; (iv) the number of shares of our common stock\nthat are owned of record and beneficially by each nominee; (v) a statement whether the nominee, if elected, intends to tender, promptly\nfollowing such person’s failure to receive the required vote for election or reelection at the next meeting at which the nominee\nwould face election or reelection, an irrevocable resignation effective upon acceptance of such resignation by the Board; (vi) a completed\nand signed questionnaire, representation and agreement relating to voting agreements or commitments to which the nominee is a party; (vii)\nother information concerning the nominee that would be required in a proxy statement soliciting the nominee’s election; and (viii)\ninformation about, and representations from, the stockholder making the nomination.\n\n \n\nA stockholder interested\nin submitting a nominee for election to the Board of Directors should refer to our Bylaws for additional requirements. Upon receipt of\na written proposal of nomination meeting these requirements, the Nominating and Governance Committee of the Board will evaluate the nominee\nin accordance with its charter and the characteristics listed above.\n\n \n\n**Compensation Committee Interlocks and Insider\nParticipation**\n\n** **\n\nNone\nof the current members of our compensation committee has ever been an executive officer or employee of ours. None of our executive officers\ncurrently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other\nentity that has one or more executive officers serving as a member of our board of directors or compensation committee.\n\n \n\n \n\n18 \n\n \n\n \n\n**Director Compensation**\n\n \n\nCurrently, each of our non-executive\ndirectors, consisting of Mr. Berezovsky, Mr. Thompson, Mr. Peterson and Mr. Reynolds, receive an annual retainer of $75,000 in cash. The\nCompany can also issue equity awards including restricted stock units and stock options, to our non-executive directors.  We\ndo not provide any perquisites to directors.\n\n \n\nThe following Director Compensation\nTable summarizes the compensation of each of our non-employee directors for services rendered to us during the year ended December 31,\n2025:\n\n \n\n**2025 Director Compensation Table**\n\n \n\nName \nFees Earned\nor Paid in\nCash ($)  \nStock Awards\n($)(1)  \nOption Awards\n($)(2)  \nAll Other\nCompensation ($)(3)  \nTotal ($) \n\nForrest Reynolds \n 75,000  \n —  \n 34,800  \n —  \n 109,800 \n\nLouis Berezovsky \n 75,000  \n —  \n 34,800  \n —  \n 109,800 \n\nGregory Thompson \n 75,000  \n —  \n 34,800  \n —  \n 109,800 \n\nDavid Peterson \n 75,000  \n —  \n 37,120  \n —  \n 112,120 \n\nPaul Warley (4) \n —  \n —  \n —  \n —  \n — \n\n \n\n \n\n(1)None.\n\n(2)Mr. Berezovsky, Mr. Thompson, Mr. Peterson and Mr. Reynolds received an\nequity grant of 30,000, 30,000, 32,000, and 30,000 Options, respectively, in June, 2025. The Options were valued at $1.16 per Option,\nwhich represent their fair value at grant date. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and\nthe remaining third will vest on May 29, 2027. \n\n(3)None.\n\n(4)Paul Warley was elected to the Company’s board of directors in December,\n2023. As an executive officer of the Company, he will not receive separate compensation for his board service.\n\n \n\nIn addition to the fees\nlisted above, we reimburse the directors for travel expenses submitted to us related to their attendance at meetings of the Board or its\ncommittees or performing their duties as directors. The directors did not receive any other compensation or personal benefits.\n\n \n\n**Code of Ethics**\n\n \n\nWe have adopted a code of\nethics that applies to our principal executive officer, principal financial officer, principal accounting officer and other senior finance\nand accounting staff. The code is designed to, among other things, deter wrongdoing and to promote the honest and ethical conduct of our\nofficers and employees. The text of our code of ethics can be found on our Internet website at www.ascentsolar.com. If we effect an amendment\nto, or waiver from, a provision of our code of ethics, we intend to satisfy our disclosure requirements by posting a description of such\namendment or waiver on that Internet website or via a current report on Form 8-K.\n\n \n\n**Policy on Trading, Pledging and Hedging of Company Stock**\n\n \n\nCertain transactions in our\nsecurities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk\nor could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or\npledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the\nrisk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted\nto trade in Company securities. Our insider trading policy expressly prohibits derivative transactions of our stock by our executive officers\nand directors.\n\n \n\n**Compensation Clawback Policy**\n\n \n\nThe Company established a\npolicy regarding the recoupment of certain performance-based compensation payments (“Clawback Policy”), which became effective\nas of December 1, 2023. This policy is included as Exhibit 97 in our Annual Report for the year ended December 31, 2023 filed on February\n21, 2024.\n\n \n\n19 \n\n \n\n \n\nThe Audit Committee of the\nCompany determined that no performance-based compensation (or the vesting of such compensation) within the prior three years was based\nupon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange\nCommission (“SEC”), and therefore had no obligation, pursuant to the Company’s Clawback Policy, to recover erroneously\npaid or awarded compensation.\n\n \n\n**Rule 10b5-1 Sales Plans** \n\n \n\nOur policy governing transactions\nin our securities by directors, officers, and employees permits our officers, directors, and certain other persons to enter into trading\nplans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over\nthe transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession\nof material non-public information. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously\nwith, or immediately after significant events involving our company.  During 2025, none of our directors or executive officers had\na Rule 10b5-1 in effect.\n\n \n\n \n\n**Equity Grant Timing**\n\n \n\nThe Company does not determine\nthe timing or terms of equity awards, including stock options or similar awards whose exercise price is related to the market value of\nour common stock, in connection with the release of material nonpublic information that is likely to result in changes to the price of\nour common stock, such as a significant positive or negative earnings announcement, and we do not time the public release of such information\nbased on stock option or other equity award grant dates. During fiscal year 2025, there were no equity awards granted to any of our named\nexecutive officers within either four business days before or one business day after the filing of our Annual Report on Form 10-K, our\nQuarterly Reports on Form 10-Q, and any Current Report on Form 8-K that contained any material nonpublic information.\n\n \n\n**Communication with the Board of Directors**\n\n \n\nStockholders may communicate\nwith the Board by sending correspondence to our Chairman, c/o the Corporate Secretary, at our corporate address on the cover of this Form\n10-K. It is our practice to forward all such correspondence to our Chairman, who is responsible for determining whether to relay the correspondence\nto the other members of the Board.\n\n \n\n \n\n**EXECUTIVE COMPENSATION**\n\n** **\n\n**Compensation of Executive Officers in 2025**\n\n** **\n\nThis section provides an\noverview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during 2025,\nand up to two of our next most highly compensated executive officers in respect of their service to our Company for 2025. Our named executive\nofficers, or the Named Executive Officers, for the year ended December 31, 2025, are:\n\n \n\n·Paul Warley, our CEO;\n\n·Jin Jo, our CFO; and\n\n·Bobby Gulati, our COO\n\n \n\nThe following Summary\nCompensation Table sets forth certain information regarding the compensation of our Named Executive Officers for services rendered in\nall capacities to us during the years ended December 31, 2025 and 2024.\n\n \n\n20 \n\n \n\n**Summary Compensation\nTable**\n\n \n\nName and Principal\nPosition \nYear  \nSalary\n($)  \nBonus\n($)  \nStock\n\nAwards\n($)  \nOption\n\nAwards\n($)  \nAll\nOther\nComp ($)  \nTotal\n($) \n\nPaul Warley -\n   Chief Executive\n   Officer (1) \n 2025  \n 450,000  \n 40,000  \n —  \n 121,800  \n 3,100  \n 614,900 \n\n  \n 2024  \n 430,800  \n 85,000  \n 165,550  \n 97,525  \n —  \n 778,875 \n\nJin Jo -\n   Chief Financial\n   Officer (2) \n 2025  \n 224,600  \n 40,000  \n —  \n 55,100  \n —  \n 319,700 \n\n  \n 2024  \n 243,500  \n 60,000  \n 32,725  \n 47,725  \n —  \n 383,950 \n\nBobby Gulati -\n   Chief Operating\n   Officer (3) \n 2025  \n 254,500  \n 40,000  \n —  \n 55,100  \n —  \n 349,600 \n\n  \n 2024  \n 234,200  \n 30,000  \n 32,725  \n 47,725  \n —  \n 344,650 \n\n \n\n(1)Mr. Warley's May 2023 CEO employment agreement provides for an annual base\nsalary of $400,000 (increased to $450,000 in May 2024) and he received a one-time bonus of $40,000 and $85,000 in 2025 and 2024, respectively.\nIn 2025, Mr. Warley was awarded 105,000 stock options valued at $1.16 per option, which represent their fair value at grant date. A third\nof these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on May 29, 2027. The Company\nalso paid $3,100 in Mr. Warley's life insurance premiums.\n\n \n\nIn 2024, Mr. Warley was awarded 2,150\nrestricted stock units (\"RSU\"), valued at $77 per RSU, which represent their grant date fair value and 23,500 stock options,\nvalued at $4.15 per option, which represent their grant date fair value. One third of the RSUs vested on March 31, 2024 and the remaining\nunvested RSUs vested pro rata on January 1, 2025 and January 1, 2026. One third of these options vested on September 15, 2024.  The\nremaining unvested options will vest pro rata annually on over the next two years. \n\n \n\n(2)Ms. Jo was appointed CFO in May 2023. Ms. Jo's employment agreement provides\nan annual base salary of $225,000 (increased to $255,000 in May 2024) and she received a one-time bonus of $40,000 and $60,000 in 2025\nand 2024, respectively. In 2025, Ms. Jo was awarded 47,500 stock options valued at $1.16 per option, which represent their fair value\nat grant date. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on\nMay 29, 2027.\n\n \n\nIn 2024, Ms. Jo was awarded 425 RSUs,\nvalued at $77 per RSU, which represent their grant date fair value and 11,500 stock options, valued at $4.15 per option, which represent\ntheir grant date fair value. One third of the RSUs vested on March 31, 2024 and the remaining unvested RSUs vested pro rata on January\n1, 2025 and January 1, 2026. One third of these options vested on September 15, 2024.  The remaining unvested options will vest pro\nrata annually on over the next two years. \n\n \n\n(3)Mr. Gulati was appointed COO in May 2023. Mr. Gulati's employment agreement\nprovides an annual base salary of $225,000 (increased to $240,000 in May 2024, and increased to $255,000 in January 2025) and was paid\na one-time bonus of $40,000 and $30,000 in 2025 and 2024, respectively.  In 2025, Mr. Gulati was awarded 47,500 stock options valued\nat $1.16 per option, which represent their fair value at grant date. A third of these Options vested on June 20, 2025, a third will vest\non May 28, 2026 and the remaining third will vest on May 29, 2027.\n\n \n\nIn 2024, Mr. Gulati was awarded 425\nRSUs, valued at $77 per RSU, which represent their grant date fair value and 11,500 stock options, valued at $4.15 per option, which represent\ntheir grant date fair value. One third of the RSUs vested on March 31, 2024 and the remaining unvested RSUs vested pro rata on January\n1, 2025 and January 1, 2026. One third of these options vested on September 15, 2024.  The remaining unvested options will vest pro\nrata annually on over the next two years. \n\n \n\n21 \n\n \n\n \n\n**Executive Employment Agreements**\n\n \n\n*Paul Warley*\n\n \n\nOn December 31, 2025, the\nCompany entered into a new CEO employment agreement (the \"2025 CEO Agreement\") with Mr. Warley, effective January 1, 2026. The\n2025 CEO Agreement was entered into to replace the prior 2023 agreement which expired on December 31, 2025. Under the 2025 CEO Agreement,\nMr. Warley will receive an annual base salary of $450,000 and will be eligible for a discretionary\nannual incentive bonus of up to 150% of this base salary if the targets are achieved. Additionally, if the Company terminates Mr. Warley\nwithout cause or following a change in control or Mr. Warley terminates employment for good reason, Mr. Warley will be entitled to receive (i)\n24 months of base salary, (ii) 12 months of paid health insurance under COBRA, and (iii) full vesting acceleration of any outstanding\nstock options or other equity incentives. Mr. Warley will also receive a moving allowance of up to $30,000 if he relocates his primary\nresidence to Colorado and the Company will purchase a $1 million life insurance policy that designates his spouse as the beneficiary.\n\n \n\nUnder these employment agreements,\nMr. Warley is required to maintain the confidentiality of the Company’s proprietary information. The employment agreements also\nincludes customary non-competition and non-solicitation provisions that Mr. Warley must comply with for a period of 12 months after termination\nof his employment with the Company.\n\n \n\n*Jin Jo*\n\n \n\nOn December 31, 2025, the\nCompany entered into a new CFO employment agreement (the \"2025 CFO Agreement\") with Ms. Jo, effective January 1, 2026. The 2025\nCFO Agreement was entered into to replace the prior 2023 agreement which expired on December 31, 2025. Under the 2025 CFO Agreement, Ms.\nJo will receive an annual base salary of $255,000 and will be eligible for a discretionary annual incentive bonus of up to 100% of this\nbase salary if the targets are achieved. Additionally, if the Company terminates Ms. Jo without cause or following a change in control\nor Ms. Jo terminates employment for good reason, Ms. Jo will be entitled to receive (i) 12 months of base salary, (ii) 12 months of paid\nhealth insurance under COBRA, and (iii) full vesting acceleration of any outstanding stock options or other equity incentives.\n\n \n\nUnder these employment agreements,\nMs. Jo is required to maintain the confidentiality of the Company’s proprietary information. The employment agreements also includes\ncustomary non-competition and non-solicitation provisions that Ms. Jo must comply with for a period of 12 months after termination of\nhis employment with the Company.\n\n \n\n*Bobby Gulati*\n\n \n\nOn December 31, 2025, the\nCompany entered into a new COO employment agreement (the \"2025 COO Agreement\") with Mr. Gulati, effective January 1, 2026. The\n2025 COO Agreement was entered into to replace the prior 2023 agreement which expired on December 31, 2025. Under the 2025 COO Agreement,\nMr. Gulati will receive an annual base salary of $255,000 and will be eligible for a discretionary annual incentive bonus of up to 100%\nof this base salary if the targets are achieved. Additionally, if the Company terminates Mr. Gulati without cause or following a change\nin control or Mr. Gulati terminates employment for good reason, Mr. Gulati will be entitled to receive (i) 12 months of base salary, (ii)\n12 months of paid health insurance under COBRA, and (iii) full vesting acceleration of any outstanding stock options or other equity incentives.\n\n \n\nUnder these employment agreements,\nMr. Gulati is required to maintain the confidentiality of the Company’s proprietary information. The employment agreements also\nincludes customary non-competition and non-solicitation provisions that Mr. Gulati must comply with for a period of 12 months after termination\nof his employment with the Company.\n\n \n\n \n\n****\n\n22 \n\n \n\n**Outstanding Equity Awards\nat Fiscal Year-End 2025**\n\n \n\nThe following table sets\nforth information concerning the outstanding equity awards granted to the named executive officer as of December 31, 2025.\n\n \n\n  \n **Option Awards**\n **Stock Awards** \n\nName \n **Number\nof Securities Underlying Unexercised Options (#) Exerciseable**  \n **Number\nof Securities Underlying Unexercised Options (#) Unexerciseable**  \n **Option\nExercise Price ($/sh)**  \nOption\n\nExpiration\nDate \n **Number\nof Shares or Units of Stock That Have Not Vested (#)**  \n **Market\nValue of Shares or Units of Stock That Have Not Vested ($)** \n\nPaul Warley (1) \n 15,667  \n 12,833  \n$4.15  \n8/20/34 \n 716  \n 2,943 \n\n  \n 35,000  \n 70,000  \n 1.63  \n6/1/35 \n    \n   \n\n  \n 50,667  \n 82,833  \n    \n  \n    \n   \n\nJin Jo (2) \n 3,834  \n 7,666  \n 4.15  \n8/20/34 \n 141  \n 580 \n\n  \n 15,834  \n 31,666  \n 1.63  \n6/1/35 \n    \n   \n\n  \n 19,668  \n 39,332  \n    \n  \n    \n   \n\nBobby Gulati (3) \n 3,834  \n 7,666  \n 4.15  \n8/20/34 \n 141  \n 580 \n\n  \n 15,834  \n 31,666  \n 1.63  \n6/1/35 \n    \n   \n\n  \n 19,668  \n 39,332  \n    \n  \n    \n   \n\n** **\n\n(1)In January 2024, Mr. Warley received an equity grant of 2,150 RSUs valued\nat the grant date fair value of $77 per RSU. A third of these RSUs vested on March 31, 2024, a third vested on January 1, 2025 and the\nremaining third will vest on January 1, 2026. In August 2024, Mr. Warley received an equity grant of 23,500 Options valued at the grant\ndate fair value of $4.15 per Option. A third of these Options vested on September 15, 2024, a third will vest on August 21, 2025 and the\nremaining third will vest on August 21, 2026.  In June 2025, Mr. Warley received an equity grant of 105,000 Options valued at the\ngrant date fair value of $1.16 per Option. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the\nremaining third will vest on May 29, 2027. \n\n   \n\n(2)In January 2024, Ms. Jo received an equity grant of 425 RSUs valued at the\ngrant date fair value of $77. A third of these RSUs vested on March 31, 2024, a third vested on January 1, 2025 and the remaining third\nwill vest on January 1, 2026. In August 2024, Ms. Jo received an equity grant of 11,500 Options valued at the grant date fair value of\n$4.15 per Option. A third of these Options vested on September 15, 2024, a third will vest on August 21, 2025 and the remaining third\nwill vest on August 21, 2026. In June 2025, Ms. Jo received an equity grant of 47,500 Options valued at the grant date fair value of $1.16\nper Option. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on May\n29, 2027.  \n\n   \n\n(3)In January 2024, Mr. Gulati received an equity grant of 425 RSUs valued\nat the grant date fair value of $77. A third of these RSUs vested on March 31, 2024, a third vested on January 1, 2025 and the remaining\nthird will vest on January 1, 2026. In August 2024, Mr. Gulati received an equity grant of 11,500 Options valued at the grant date fair\nvalue of $4.15 per Option. A third of these Options vested on September 15, 2024, a third will vest on August 21, 2025 and the remaining\nthird will vest on August 21, 2026. In June 2025, Mr. Gulati received an equity grant of 47,500 Options valued at the grant date fair\nvalue of $1.16 per Option. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third\nwill vest on May 29, 2027.  \n\n \n\n \n\n23 \n\n \n\n**Equity Compensation Plan Information**\n\n \n\nThe following table provides certain information\nas of December 31, 2025, with respect to all of our equity compensation plans in effect on that date:\n\n** **\n\nPlan\nCategory \nNumber\nof Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)  \nWeighted-Average\nExercise Price of Outstanding Options, Warrants and Rights  \nNumber\nof Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) \n\nEquity Compensation Plans Approved by Stockholders (1) \n 621,184  \n$2.15  \n 34,482 \n\nEquity Compensation Plans Not Approved by Stockholders (2)\n \n 9  \n —  \n —  \n\n \n\n(1)Consists of stock\noptions granted under the Ascent Solar Technologies, Inc. 2023 Equity Incentive Plan, as amended.\n\n(2)\nIn\n2022, Mr. Warley received an inducement grant of restricted stock units (RSUs) made outside\nof a stockholder approved plan, in reliance upon the “inducement grant” exception\nprovided for in the Nasdaq listing rules.  A portion of these RSUs remained unsettled\nas of December 31, 2025.  RSUs represent a contingent right to receive shares of Company\ncommon stock upon vesting and do not have any related per share exercise price.\n\n \n\nThe Company’s 2023 Equity Incentive Plan\nbecame effective upon shareholder approval in December 2023.\n\n \n\nThe Equity Incentive Plan currently has an aggregate\nof 267,593 shares of common stock authorized for issuance, after giving effect to the “evergreen” increase of 233,111 shares\nas of January 1, 2026.\n\n \n\n**Pay-Versus-Performance Table**\n\n \n\nAs required by Section 953(a)\npf the Dodd-Frank Wall Street Reform and Consumer Protection Act and by SEC disclosure rules, we are providing the following information\nbetween executive compensation and certain financial performance of our Company. The following table sets forth information with respect\nto the alignment between our executive compensation and its financial performance.\n\n \n\n   \n    \n    \n    \n    \n    \n    \n   \n\n    \n **Summary Compensation Table Total for PEO**  \n **Compensation Actually Paid to PEO**  \n **Average\nSummary Compensation Table Total for Non-PEO Named Executive**  \n **Average\nCompensation Paid to Non-PEO Named Executive**  \n **Total\nShareholder Return**  \n **Net\nIncome** \n\n **Year**  \n **Paul Warley(1)**  \n **Jeff Max(2)**  \n **Paul Warley(1)**  \n **Jeff Max(2)**  \n **Officers**  \n **Officers**  \n **(“TSR”)**  \n **(Loss)** \n\n 2025  \n$614,900  \n$—  \n$783,609  \n$—  \n$334,650  \n$410,516  \n$125.7  \n$(7,898,699)\n\n 2024  \n 778,875  \n —  \n 618,854  \n —  \n 364,300  \n 324,897  \n 3.8  \n (9,163,575)\n\n 2023  \n 484,600  \n 319,100  \n (370,570) \n (3,692,787) \n 228,600  \n 228,600  \n 0.3  \n (17,069,896)\n\n_________\n\n \n\n1\n \nThe compensation actually paid is adjusted as shown in the following table:\n\n \n\nPaul Warley \n2025  \n2024  \n2023 \n\nTotal Compensation as reported \n$614,900  \n$778,875  \n$484,600 \n\nFair Value of equity awards granted during fiscal year \n (121,800) \n (263,075) \n — \n\nFair Value at fiscal year-end of outstanding and unvested equity awards granted in fiscal year \n 259,700  \n 54,083  \n — \n\nFair Value at vesting of equity awards granted in fiscal year that vested during fiscal year \n 38,500  \n 50,220  \n — \n\nChange in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year \n (9,293) \n (495) \n (248,153)\n\nChange in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year \n 1,602  \n (754) \n (607,018)\n\nDividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year \n —  \n —  \n — \n\nFair value of awards forfeited in current fiscal year determined at end of prior fiscal year \n —  \n —  \n — \n\nCompensation Actually Paid to CEO \n$783,609  \n$618,854  \n$(370,570)\n\n \n\n \n\n24 \n\n \n\n \n\n2\n \nThe compensation actually paid is adjusted as shown in the following table:\n\n \n\nJeff Max \n2025  \n2024  \n2023 \n\nTotal Compensation as reported \n$—  \n$—  \n$319,100 \n\nFair Value of equity awards granted during fiscal year \n —  \n —  \n — \n\nFair Value at fiscal year-end of outstanding and unvested equity awards granted in fiscal year \n —  \n —  \n — \n\nFair Value at vesting of equity awards granted in fiscal year that vested during fiscal year \n —  \n —  \n — \n\nChange in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year \n —  \n —  \n (299,073)\n\nChange in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year \n —  \n —  \n — \n\nDividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year \n —  \n —  \n — \n\nFair value of awards forfeited in current fiscal year determined at end of prior fiscal year \n —  \n —  \n (3,712,814)\n\nCompensation Actually Paid to CEO \n$—  \n$—  \n$(3,692,787)\n\n ** ** \n\n**Relationship Between Pay and Performance**\n\n** **\n\nThe following summarizes\nthe relationship between the Company’s executive Compensation Actually Paid (“CAP”) and applicable financial performance.\n\n \n\n**CAP Versus Company TSR**\n\n \n\nCAP of our PEO and the average\nof non-PEO NEOs increased from the year ended December 31, 2024, when compared to the year ended December 31, 2025. Over the same two-year\nperiod, our cumulative TSR increased, reflecting the same trend between our CAP and our cumulative TSR. This consistency is primarily\na result of granting additional compensation primarily in the form of stock-based compensation to our PEO and our non-PEO NEOs.\n\n \n\nCAP of our PEO and the average\nof non-PEO NEOs increased from the year ended December 31, 2023, when compared to the year ended December 31, 2024. Over the same two-year\nperiod, our cumulative TSR increased, reflecting the same trend between our CAP and our cumulative TSR. This consistency is primarily\na result of granting additional compensation in the form of raises, bonuses and stock-based compensation to our PEO and our non-PEO NEOs.\n\n \n\n**CAP Versus Net Income**\n\n \n\nCAP of our PEO and the average\nof non-PEO NEOs increased from the year ended December 31, 2024, when compared to the year ended December 31, 2025. Net Loss also decreased\nfrom the year ended December 31, 2024, to the year ended December 31, 2025. Compensation is not directly tied to Net Income or Loss within\nour compensation program.\n\n \n\nCAP of our PEO and the average\nof non-PEO NEOs increased from the year ended December 31, 2023, when compared to the year ended December 31, 2024. Net Loss also decreased\nfrom the year ended December 31, 2023, to the year ended December 31, 2024. Compensation is not directly tied to Net Income or Loss within\nour compensation program.\n\n \n\n \n\n25 \n\n \n\n \n\n**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS\nAND MANAGEMENT**\n\n** **\n\nThe following table shows\ninformation regarding the beneficial ownership of our common stock by our directors, executive officers, and greater than 5% beneficial\nowners as of April 27, 2026.\n\n \n\nBeneficial ownership is determined\nin accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment\npower and all shares issuable upon the conversion of convertible securities, the exercise of options, or the vesting of restricted stock\nwithin 60 days of April 27, 2026. For purposes of calculating the percentage of our common stock beneficially owned, the number of shares\nof our common stock includes 9,461,887 shares of our common stock outstanding as of April 27, 2026.\n\n \n\nUnless otherwise indicated,\neach of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned. The address\nfor each director or named executive officer is c/o Ascent Solar Technologies, Inc., 12300 Grant Street, Thornton, Colorado 80241.\n\n \n\nName of Beneficial Owner \nNo. of Shares\nBeneficially\nOwned  \nPercentage \n\nNamed Executive Officers and Directors: \n    \n   \n\nPaul Warley (1) \n 114,819  \n 1.2%\n\nJin Jo (2) \n 44,440  \n * \n\nBobby Gulati (3) \n 42,026  \n * \n\nForrest Reynolds (4) \n 56,880  \n * \n\nLouis Berezovsky (5) \n 38,788  \n * \n\nGregory Thompson  (6) \n 43,517  \n * \n\nDavid Peterson (7) \n 45,780  \n * \n\nAll current directors and executive officers as a group\n   (7 persons) \n 386,250  \n 4.05%\n\n \n\n \n\n* Less than 1.0%\n\n \n\n(1)\n \nMr. Warley’s shares includes (i) 2,683 shares of common stock, (ii) 85,667 shares of common stock underlying stock options exercisable within 60 days of April 27, 2026, (iii) 455 shares issuable upon exercise of common stock warrants, and (iv) 26,014 shares issuable upon conversion of 55 shares of Series 1C preferred stock.  Does not include 43,833 shares of common stock underlying stock options not exercisable within 60 days of April 27, 2026.\n\n \n\n(2)\n \nMs. Jo’s shares includes (i) 376 shares of common stock, (ii) 39,334 shares of common stock underlying stock options exercisable within 60 days of April 27, 2026, and (iii) 4,730 shares issuable upon conversion of 10 shares of Series 1C preferred stock.  Does not include 19,666 shares of common stock underlying stock options not exercisable within 60 days of April 27, 2026.\n\n \n\n(3)\n \nMr. Gulati’s shares includes (i) 327 shares of common stock, (ii) 39,224 shares of common stock underlying stock options exercisable within 60 days of April 27, 2026, and (iii) 2,365 shares issuable upon conversion of 5 shares of Series 1C preferred stock.  Does not include 19,666 shares of common stock underlying stock options not exercisable within 60 days of April 27, 2026.\n\n \n\n(4)\n \nMr. Reynolds’ shares includes (i) 312 shares of common stock, (ii) 27,333 shares of common stock underlying stock options exercisable within 60 days of April 27, 2026, (iii) 620 shares issuable upon exercise of common stock warrants, and (iv) 28,615 shares issuable upon conversion of 61 shares of Series 1C preferred stock.  Does not include 13,667 shares of common stock underlying stock options not exercisable within 60 days of April 27, 2026.\n\n \n\n(5)\n \nMr. Berezovsky’s shares includes (i) 424 shares of common stock, (ii) 26,333 shares of common stock underlying stock options exercisable within 60 days of April 27, 2026, (iii) 206 shares issuable upon exercise of common stock warrants, and (iv) 11,825 shares issuable upon conversion of 25 shares of Series 1C preferred stock.  Does not include 13,167 shares of common stock underlying stock options not exercisable within 60 days of April 27, 2026.\n\n \n\n(6)\n \nMr. Thompson’s shares includes (i) 424 shares of common stock, (ii) 26,333 shares of common stock underlying stock options exercisable within 60 days of April 27, 2026, (iii) 206 shares issuable upon exercise of common stock warrants, and (iv) 16,554 shares issuable upon conversion of 35 shares of Series 1C preferred stock.  Does not include 13,167 shares of common stock underlying stock options not exercisable within 60 days of April 27, 2026.\n\n \n\n(7)\n \nMr. Peterson’s shares includes (i) 1.082 shares of common stock, (ii) 28,000 shares of common stock underlying stock options exercisable within 60 days of April 27, 2026, (iii) 144 shares issuable upon exercise of common stock warrants, and (iv) 16,554 shares issuable upon conversion of 35 shares of Series 1C preferred stock.  Does not include 14,000 shares of common stock underlying stock options not exercisable within 60 days of April 27, 2026.\n\n \n\n** **\n\n****\n\n26 \n\n \n\n**RELATED PARTY TRANSACTIONS**\n\n** **\n\n**Series 1C Preferred Stock Transaction**\n\n \n\nOn October 17, 2024,\nthe Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock financing for approximately\n$1.9 million of gross proceeds and will issue approximately 1,900 shares of Series 1C convertible preferred stock (“Series 1C Preferred\nStock”) at a purchase price of $1,000 per share. Approximately 75% of these securities were purchased by officers, directors and\nadvisory board members of the Company. See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder\nMatters. The Company received approximately $815,000 of gross proceeds and remaining subscription\nreceivable was subsequently cancelled. The Series 1C Preferred Stock is convertible into common stock at any time after April 17,\n2025 at the option of the holder at an initial fixed conversion price of $2.50 per share of common stock; however, the holder may not\nconvert any portion to the extent that the holder would beneficially own more than 4.99% of the Company's outstanding shares of Common\nStock outstanding immediately after giving effect to the conversion.\n\n \n\nHolders of the Series\n1C Preferred Stock will be entitled to dividends on the per share stated value of $1,000 in the amount of 10% per annum, payable quarterly.\nThe dividend rate will increase to 15% if any of the Series 1C Preferred Stock remains outstanding on or after October 17, 2027. \nUnless the Company elects to pay dividends on the Series 1C Preferred Stock in cash, the Company will cumulate the dividends, in which\ncase the accrued dividend amount shall be added to the stated value of each share of Series 1C Preferred Stock.\n\n \n\nIf at any time the closing\nsale price of the Company’s common stock equals at least 300% of the conversion price for the most recent 20 consecutive trading\ndays, the Company shall have the right to redeem all, but not less than all, of the Series 1C Preferred Stock then outstanding in cash\nat a price equal to 110% of the stated value of the shares being redeemed.\n\n \n\nUpon our liquidation,\ndissolution or winding up, holders of Series 1C Preferred Stock shall be entitled to receive in cash out of the assets of the Company,\nbefore any amount shall be paid to the holders of any of shares of common stock, an amount per share of Series 1C Preferred Stock equal\nto the greater of (A) 110% of the stated value of such preferred share and (B) the amount per share such holder would receive if such\nholder converted such preferred share into common stock immediately prior to the date of such payment.\n\n \n\nOn any matter presented\nto the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent\nof stockholders in lieu of meeting), each holder of outstanding shares of Series 1C Preferred Stock shall be entitled to cast the number\nof votes equal to the number of whole shares of common stock into which the outstanding shares of Series 1C Preferred Stock held by such\nholder are convertible as of the record date (but only after giving effect to the maximum percentage conversion limitations referred to\nabove). Except as provided by law or by the other provisions of the Series 1C Preferred Stock, holders of Series 1C Preferred Stock shall\nvote together with the holders of common stock as a single class and on an as-converted to common stock basis.\n\n \n\n**Policies and Procedures with Respect to Transactions\nwith Related Persons**\n\n \n\nThe Board recognizes that\nrelated person transactions can present a heightened risk of potential or actual conflicts of interest. Accordingly, our Audit Committee\ncharter requires that all such transactions will be reviewed and subject to approval by members of our Audit Committee, which will have\naccess, at our expense, to our or independent legal counsel. Future transactions with our officers, directors or greater than five percent\nstockholders will be on terms no less favorable to us than could be obtained from independent third parties.\n\n \n\n**Director Independence**\n\n \n\nOur Board of Directors has\ndetermined that four out of our five directors are independent directors, as defined under the applicable rules of the Nasdaq Capital\nMarket listing standards. The independent directors are Messrs. Berezovsky, Thompson, Peterson, and Reynolds.\n\n \n\n**SECTION 16(a)\nBENEFICIAL OWNERSHIP REPORTING COMPLIANCE**\n\n \n\nSection 16(a) of the Exchange\nAct requires our directors, executive officers, and persons holding more than 10% of our common stock to report their initial ownership\nof the common stock and other equity securities and any changes in that ownership in reports that must be filed with the SEC. The SEC\nhas designated specific deadlines for these reports, and we must identify in our Annual Report on Form 10-K those persons who did not\nfile these reports when due.\n\n \n\nBased solely on a review\nof reports furnished to us, or written representations from reporting persons, we believe all directors, executive officers, and 10% owners\ntimely filed all reports regarding transactions in our securities required to be filed in 2024 by Section 16(a) under the Exchange Act,\nexcept that Forrest Reynolds filed one late Form 4 in 2025.\n\n \n\n \n\n27 \n\n \n\n**REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF\nDIRECTORS**\n\n** **\n\nThe Audit Committee consists\nof directors who are independent under the Nasdaq Listing Standards and SEC rules.\n\nManagement is responsible for\nmonitoring the Company’s\n\n \n\n·Accounting policies;\n\n·System of internal controls\nover financial reporting;\n\n·Disclosure controls and procedures;\nand\n\n·Compliance with laws, regulations\nand applicable ethical business standards.\n\n \n\nThe independent auditor is\nresponsible for performing an audit of our Financial Statements in accordance with the standards of the Public Company Accounting Oversight\nBoard (“PCAOB”) and issuing a report thereon.\n\n \n\nThe Audit Committee has reviewed\nand discussed the audited financial statements with management. The Audit Committee has discussed with the independent accountants the\nmatters required to be discussed by Statement of Auditing Standards, as amended, the Public Company Accounting Oversight Board Auditing\nStandards. The Audit Committee also has received the written disclosures and the letter from the independent accountants required by applicable\nrequirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit\nCommittee concerning independence, and has discussed with the independent accountants the accountants’ independence. Based on the\nreviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements\nbe included in our Annual Report on Form 10-K for the year ended December 31, 2025.\n\n \n\nRespectfully submitted,\n\nAUDIT COMMITTEE\n\nLouis Berezovsky, Chairman\n\nForrest Reynolds\n\nGregory Thompson\n\n \n\n**ANNUAL REPORT ON FORM 10-K**\n\n** **\n\nOn March 20, 2026, we filed\nour Annual Report on Form 10-K for the fiscal year ended December 31, 2025, with the SEC. A copy of the Annual Report has been sent\nor made available concurrently with this Proxy Statement to all stockholders entitled to notice of and to vote at the Annual Meeting.\nOur financial statements and management’s discussion and analysis of financial condition and results of operations are incorporated\nby reference to our Annual Report.\n\n** **\n\n**WHERE YOU CAN FIND MORE INFORMATION**\n\n** **\n\nWe file annual, quarterly and\ncurrent reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from commercial document\nretrieval services and at the website maintained by the SEC at *https://www.sec.gov*. You may also access any document we file\nwith the SEC on our website at *https://ascentsolar.com*under the “Investors” section.\n\n \n\nYou should rely on the information\ncontained in this document to vote your shares at the Annual Meeting. We have not authorized anyone to provide you with information that\nis different from what is contained in this document. This document is dated April 27, 2026. You should not assume that the information\ncontained in this document is accurate as of any date other than that date, and the provision of this document to stockholders at any\ntime after that date does not create an implication to the contrary. This proxy statement does not constitute a solicitation of a proxy\nin any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations in such jurisdiction.\n\n \n\n28 \n\n \n\n \n\n**STOCKHOLDER PROPOSALS**\n\n \n\nStockholders may present proposals for action at\na future meeting if they comply with SEC rules, state law and our Bylaws.\n\n \n\n**Stockholder Proposals to be Included in the\nProxy Statement**\n\n** **\n\nTo be considered for inclusion in our proxy materials\nfor the 2027 Annual Meeting of Stockholders, a stockholder proposal must be received in writing at our corporate offices, Attention: Corporate\nSecretary, no later than January 8, 2027 (so long as the date for our 2027 Annual Meeting does not change more than 30 days from the date\nof the 2026 Annual Meeting).\n\n \n\nA stockholder who would like to have a proposal\nconsidered for inclusion in our 2027 proxy statement must submit the proposal in accordance with the procedures outlined in Rule 14a-8\nof the Exchange Act. However, if the date of the annual meeting of stockholders in 2027 (the “2027 Annual Meeting”) is changed\nby more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print\nand send our proxy statement for the 2027 Annual Meeting. If that happens, we will publicly announce the deadline for submitting a proposal\nin a press release or in a document filed with the SEC.\n\n \n\nWe intend to hold the 2027 annual meeting in late\nMay or June 2027. If the date of the 2027 Annual Meeting changes by more than 30 days from the date of the 2026 Annual Meeting, we would\npublicly announce the date of the 2027 Annual Meeting and the Rule 14a-8 deadline in early 2027.\n\n \n\nSEC rules set standards for eligibility and specify\nthe types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to the Company,\nAttention: Corporate Secretary.\n\n \n\n**Stockholder Proposals Not to be Included in\nthe Proxy Statement**\n\n** **\n\nIf you wish to make a stockholder\nproposal at the 2027 Annual Meeting of Stockholders that is not intended to be included in our proxy materials for that meeting, you generally\nmust provide appropriate notice to us in the manner specified in our Bylaws between February 17, 2027 and March 19, 2027. Furthermore,\na proxy for our 2027 Annual Meeting of Stockholders may confer discretionary authority to vote on any matter not submitted to us by March\n24, 2027.\n\n \n\nIf a stockholder wishes to propose a nomination\nof persons for election to our board of directors or present a proposal outside of Rule 14a-8 of the Exchange Act at an annual meeting\nbut does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, our Bylaws establish an advance\nnotice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified\nin the notice of meeting or brought before the meeting (i) by or at the direction of the board of directors or (ii) by a stockholder who\nwas a stockholder of record at the time of giving notice, who is entitled to vote at the meeting, who is present (in person or by proxy)\nat the meeting and who has delivered timely notice in proper form to our Corporate Secretary of the stockholder’s intention to bring\nsuch business before the meeting.\n\n \n\nIn accordance with the advance notice procedure\nspecified in our Bylaws, for any stockholder proposal submitted outside the processes of Rule 14a-8 of the Exchange Act to be considered\ntimely, the required notice must be in writing and received by our Corporate Secretary at our principal executive offices not later than\nthe close of business on the 90th day nor earlier than the close of business on the 120th day prior to\nthe first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is convened\nmore than 30 days before or more than 60 days after the first anniversary of the preceding year’s annual meeting, or if no annual\nmeeting were held in the preceding year, a stockholder’s notice must be so received not later than the close of business on the\nlater of (i) the 90th day prior to the scheduled date of such annual meeting or (ii) the 10th day following\nthe day on which public announcement of the date of such annual meeting was first made.\n\n \n\nWe intend to hold the 2027 annual meeting in late\nMay or June 2027. If the date of the 2027 Annual Meeting changes by more than 30 days from the date of the 2026 Annual Meeting, we would\npublicly announce the date of the 2027 Annual Meeting and the Rule 14a-8 deadline in early 2027.\n\n \n\nIn addition to satisfying the requirements under\nour bylaws with respect to advance notice of any nomination, any stockholder that intends to solicit proxies in support of director nominees\nother than the Company’s nominees must comply with all the requirements of Rule 14a-19 promulgated under the Exchange Act.\n\n \n\nStockholder proposals and the required notice should\nbe addressed to Ascent Solar Technologies, Inc., 12300 Grant Street, Thornton CO 80241, Attention: Corporate Secretary.\n\n \n\n**OTHER MATTERS**\n\n** **\n\nWe know of no other matters\nto be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting,\nthe persons named as proxies intend to vote the shares they represent as the Board may recommend.\n\n \n\n29\n\n \n\n \n\n \n\n \n\n**ANNEX A**\n\n \n\n**ASCENT SOLAR TECHNOLOGIES, INC.**\n\n**2023 EQUITY INCENTIVE PLAN**\n\n**(As proposed to be amended at the 2025 Annual\nStockholders Meeting)**\n\n \n\n**1. GENERAL.**\n\n \n\n**(a) Eligible Award Recipients.** Employees,\nDirectors and Consultants are eligible to receive Awards.\n\n \n\n**(b) Available Awards.** The Plan provides\nfor the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights,\n(iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii)\nOther Stock Awards.\n\n \n\n**(c) Purpose.** The Plan, through the\ngrant of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such\npersons to exert maximum efforts for the success of the Company and any Affiliate, and provide a means by which the eligible recipients\nmay benefit from increases in value of the Common Stock.\n\n \n\n**2. ADMINISTRATION.**\n\n \n\n**(a) Administration by Board.** The Board will\nadminister the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c).\n\n \n\n**(b) Powers of Board.** The Board will have\nthe power, subject to, and within the limitations of, the express provisions of the Plan:\n\n \n\n**(i)** To determine: (A) who will be granted\nAwards; (B) when and how each Award will be granted; (C) what type of Award will be granted; (D) the provisions of each Award (which need\nnot be identical), including when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Award; (E)\nthe number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Market Value applicable to a Stock Award.\n\n \n\n**(ii)**To construe and interpret the Plan and\nAwards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Awards. The Board,\nin the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement or in the written\nterms of a Performance Cash Award, in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective.\n\n \n\n**(iii)**To settle all controversies regarding\nthe Plan and Awards granted under it.\n\n \n\n**(iv)** To accelerate, in whole or in part, the\ntime at which an Award may be exercised or vest (or the time at which cash or shares of Common Stock may be issued in settlement thereof).\n\n \n\n**(v)** To suspend or terminate the Plan at any\ntime. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of the Plan will not materially impair\na Participant’s rights under the Participant’s then-outstanding Award without the Participant’s written consent, except\nas provided in subsection (viii) below.\n\n \n\n**(vi)**To amend the Plan in any respect the\nBoard deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain\nnonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan or Awards granted under the Plan into compliance\nwith the requirements for Incentive Stock Options or ensuring that they are exempt from, or compliant with, the requirements for nonqualified\ndeferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. If required by applicable\nlaw or listing requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder\napproval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under\nthe Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits\naccruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under\nthe Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Awards available for issuance under the\nPlan. Except as otherwise provided in the Plan or an Award Agreement, no amendment of the Plan will materially impair a Participant’s\nrights under an outstanding Award without the Participant’s written consent.\n\n \n\nA-1 \n\n \n\n \n\n \n\n**(vii)** To submit any amendment to the Plan\nfor stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of (A) Section 422\nof the Code regarding “incentive stock options” or (B) Rule 16b-3.\n\n \n\n**(viii)** To approve forms of Award Agreements\nfor use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more\nfavorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not\nsubject to Board discretion; *provided, however,* that a Participant’s rights under any Award will not be impaired by any such\namendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding\nthe foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole\ndiscretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject\nto the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the affected Participant’s\nconsent (A) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the\nterms of an Incentive Stock Option, if such change results in impairment of the Award solely because it impairs the qualified status of\nthe Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Award\ninto compliance with, Section 409A of the Code; or (D) to comply with other applicable laws or listing requirements.\n\n \n\n**(ix)** Generally, to exercise such powers and\nto perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict\nwith the provisions of the Plan or Awards.\n\n \n\n**(x)** To adopt such procedures and sub-plans\nas are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any\nAward Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).\n\n \n\n**(xi)** To effect, with the consent of any adversely\naffected Participant, (A) the reduction of the exercise, purchase or strike price of any outstanding Stock Award; (B) the cancellation\nof any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted\nStock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable consideration determined by the Board, in its sole discretion,\nwith any such substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and\n(y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing\nunder generally accepted accounting principles.\n\n \n\n**(c) Delegation to Committee.**\n\n \n\n**(i) General.** The Board may delegate some or\nall of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee\nwill have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to\nthe Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized\nto exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee, as applicable). Any delegation\nof administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time\nby the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and\nmay, at any time, revest in the Board some or all of the powers previously delegated.\n\n \n\n**(ii) Rule 16b-3 Compliance.** The Committee\nmay consist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.\n\n \n\n**(d) Delegation to an Officer.** The Board\nmay delegate to one (1) or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers\nto be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent permitted\nby applicable law, the terms of such Awards, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards\ngranted to such Employees; *provided, however*, that the Board resolutions regarding such delegation will specify the total number\nof shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock\nAward to himself or herself. Any such Stock Awards will be granted on the form of Stock Award Agreement most recently approved for use\nby the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may not delegate\nauthority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value\npursuant to Section 13(x)(iii) below.\n\n \n\n**(e) Effect of Board’s Decision.** All\ndeterminations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will\nbe final, binding and conclusive on all persons.\n\n \n\n**3. SHARES SUBJECT TO THE PLAN.**\n\n \n\n**(a) Share Reserve.** Subject to Section 9(a)\nrelating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common\nStock that may be issued pursuant to Stock Awards will not exceed **1,700,000** [893,611] (the “**Share\nReserve**”).\n\n \n\nIn addition, the Share Reserve will automatically\nincrease on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2025 and ending on (and including)\nJanuary 1, 2033, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on December 31st of the preceding\ncalendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no\nJanuary 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number\nof shares of Common Stock than would otherwise occur pursuant to the preceding sentence.\n\n \n\nA-2 \n\n \n\n \n\n \n\nFor clarity, the Share Reserve in this Section\n3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does\nnot limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition\nas permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section\n711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.\n\n \n\n**(b) Reversion of Shares to the Share Reserve.**\nIf a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having\nbeen issued or (ii) is settled in cash (*i.e.*, the Participant receives cash rather than stock), such expiration, termination or\nsettlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan.\nIf any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure\nto meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased\nwill revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding\nobligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance\nunder the Plan.\n\n** **\n\n**(c) Incentive Stock Option Limit.** Subject\nto the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that\nmay be issued pursuant to the exercise of Incentive Stock Options will be **1,700,000** [893,611]\nshares of Common Stock.\n\n \n\n**(d) Other Limitations**. Subject to the provisions\nof Section 9(a) relating to Capitalization Adjustments, the following limitations shall apply.\n\n \n\n**(i)** A maximum of **400,000** [200,000]\nshares  of Common Stock subject to Options, SARs and Other Stock Awards whose value is determined by reference to an increase over\nan exercise or strike price of at least 100% of the Fair Market Value on the date the Stock Award is granted may be granted to any one\nParticipant during any one calendar year.\n\n \n\n**(ii)** A maximum of **400,000** [200,000]\nshares of Common Stock subject to Performance Stock Awards may be granted to any one Participant during any one calendar year (whether\nthe grant, vesting or exercise is contingent upon the attainment during the Performance Period of the Performance Goals).\n\n \n\n**(iii)** A maximum of $750,000 may be granted\nas a Performance Cash Award to any one Participant during any one calendar year.\n\n \n\n**(e) Limitation on Grants to Non-Employee Directors.**\nThe maximum number of shares of Common Stock subject to Stock Awards granted under the Plan or otherwise with respect to any period commencing\non the date of the Company’s Annual Meeting of Stockholders for a particular year and ending on the day immediately prior to the\ndate of the Company’s Annual Meeting of Stockholders for the next subsequent year to any Non-Employee Director, will not exceed\n**400,000** [200,000] shares.\n\n \n\n**(f) Source of Shares.** The stock issuable\nunder the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the\nopen market or otherwise.\n\n \n\n**4. ELIGIBILITY.**\n\n \n\n**(a) Eligibility for Specific Stock Awards**.\nIncentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary corporation”\nthereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be\ngranted to Employees, Directors and Consultants; *provided, however*, that Stock Awards may not be granted to Employees, Directors\nand Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule\n405 of the Securities Act, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under\nSection 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction),\n(ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A\nof the Code, or (iii) the Company, in consultation with its legal counsel, has determined that such Stock Awards comply with the distribution\nrequirements of Section 409A of the Code.\n\n \n\n \n\n**(b) Ten Percent Stockholders.** A Ten Percent\nStockholder will not be granted an Incentive Stock Option unless the exercise price of such Option is at least 110% of the Fair Market\nValue on the date of grant and the Option is not exercisable after the expiration of five years from the date of grant.\n\n \n\n**5. PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS.**\n\n \n\nEach Option or SAR will be in such form and will\ncontain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or\nNonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued\nfor shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock\nOption, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive\nStock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate\nOptions or SARs need not be identical; *provided, however*, that each Award Agreement will conform to (through incorporation of provisions\nhereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:\n\n \n\nA-3 \n\n \n\n \n\n \n\n**(a) Term.** Subject to the provisions of Section\n4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten years from the date of its grant\nor such shorter period specified in the Award Agreement.\n\n \n\n**(b) Exercise Price.** Subject to the provisions\nof Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than 100% of the\nFair Market Value of the Common Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an\nOption or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to\nthe Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant\nto a Corporate Transaction and in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a)\nof the Code. Each SAR will be denominated in shares of Common Stock equivalents.\n\n \n\n**(c) Purchase Price for Options.** The purchase\nprice of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by applicable law and as determined\nby the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board will have the authority to\ngrant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and\nto grant Options that require the consent of the Company to use a particular method of payment. The permitted methods of payment are as\nfollows:\n\n \n\n**(i)** by cash, check, bank draft or money order\npayable to the Company;\n\n \n\n**(ii)**pursuant to a program developed under\nRegulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either\nthe receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company\nfrom the sales proceeds;\n\n \n\n**(iii)**by delivery to the Company (either by\nactual delivery or attestation) of shares of Common Stock;\n\n \n\n**(iv)**if an Option is a Nonstatutory Stock\nOption, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable\nupon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; *provided,\nhowever*, that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate\nexercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject\nto an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise\nprice pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares\nare withheld to satisfy tax withholding obligations; or\n\n \n\n**(v)**in any other form of legal consideration\nthat may be acceptable to the Board and specified in the applicable Award Agreement.\n\n \n\n**(d) Exercise and Payment of a SAR.** To exercise\nany outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock\nAppreciation Right Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than\nan amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of\nCommon Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to which\nthe Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with\nrespect to which the Participant is exercising the SAR on such date. The appreciation distribution may be paid in Common Stock, in cash,\nin any combination of the two or in any other form of consideration, as determined by the Board and contained in the Award Agreement evidencing\nsuch SAR.\n\n \n\n**(e) Transferability of Options and SARs.**\nThe Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine.\nIn the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options and\nSARs will apply:\n\n \n\n**(i) Restrictions on Transfer.** An Option or\nSAR will not be transferable except by will or by the laws of descent and distribution (or pursuant to subsections (ii) and (iii) below),\nand will be exercisable during the lifetime of the Participant only by the Participant. The Board may permit transfer of the Option or\nSAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided in the Plan, neither an Option\nnor a SAR may be transferred for consideration.\n\n \n\n**(ii) Domestic Relations Orders.** Subject to\nthe approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to the terms of a domestic relations\norder, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulations Section 1.421-1(b)(2).\nIf an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n\n \n\n**(iii) Beneficiary Designation.** Subject to\nthe approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form approved\nby the Company (or the designated broker), designate a third party who, on the death of the Participant, will thereafter be entitled to\nexercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a\ndesignation, upon the death of the Participant, the executor or administrator of the Participant’s estate will be entitled to exercise\nthe Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit\ndesignation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with\nthe provisions of applicable laws.\n\n \n\nA-4 \n\n \n\n \n\n \n\n**(f) Vesting Generally.** The total number\nof shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments that may or may not be\nequal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which\nmay be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of\nindividual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum\nnumber of shares of Common Stock as to which an Option or SAR may be exercised.\n\n \n\n**(g) Termination of Continuous Service.** Except\nas otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s\nContinuous Service terminates (other than for Cause and other than upon the Participant’s death or Disability), the Participant\nmay exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award as of the date of termination\nof Continuous Service) within the period of time ending on the earlier of (i) the date three months following the termination of the Participant’s\nContinuous Service (or such longer or shorter period specified in the applicable Award Agreement), and (ii) the expiration of the term\nof the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise\nhis or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR will terminate.\n\n \n\n**(h) Extension of Termination Date.** If the\nexercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause and other than\nupon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock\nwould violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier of (i) the\nexpiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise period after the\ntermination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of\nsuch registration requirements, and (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.\nIn addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received on exercise\nof an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s\ninsider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not\nbe consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service\nduring which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s\ninsider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.\n\n \n\n**(i) Disability of Participant.** Except as\notherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s\nContinuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR\n(to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service),\nbut only within such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous Service (or\nsuch longer or shorter period specified in the Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth\nin the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within\nthe applicable time frame, the Option or SAR (as applicable) will terminate.\n\n \n\n**(j) Death of Participant.** Except as otherwise\nprovided in the applicable Award Agreement or other agreement between the Participant and the Company, if (i) a Participant’s Continuous\nService terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in\nthe Award Agreement for exercisability after the termination of the Participant’s Continuous Service for a reason other than death,\nthen the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death)\nby the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a\nperson designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of\n(i) the date 18 months following the date of death (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration\nof the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR is not\nexercised within the applicable time frame, the Option or SAR (as applicable) will terminate.\n\n \n\n**(k) Termination for Cause.** Except as explicitly\nprovided otherwise in a Participant’s Award Agreement or other individual written agreement between the Company or any Affiliate\nand the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will terminate immediately\nupon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option\nor SAR from and after the time of such termination of Continuous Service.\n\n \n\n**(l) Non-Exempt Employees**. If an Option or\nSAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option\nor SAR will not be first exercisable for any shares of Common Stock until at least six months following the date of grant of the Option\nor SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if\nsuch non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued,\nor substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s\nAward Agreement in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s\nthen current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six months\nfollowing the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection\nwith the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required\nfor compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with\nthe exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay,\nthe provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n\n \n\nA-5 \n\n \n\n \n\n \n\n**6. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS.**\n\n \n\n**(a) Restricted Stock Awards.** Each Restricted\nStock Award Agreement will be in such form and will contain such terms and conditions as the Board will deem appropriate. To the extent\nconsistent with the Company’s bylaws, at the Board’s election, shares of Common Stock may be (x) held in book entry form subject\nto the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate,\nwhich certificate will be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award\nAgreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical.\nEach Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or\notherwise) the substance of each of the following provisions: \n\n \n\n**(i) Consideration.** A Restricted Stock Award\nmay be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past or future services to\nthe Company or an Affiliate, or (C) any other form of legal consideration that may be acceptable to the Board, in its sole discretion,\nand permissible under applicable law.\n\n \n\n**(ii) Vesting.** Shares of Common Stock awarded\nunder the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined\nby the Board.\n\n \n\n**(iii) Termination of Participant’s Continuous\nService.** If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase\nright any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of Continuous\nService under the terms of the Restricted Stock Award Agreement.\n\n \n\n**(iv) Transferability.** Rights to acquire shares\nof Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions\nas are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock\nawarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.\n\n \n\n**(v) Dividends.** A Restricted Stock Award Agreement\nmay provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the\nshares subject to the Restricted Stock Award to which they relate.\n\n \n\n**(b) Restricted Stock Unit Awards.** Each Restricted\nStock Unit Award Agreement will be in such form and will contain such terms and conditions as the Board will deem appropriate. The terms\nand conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted\nStock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of\nthe provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:\n\n \n\n**(i) Consideration.** At the time of grant of\na Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each\nshare of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share\nof Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the\nBoard, in its sole discretion, and permissible under applicable law.\n\n \n\n**(ii) Vesting.** At the time of the grant of\na Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Stock Unit Award\nas it, in its sole discretion, deems appropriate.\n\n \n\n**(iii) Payment**. A Restricted Stock Unit Award\nmay be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration,\nas determined by the Board and contained in the Restricted Stock Unit Award Agreement.\n\n \n\n**(iv) Additional Restrictions.** At the time\nof the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay\nthe delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting\nof such Restricted Stock Unit Award. \n\n \n\n**(v) Dividend Equivalents.** Dividend equivalents\nmay be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained\nin the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional\nshares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered\nby the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions\nof the underlying Restricted Stock Unit Award Agreement to which they relate.\n\n \n\n**(vi) Termination of Participant’s Continuous\nService.** Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock\nUnit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.\n\n \n\nA-6 \n\n \n\n \n\n \n\n**(c) Performance Awards**.\n\n \n\n**(i) Performance Stock Awards**. A Performance\nStock Award is a Stock Award (covering a number of shares not in excess of that set forth in Section 3(d) above) that is payable (including\nthat may be granted, may vest or may be exercised) contingent upon the attainment during a Performance Period of certain Performance Goals.\nA Performance Stock Award may, but need not, require the Participant’s completion of a specified period of Continuous Service. The\nlength of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to\nwhat degree such Performance Goals have been attained will be conclusively determined by the Committee, in its sole discretion. In addition,\nto the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment\nof Performance Stock Awards.\n\n \n\n**(ii) Performance Cash Awards**. A Performance\nCash Award is a cash award (for a dollar value not in excess of that set forth in Section 3(d) above) that is payable contingent upon\nthe attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a\nspecified period of Continuous Service. At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance\nGoals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained\nwill be conclusively determined by the Committee, in its sole discretion. The Board may specify the form of payment of Performance Cash\nAwards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award,\nor such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.\n\n \n\n**(iii) Board Discretion**. The Board retains\nthe discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the\nmanner of calculating the Performance Criteria it selects to use for a Performance Period. Partial achievement of the specified criteria\nmay result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement or the written\nterms of a Performance Cash Award.\n\n \n\n**(d) Other Stock Awards**. Other forms of Stock\nAwards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g.,\noptions or stock rights with an exercise price or strike price less than 100% of the Fair Market Value of the Common Stock at the time\nof grant) may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this\nSection 6. Subject to the provisions of the Plan, the Board will have sole and complete authority to determine the persons to whom and\nthe time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof)\nto be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.\n\n \n\n**7. COVENANTS OF THE COMPANY.**\n\n \n\n**(a) Availability of Shares.** The Company\nwill keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Awards.\n\n \n\n**(b) Securities Law Compliance.** The Company\nwill seek to obtain from each regulatory commission or agency as necessary, such authority as may be required to grant Stock Awards and\nto issue and sell shares of Common Stock upon exercise, vesting or settlement of the Stock Awards; *provided, however*, that this\nundertaking will not require the Company to register under the Securities Act or other securities or applicable laws, the Plan, any Stock\nAward or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost,\nthe Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary\nor advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure\nto issue and sell Common Stock upon exercise, vesting or settlement of such Stock Awards unless and until such authority is obtained.\nA Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award\nif such grant or issuance would be in violation of any applicable law.\n\n \n\n**(c) No Obligation to Notify or Minimize Taxes.**\nThe Company will have no duty or obligation to any Participant to advise such holder as to the tax treatment or time or manner of exercising\nsuch Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination\nor expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize\nthe tax consequences of an Award to the holder of such Award.\n\n \n\n**8. MISCELLANEOUS.**\n\n \n\n**(a) Use of Proceeds from Sales of Common Stock.**\nProceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds of the Company.\n\n \n\n**(b) Corporate Action Constituting Grant of Awards.**\nCorporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate\naction, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is communicated\nto, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or\nminutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares)\nthat are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of\nthe Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right\nto the incorrect term in the Award Agreement or related grant documents.\n\n \n\n**(c) Stockholder Rights.** No Participant will\nbe deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to an Award\nunless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under,\nthe Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to such Award has been entered into the books and records\nof the Company.\n\n \n\nA-7 \n\n \n\n \n\n \n\n**(d) No Employment or Other Service Rights.**\nNothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant\nthereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time\nthe Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without\nnotice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable\nprovisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is domiciled or incorporated,\nas the case may be.\n\n \n\n**(e) Change in Time Commitment.** In the event\na Participant’s regular level of time commitment in the performance of his or her services for the Company and any Affiliates is\nreduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status\nfrom a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant of any Award to the Participant,\nthe Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares or cash amount subject to\nany portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu\nof or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such\nreduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.\n\n \n\n**(f) Incentive Stock Option Limitations.**\nTo the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock\nOptions are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates)\nexceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options,\nthe Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply\nwith such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).\n\n \n\n**(g) Investment Assurances.** The Company may\nrequire a Participant, as a condition of exercising or acquiring Common Stock under any Award, (i) to give written assurances satisfactory\nto the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative\nreasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that such Participant\nis capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award; and (ii)\nto give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Award for\nthe Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing\nrequirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise\nor acquisition of Common Stock under the Award has been registered under a then currently effective registration statement under the Securities\nAct, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met\nin the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends\non stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities\nlaws, including, but not limited to, legends restricting the transfer of the Common Stock.\n\n \n\n**(h) Withholding Obligations.** Unless prohibited\nby the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation\nrelating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment;\n(ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection\nwith the Award; *provided, however,*that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax\nrequired to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for\nfinancial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise\npayable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.\n\n \n\n**(i) Electronic Delivery**. Any reference herein\nto a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov\n(or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company\nto which the Participant has access).\n\n \n\n**(j) Deferrals.** To the extent permitted by\napplicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise,\nvesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections\nto be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section\n409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to\nthe Company. The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may\nreceive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement such\nother terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n\n  \n\n**(k) Compliance with Section 409A of the Code.**\nUnless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent\npossible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to the extent not\nso exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted hereunder is not exempt from and\nis therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions\nnecessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms\nnecessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary\nin this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and\nif a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified\nemployee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid\nbefore the date that is six months following the date of such Participant’s “separation from service” (as defined in\nSection 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death,\nunless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will\nbe paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.\n\n \n\nA-8 \n\n \n\n \n\n \n\n**(l) Clawback/Recovery**. All Awards granted\nunder the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to\nthe listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise\nrequired by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such\nother clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but\nnot limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence\nof an event constituting Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign\nfor “good reason” or “constructive termination” (or similar term) under any agreement with the Company.\n\n \n\n**9. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.**\n\n \n\n**(a) Capitalization Adjustments**. In the event\nof a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities\nsubject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve is to increase\nautomatically each year pursuant to Section 3(a), (iii) the class(es) and maximum number of securities that may be issued pursuant to\nthe exercise of Incentive Stock Options pursuant to Section 3(c), (iv) the class(es) and maximum number of securities that may be awarded\nto any person pursuant to Sections 3(d), and (v) the class(es) and number of securities and price per share of stock subject to outstanding\nStock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive.\n\n \n\n**(b) Dissolution**. Except as otherwise provided\nin the Stock Award Agreement, in the event of a Dissolution of the Company, all outstanding Stock Awards (other than Stock Awards consisting\nof vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will\nterminate immediately prior to the completion of such Dissolution, and the shares of Common Stock subject to the Company’s repurchase\nrights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of\nsuch Stock Award is providing Continuous Service; *provided, however*, that the Board may, in its sole discretion, cause some or\nall Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards\nhave not previously expired or terminated) before the Dissolution is completed but contingent on its completion.\n\n \n\n**(c) Transaction.** The following provisions\nshall apply to Stock Awards in the event of a Transaction unless otherwise provided in the instrument evidencing the Stock Award or any\nother written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at\nthe time of grant of a Stock Award. In the event of a Transaction, then, notwithstanding any other provision of the Plan, the Board shall\ntake one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Transaction:\n\n \n\n**(i)** arrange for the surviving corporation\nor acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the Stock Award or to\nsubstitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration paid to\nthe stockholders of the Company pursuant to the Transaction);\n\n \n\n**(ii)**arrange for the assignment of any reacquisition\nor repurchase rights held by the Company in respect of Common Stock issued pursuant to the Stock Award to the surviving corporation or\nacquiring corporation (or the surviving or acquiring corporation’s parent company);\n\n \n\n**(iii)** accelerate the vesting, in whole or\nin part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date prior to the effective\ntime of such Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five days\nprior to the effective date of the Transaction), with such Stock Award terminating if not exercised (if applicable) at or prior to the\neffective time of the Transaction;\n\n \n\n**(iv)**arrange for the lapse, in whole or in\npart, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;\n\n \n\n**(v)** cancel or arrange for the cancellation\nof the Stock Award, to the extent not vested or not exercised prior to the effective time of the Transaction, in exchange for such cash\nconsideration, if any, as the Board, in its sole discretion, may consider appropriate; and\n\n \n\n**(vi)** make a payment, in such form as may be\ndetermined by the Board equal to the excess, if any, of (A) the value of the property the Participant would have received upon the exercise\nof the Stock Award immediately prior to the effective time of the Transaction, over (B) any exercise price payable by such holder in connection\nwith such exercise. For clarity, this payment may be zero ($0) if the value of the property is equal to or less than the exercise price.\nPayments under this provision may be delayed to the same extent that payment of consideration to the holders of Common Stock in connection\nwith the Transaction is delayed as a result of escrows, earn outs, holdbacks or other contingencies.\n\n \n\nThe Board need not take the same action or actions\nwith respect to all Stock Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect\nto the vested and unvested portions of a Stock Award.\n\n \n\nA-9 \n\n \n\n \n\n \n\n**(d) Change in Control.** A Stock Award may\nbe subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock\nAward Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the\nParticipant, but in the absence of such provision, no such acceleration will occur.\n\n \n\n**10. PLAN TERM; EARLIER TERMINATION OR SUSPENSION OF THE PLAN.**\n\n \n\nThe Plan originally became effective (the “**Effective\nDate**”) on October 5, 2023. The Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted\nafter the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board (the “**Adoption Date**”),\nor (ii) the date the Plan is approved by the stockholders of the Company. No Awards may be granted under the Plan while the Plan is suspended\nor after it is terminated.\n\n \n\nThe Plan was originally adopted by the Board on\nOctober 5, 2023. The Plan was originally approved by the stockholders of the Company on December 5, 2023.\n\n \n\nAmendments to the Plan were adopted by the Board\non May 28, 2024. These amendments to the Plan were approved by the stockholders of the Company on August 7, 2024.\n\n \n\nAmendments to the Plan were adopted by the Board\non April 8, 2025. These amendments to the Plan were approved by the stockholders of the Company on May 29, 2025.\n\n \n\n**Amendments to the Plan were adopted by the\nBoard on April 6, 2026. These amendments to the Plan were approved by the stockholders of the Company on June [***], 2026.**\n\n \n\nIn addition, no Stock Award will be exercised (or,\nin the case of a Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award, or Other Stock Award, no Stock Award will\nbe granted) and no Performance Cash Award will be settled unless and until the Plan has been approved by the stockholders of the Company,\nwhich approval will be within 12 months after the date the Plan is adopted by the Board.\n\n \n\n**12. CHOICE OF LAW.**\n\n \n\nThe law of the State of Delaware will govern all\nquestions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws\nrules.\n\n \n\n**13. DEFINITIONS.** As used in the Plan, the following definitions\nwill apply to the capitalized terms indicated below:\n\n \n\n**(a)** “**Affiliate**”\nmeans, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in\nRule 405 of the Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary”\nstatus is determined within the foregoing definition.\n\n \n\n**(b)** “**Award**” means\na Stock Award or a Performance Cash Award.\n\n \n\n**(c)** “**Award Agreement**”\nmeans a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.\n\n \n\n**(d)** “**Board**” means\nthe Board of Directors of the Company.\n\n \n\n**(e)** “**Capital Stock**”\nmeans each and every class of common stock of the Company, regardless of the number of votes per share.\n\n \n\n**(f)** “**Capitalization Adjustment**”\nmeans any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock\nAward after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization,\nreincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split,\nliquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction,\nas that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor\nthereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization\nAdjustment.\n\n \n\n**(g)**“**Cause**” shall\nhave the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the\nabsence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s\ncommission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state\nthereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company;\n(iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or\nof any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s confidential\ninformation or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the Participant’s\nContinuous Service is either for Cause or without Cause shall be made by the Company, in its sole discretion. Any determination by the\nCompany that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held\nby such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any\nother purpose.\n\n \n\nA-10 \n\n \n\n \n\n \n\n**(h)**“**Change in Control**”\nmeans the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:\n\n \n\n**(i)** any Exchange Act Person becomes the Owner,\ndirectly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then\noutstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change\nin Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on\naccount of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires\nthe Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing\nfor the Company through the issuance of equity securities, (C) on account of the acquisition of securities of the Company by any individual\nwho is, on the Adoption Date, either an executive officer or a Director (either, an “**Adoption Investor**”) and/or\nany entity in which an Adoption Investor has a direct or indirect interest (whether in the form of voting rights or participation in profits\nor capital contributions) of more than 50% (collectively, the “**Adoption Entities**”) or on account of the Adoption\nEntities continuing to hold shares that come to represent more than 50% of the combined voting power of the Company’s then outstanding\nsecurities as a result of the conversion of any class of the Company’s securities into another class of the Company’s securities\nhaving a different number of votes per share pursuant to the conversion provisions set forth in the Company’s Certificate of Incorporation;\nor (D) solely because the level of Ownership held by any Exchange Act Person (the “**Subject Person**”) exceeds\nthe designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities\nby the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this\nsentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes\nthe Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage\nof the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control\nwill be deemed to occur;\n\n \n\n**(ii)**there is consummated a merger, consolidation\nor similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation\nor similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding\nvoting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation\nor similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger,\nconsolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting\nsecurities of the Company immediately prior to such transaction; *provided, however*, that a merger, consolidation or similar transaction\nwill not constitute a Change in Control under this prong of the definition if the outstanding voting securities representing more than\n50% of the combined voting power of the surviving Entity or its parent are owned by the Adoption Entities;\n\n \n\n**(iii)**there is consummated a sale, lease,\nexclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other\nthan a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries\nto an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the Company in\nsubstantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale,\nlease, license or other disposition; *provided, however*, that a sale, lease, exclusive license or other disposition of all or substantially\nall of the consolidated assets of the Company and its Subsidiaries will not constitute a Change in Control under this prong of the definition\nif the outstanding voting securities representing more than 50% of the combined voting power of the acquiring Entity or its parent are\nowned by the Adoption Entities;\n\n \n\n**(iv)**the stockholders of the Company approve\nor the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company\nwill otherwise occur, except for a liquidation into a parent corporation; or\n\n \n\n**(v)** individuals who, on the Adoption Date,\nare members of the Board (the “**Incumbent Board**”) cease for any reason to constitute at least a majority of the\nmembers of the Board; *provided, however,* that if the appointment or election (or nomination for election) of any new Board member\nwas approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes\nof this Plan, be considered as a member of the Incumbent Board.\n\n \n\nNotwithstanding the foregoing definition or any\nother provision of the Plan, the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively\nfor the purpose of changing the domicile of the Company and the definition of Change in Control (or any analogous term) in an individual\nwritten agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition with respect to Awards\nsubject to such agreement; *provided, however*, that if no definition of Change in Control or any analogous term is set forth in\nsuch an individual written agreement, the foregoing definition will apply.\n\n \n\n**(i)** “**Code**” means\nthe Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n\n \n\n**(j)**“**Committee**”\nmeans a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).\n\n \n\n**(k)** “**Common Stock**”\nmeans, as of the Adoption Date, the common stock of the Company, having one vote per share.\n\n \n\n**(l)** “**Company**”\nmeans Ascent Solar Technologies, Inc., a Delaware corporation.\n\n \n\n**(m)**“**Consultant**”\nmeans any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and\nis compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services.\nHowever, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant”\nfor purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration\nStatement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.\n\n \n\nA-11 \n\n \n\n \n\n \n\n**(n)**“**Continuous Service**”\nmeans that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted\nor terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant\nor Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination\nof the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; *provided,\nhowever*, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the\nBoard, in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity\nceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s\nsole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved\nby the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the\nCompany, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for\npurposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written\nterms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.\n\n \n\n**(o)**“**Corporate Transaction**”\nmeans the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:\n\n \n\n**(i)** a sale or other disposition of all or\nsubstantially all, as determined by the Board, in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;\n\n \n\n**(ii)** a sale or other disposition of more than\n50% of the outstanding securities of the Company;\n\n \n\n**(iii)** a merger, consolidation or similar transaction\nfollowing which the Company is not the surviving corporation; or\n\n \n\n**(iv)**a merger, consolidation or similar transaction\nfollowing which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger,\nconsolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other\nproperty, whether in the form of securities, cash or otherwise.\n\n \n\n**(p)**“**Director**”\nmeans a member of the Board.\n\n \n\n**(q)** “**Disability**”\nmeans, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any\nmedically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to\nlast for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be\ndetermined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.\n\n \n\n**(r)** “**Dissolution**”\nmeans when the Company, after having executed a certificate of dissolution with the State of Delaware (or other applicable state), has\ncompletely wound up its affairs. Conversion of the Company into a Limited Liability Company (or any other pass-through entity) will not\nbe considered a “Dissolution” for purposes of the Plan.\n\n \n\n**(s)**“**Employee**”\nmeans any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,\nwill not cause a Director to be considered an “Employee” for purposes of the Plan.\n\n \n\n**(t)** “**Entity**” means\na corporation, partnership, limited liability company or other entity.\n\n \n\n**(u)**“**Exchange Act**”\nmeans the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.\n\n \n\n**(v)** “**Exchange Act Person**”\nmeans any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that\n“Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of\nthe Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the\nCompany or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering\nof such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions\nas their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d)\nor 14(d) of the Exchange Act) that, as of the Adoption Date, is the Owner, directly or indirectly, of securities of the Company representing\nmore than 50% of the combined voting power of the Company’s then outstanding securities.\n\n \n\n**(w)**“**Fair Market Value**”\nmeans, as of any date, the value of the Common Stock determined as follows:\n\n \n\n**(i)**If the Common Stock is listed on any established\nstock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined\nby the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest\nvolume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.\n\n \n\n**(ii)**Unless otherwise provided by the Board,\nif there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling\nprice on the last preceding date for which such quotation exists.\n\n \n\nA-12 \n\n \n\n \n\n \n\n**(iii)**In the absence of such markets for the\nCommon Stock, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and\n422 of the Code.\n\n \n\n**(x)** “**Incentive Stock Option**”\nmeans an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as, an “incentive stock option”\nwithin the meaning of Section 422 of the Code.\n\n \n\n**(y) [Reserved]**.\n\n \n\n**(z)** “**Non-Employee Director**”\nmeans a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either\ndirectly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director\n(except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities\nAct (“**Regulation S-K**”)), does not possess an interest in any other transaction for which disclosure would be\nrequired under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant\nto Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.\n\n \n\n**(aa)**“**Nonstatutory Stock Option**”\nmeans any Option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option.\n\n \n\n**(bb)** “**Officer**”\nmeans a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.\n\n \n\n**(cc)**“**Option**”\nmeans an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.\n\n \n\n**(dd)** “**Option Agreement**”\nmeans a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option\nAgreement will be subject to the terms and conditions of the Plan.\n\n \n\n**(ee)** “**Optionholder**”\nmeans a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.\n\n \n\n**(ff)** “**Other Stock Award**”\nmeans an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section\n6(d).\n\n \n\n**(gg)**“**Other Stock Award Agreement**”\nmeans a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock\nAward grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the Plan.\n\n \n\n**(hh)** “**Own,**” “**Owned,**”\n“**Owner,**” “**Ownership**” A person or Entity will be deemed to “Own,” to have\n“Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity,\ndirectly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which\nincludes the power to vote or to direct the voting, with respect to such securities.\n\n \n\n**(ii)** “**Participant**”\nmeans a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.\n\n \n\n**(jj)** “**Performance Cash Award**”\nmeans an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).\n\n \n\n**(kk) Performance Criteria**”\nmeans the one or more criteria that the Board will select for purposes of establishing the Performance Goals for a Performance Period.\nThe Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination of, the following\nas determined by the Board: (i) earnings (including earnings per share and net earnings); (ii) earnings before interest, taxes and depreciation;\n(iii) earnings before interest, taxes, depreciation and amortization; (iv) earnings before interest, taxes, depreciation, amortization\nand legal settlements; (v) earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense);\n(vi) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation;\n(vii) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation\nand changes in deferred revenue; (viii) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense),\nstock-based compensation, other non-cash expenses and changes in deferred revenue; (ix) total stockholder return; (x) return on equity\nor average stockholder’s equity; (xi) return on assets, investment, or capital employed; (xii) stock price; (xiii) margin (including\ngross margin); (xiv) income (before or after taxes); (xv) operating income; (xvi) operating income after taxes; (xvii) pre-tax profit;\n(xviii) operating cash flow; (xix) sales or revenue targets; (xx) increases in revenue or product revenue; (xxi) expenses and cost reduction\ngoals; (xxii) improvement in or attainment of working capital levels; (xxiii) economic value added (or an equivalent metric); (xxiv) market\nshare; (xxv) cash flow; (xxvi) cash flow per share; (xxvii) cash balance; (xxviii) cash burn; (xxix) cash collections; (xxx) share price\nperformance; (xxxi) debt reduction; (xxxii) implementation or completion of projects or processes; (xxxiii) stockholders’ equity;\n(xxxiv) capital expenditures; (xxxv) financings; (xxxvi) operating profit or net operating profit; (xxxvii) workforce diversity; (xxxviii)\ngrowth of net income or operating income; (xxxix) employee retention; (xl) initiation of studies by specific dates; (xli) budget management;\n(xlii) submission to, or approval by, a regulatory body of an applicable filing or a product; (xliii) regulatory milestones; (xliv) progress\nof internal research or development programs; (xlv) progress of partnered programs; (xlvi) partner satisfaction; (xlvii) milestones related\nto research development, product development and manufacturing; (xlviii) expansion of sales in additional geographies or markets; (xlix)\nresearch progress, including the development of programs; (l) strategic partnerships or transactions (including in-licensing and out-licensing\nof intellectual property); (li) filing of patent applications and granting of patents; and (lii) any other measures of performance selected\nby the Board.\n\n \n\nA-13 \n\n \n\n \n\n \n\n \n\n \n\n**(ll)**“**Performance Goals**”\nmeans, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance\nCriteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or\nbusiness segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance\nof one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or\n(ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board will appropriately\nmake adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude\nrestructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally\naccepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects\nof any items that are unusual in nature or occur infrequently as determined under generally accepted accounting principles; (6) to exclude\nthe dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives\nat targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the\noutstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization,\nmerger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders\nother than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s\nbonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed\nunder generally accepted accounting principles; (11) to exclude the goodwill and intangible asset impairment charges that are required\nto be recorded under generally accepted accounting principles; (12) to exclude the effect of any other unusual, non-recurring gain or\nloss or other extraordinary item; and (13) to exclude the effects of the timing of acceptance for review and/or approval of submissions\nto any regulatory body. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due\nupon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance\nPeriod. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement\nas specified in the Stock Award Agreement or the written terms of a Performance Cash Award.\n\n \n\n**(mm)** “**Performance Period**”\nmeans the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose\nof determining a Participant’s right to and the payment of a Stock Award or a Performance Cash Award. Performance Periods may be\nof varying and overlapping duration, at the sole discretion of the Board.\n\n \n\n**(nn)** “**Performance Stock Award**”\nmeans a Stock Award granted under the terms and conditions of Section 6(c)(i).\n\n \n\n**(oo)** “**Plan**” means\nthis Ascent Solar Technologies, Inc. 2023 Equity Incentive Plan.\n\n \n\n**(pp)** “**Restricted Stock Award**”\nmeans an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).\n\n \n\n**(qq)** “**Restricted Stock Award\nAgreement**” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and\nconditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the\nPlan.\n\n \n\n**(rr)**“**Restricted Stock Unit\nAward**” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section\n6(b).\n\n \n\n**(ss)**“**Restricted Stock Unit\nAward Agreement**” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing\nthe terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject to the terms\nand conditions of the Plan.\n\n \n\n**(tt)**“ **Rule 16b-3**”\nmeans Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.\n\n \n\n**(uu)**“**Securities Act**”\nmeans the Securities Act of 1933, as amended.\n\n \n\n**(vv)** “**Stock Appreciation Right**”\nor “**SAR**” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and\nconditions of Section 5.\n\n \n\n**(ww)**“**Stock Appreciation Right\nAgreement**” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms\nand conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions\nof the Plan.\n\n \n\n**(xx)** “**Stock Award**”\nmeans any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted\nStock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock Award.\n\n \n\n**(yy)** “**Stock Award Agreement**”\nmeans a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock\nAward Agreement will be subject to the terms and conditions of the Plan.\n\n \n\nA-14 \n\n \n\n \n\n \n\n**(zz)**“**Subsidiary**”\nmeans, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting\npower to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class\nor classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly\nor indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct\nor indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.\n\n \n\n**(aaa)** “**Ten Percent Stockholder**”\nmeans a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined\nvoting power of all classes of stock of the Company or any Affiliate.\n\n \n\n**(bbb)** “**Transaction**”\nmeans a Corporate Transaction or a Change in Control."}