Exhibit 10.4




	
  CONFIDENTIAL
  TREATMENT REQUESTED

  
	
  —

  
	
  CONFIDENTIAL
  PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED
  WITH THE SECURITIES AND EXCHANGE COMMISSION

  






LONG-TERM
SUPPLY AGREEMENT II


 


HEMLOCK SEMICONDUCTOR
CORPORATION, a Michigan corporation with its principal place of business at
12334 Geddes Road, Hemlock, Michigan 48626 (“HSC”), and SunPower Corporation, a
United States corporation with its principal place of business at 3939 North
First Street, San Jose, California 95134 (“Buyer”) hereby enter into this
Long-Term Supply Agreement (the “Agreement”) effective as of the date of Buyer’s
execution of this Agreement (the “Effective Date”).


WHEREAS, Buyer desires to
purchase and HSC agrees to sell Products (herein defined) pursuant to the terms
and conditions of this Agreement.


NOW, THEREFORE, the
parties agree as follows:


1.                                       Products. As used in
this Agreement, “Product” or “Products” shall mean the polycrystalline silicon
manufactured by HSC. The specifications for the Product are set forth in Exhibit A, as such
specifications may be amended from time to time by mutual written
agreement of the parties (the “HSC Product Specifications”). Subject only to
the following two exceptions, Buyer shall utilize the Products for its manufacturing
purposes and shall not, without the prior written consent of HSC, re-sell the
Products, or become a re-seller or distributor of the Products; said consent as to any options of Buyer shall not be unreasonably
withheld or delayed unless said options are likely to have a negative impact on
HSC’s financial performance. Exceptions: (1) Buyer may re-sell or
distribute the Products without prior written consent of HSC to wholly-owned or
majority owned subsidiaries (hereinafter together with Buyer referred to as the
“SunPower Group”; (2) Buyer may re-sell or distribute the Products without
prior written consent of HSC to such enterprises that have entered into supply
agreements with the SunPower Group for the sole purpose of producing ingots
and/or wafers for the exclusive use of the SunPower Group. Buyer will notify
HSC of the conclusion of such supply agreements and upon Buyer’s request HSC
may, at its discretion, agree to drop-ship Products to such enterprises for the
purpose cited above.


2.                                       Non-Refundable Advance
Payment. Buyer
agrees to make a non-refundable, unconditional, irrevocable advance payment in
the amount of $113,220,000.00 (the “Advance Payment”). One-third
($37,740,000.00) of the Advance Payment shall be paid on or before October 4,
2007, One-third ($37,740,000.00) of the Advance Payment will be paid on or
before October 4, 2008, and One-third ($37,740,000.00) of the Advance Payment
will be paid on or before October 4, 2009. Except as set forth in Section 15,
Buyer expressly acknowledges its understanding and agrees that, once this
Agreement is executed, there are no circumstances or occurrences that will
require HSC to refund to Buyer all or any portion of the Advance Payment other
than HSC’s failure to deliver the Products to which the Advance Payment
relates, as set forth in Section 9. The Advance Payment shall be applied as a
credit against the price of the Products that Buyer is required to


 


 


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purchase, and HSC is required to supply, under this Agreement at the
times and in the amounts shown on Exhibit B.


3.                                       Price
and Quantity; Purchase Orders.


(a)                                  Price
and Quantity.                                      For the time
period January 1, 2010 through December 31, 2019, HSC agrees to sell and Buyer
agrees to purchase Products pursuant to the terms and conditions of this
Agreement. The price and quantity of Products to be purchased by Buyer is as
set forth in Exhibit B. As set forth in Exhibit
B, Buyer retains the discretion to select among the Products listed to fulfill
its annual quantity commitments. Unit prices for shipment of Product are FCA
Hemlock, Michigan (Incoterms 2000). Subject only to the price adjustments set
forth in Section 4, these prices are fixed for the term of this Agreement. Buyer may require an audit of the HSC’s supporting
documentation validating the price adjustments permitted under Exhibit B. Any such audit shall be conducted by a qualified
independent third party who shall be granted access, under a confidentiality
agreement, to all relevant documentation it reasonably requests for such
verification. Any such audit shall be paid for by Buyer.


(b)                                 Purchase
Orders.
The parties acknowledge their standard practice in which Buyer, in connection
with fulfilling its purchase commitment for any given year, periodically issues
purchase orders, and occasionally change orders thereto, for Products
requesting specified quantities, delivery dates and delivery locations. The
parties agree that the provisions of this Section 3(b) create no legal
commitment or obligations with respect to purchase orders or otherwise.


4.                                       Price
Adjustments. HSC may adjust prices on an annual basis to
account for changes in HSC’s cost structure relative to the manufacture of the
Products, including changes relating to electricity, raw materials and the
Employment Cost Index. On January 1 of each year beginning with January 1,
2010, prices may be increased pursuant to the mechanism set forth in Exhibit C.


5.                                       Take
or Pay Agreement. This Agreement is a “take or pay agreement” such
that Buyer is absolutely and irrevocably required to accept and pay for the
contracted volume of Products per year over a 10-year period at the prices set
forth in Exhibit B, subject to the adjustments described in Section 4 above. In the
event that Buyer fails to order and take delivery of its contracted volume in a
given year, HSC shall invoice Buyer for the differential at full contract price
and Buyer will pay the same within 30 days of invoice date. Buyer specifically
acknowledges and accepts that it will be liable for the full purchase price of
volume differential between the quantity ordered and the contracted volume.


6.                                       Payment. Payment terms
are net 30 days from the date of the invoice. Finance charges of ***% per month
(***% per annum) may be assessed on payment past due from the payment due date
to the date payment is received. Failure to pay


 


 


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invoices when due or finance charges when assessed may result in
delayed or cancelled shipments. No unauthorized deductions from invoices are
permitted.


7.                                       Title
and Risk of Loss. Buyer shall purchase the Products from HSC FCA
Hemlock (Incoterms 2000) with title and risk of loss with respect to all
Products passing to Buyer when the goods have been delivered to the carrier at
Hemlock, Michigan.


8.                                       Term. The term of
this Agreement shall be from the Effective Date through December 31, 2019 (the “Initial
Term”). The Agreement may not be terminated during the Initial Term, except as
expressly set forth in Section 10.


9.                                       Manufacturing
Facility.               Buyer
acknowledges that HSC will be expanding its manufacturing facilities (the “Expanded
Manufacturing Facility”) in order to produce the Products to be supplied under
this Agreement. The estimated completion date for 50% of the manufacturing facility
capacity is January 1, 2010, with estimated capacity of 75% completed on
January 1, 2011, and 100% of estimated capacity completed on January 1, 2012. Buyer
acknowledges the possibility of delays in completing the manufacturing facility
and expressly agrees that, so long as 50% of the manufacturing capacity
commences production by June 30, 2010, HSC SHALL HAVE NO LIABILITY TO BUYER FOR
ANY SUCH DELAY.  The parties further
agree to the following liquidated damages formula as Buyer’s sole and exclusive
remedy and damages for delays beyond June 30, 2010:


Liquidated Damages
Calculation: $*** multiplied by the number of months delayed
beyond June 30, 2010 (pro-rated for partial months). The total liquidated
damages shall not exceed the amount of Buyer’s Advance Payment.


HSC
agrees that the Expanded Manufacturing Facility shall be subject to bi-annual
inspections by Buyer. Said inspections shall be subject to HSC’s
confidentiality and security policies for site visits. Any fees and costs
associated with such inspection shall be borne by Buyer.


10.                                 Termination. Buyer
understands and acknowledges that HSC is making substantial capital investments
to expand its manufacturing capabilities in order to satisfy Buyer’s demand for
the Products. The parties acknowledge it is their express intent that Buyer is
obligated to purchase the contracted volumes over the Initial Term of this
Agreement. Accordingly, the basis and circumstances under which the parties can
terminate this Agreement prior to the expiration of the Initial Term of this
Agreement is expressly limited to the terms of this Section 10.


(a)                                  Termination by
Buyer. Buyer may, at its option, terminate this Agreement only upon the
occurrence of all of the following events: (i)(1) once production of Products
has commenced at the Expanded Manufacturing Facility, a failure by HSC to
deliver the contracted amount of Products properly ordered by


 


 


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Buyer or (2) other material
breach of this Agreement by HSC other than (A) HSC’s failure to complete the
Expanded Manufacturing Facility (which shall be addressed solely by the
provisions of Section 9) and (B) a material breach triggered by a Force Majeure
Event (which shall be solely addressed in Section 19), (ii) service of written
notice of such failure to HSC, and (iii) a failure by HSC to cure such delivery
deficiency or material breach within ninety (90) days of receipt of the written
notice of such event. If HSC rectifies any such failure of delivery or material
breach within such period, then HSC’s deficiency of performance shall be deemed
cured and Buyer shall not be entitled to terminate this Agreement.


(b)                                 Termination by
HSC. HSC may, at its option, terminate this Agreement only upon the
occurrence of all of the following events: (i) in the event of a failure to pay
(other than a failure to pay triggered by a Force Majeure Event which shall be
solely addressed in Section 19) or other material breach of this Agreement by
Buyer, (ii) service of written notice of such failure to Buyer, and (iii) a
failure by Buyer to cure such breach within ninety (90) days after receipt of
written notice of such breach. If Buyer rectifies any such payment failure or
material breach within such period, then Buyer’s deficiency of performance
shall be deemed cured and Buyer shall not be entitled to terminate this
Agreement. In the event of a termination due to Buyer’s breach, in addition to
any other damages that can be established by HSC, Buyer shall be liable to HSC
for the purchase price of Products as set forth in Exhibit B.


11.                                 Confidentiality. The parties
acknowledge and agree that the terms of this Agreement and certain information
exchanged between them pertaining to this Agreement, including information
regarding research, technology, product developments, marketing plans or
conditions, products, business strategies, and the like, constitutes “Confidential
Information” of the party disclosing the information. The purpose of the
exchange of the Confidential Information” is to allow the parties to meet their
obligations and responsibilities under this Agreement. During the term of this
Agreement, and for a period of 15 years following its termination or
expiration, except as required by applicable law, regulation or rules of any
securities exchange, the party receiving any Confidential Information, and its
employees, attorneys, financial advisors, officers, directors and shareholders
who shall receive such Confidential Information shall not, except with the
prior written consent of the disclosing party, use, divulge, disclose or
communicate, to any person, firm, corporation or entity, in any manner
whatsoever, the terms of this Agreement or any Confidential Information of the
disclosing party; provided, however, that each party may use, divulge, disclose
or communicate the terms of this Agreement or Confidential Information of the
disclosing party to wholly-owned or majority owned subsidiaries if such
subsidiaries undertake to keep such information strictly confidential in
accordance with this Section 11 and each subsidiary has a “need to know”. The
parties will be liable for any breach of this Section 11 by any of their
respective wholly-owned or majority owned subsidiaries. Each party further
agrees to use the same degree of care to avoid publication or dissemination of
the Confidential Information disclosed to such party under this


 


 


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Agreement
as it employs with respect to its own Confidential Information, but at all
times shall use at least reasonable care to protect against disclosure. Confidential
Information does not and shall not include information that:


(a)                                  was already
known to the receiving party at the time such information is disclosed by the
other party;


(b)                                 was or became
publicly known through no wrongful act of the receiving party;


(c)                                  was rightfully
received from a third party without restriction;


(d)                                 was
independently developed by the receiving party;


(e)                                  was approved
for release by written authorization of the party disclosing such information
under this Agreement; or


(f)                                    was required by
legal or financial reporting purposes to be disclosed; provided, however, that
the party being required to disclose shall, if circumstances permit, provide
advanced notice to the other party and shall allow the other party a reasonable
opportunity to oppose such disclosure, if appropriate.


12.                                 Limited
Warranty. HSC warrants only that, upon delivery, the
Products will meet the HSC Product Specifications, as set forth in Exhibit A (ii) the Products will be delivered free from any
security interest, lien or encumbrance; and (iii) HSC will convey good title to
the Products.


13.                                 Warranty Disclaimer. THIS LIMITED
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, SAID WARRANTIES BEING EXPRESSLY DISCLAIMED.


14.                                 Limited Remedy. HSC shall be
given reasonable and prompt opportunity to examine any claim of defect by
Buyer. Buyer agrees that its sole and exclusive remedy against HSC shall be
limited to either, at HSC’s sole discretion, (i) the revision, repair or
replacement of non-conforming or defective Products or (ii) payment not
to exceed the purchase price of the specific Products for which damages are
claimed. This exclusive remedy shall not be deemed to have failed of its
essential purpose so long as HSC is willing to revise, repair or replace the
defective Products, or make the payment described in this Section 14.


15.                                 Damages Limitation. EXCEPT FOR
SITUATIONS INVOLVING (i) A DELAY IN COMPLETION OF THE MANUFACTURING FACILITY AS
DESCRIBED IN SECTION 9 OF THIS AGREEMENT, OR (ii) FOR FAILURE TO DELIVER
PRODUCTS TO WHICH THE ADVANCE PAYMENTS RELATE, AS DESCRIBED IN SECTION 9 OF
THIS AGREEMENT, HSC SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY
RESULTING FROM DELAY IN DELIVERY OF THE PRODUCTS, OR FOR ANY FAILURE TO PERFORM


 


 


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WHICH
IS DUE TO A FORCE MAJEURE EVENT (AS DEFINED IN SECTION 19).  EXCEPT FOR
HSC’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16 AND FOR EITHER PARTY’S
BREACH OF SECTION 11, THE MAXIMUM AGGREGATE LIABILITY OVER THE TERM OF THIS
AGREEMENT, IF ANY, FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT
DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM A
PARTY’S BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY,
OR OTHER TORT, IS LIMITED TO, IN THE CASE OF HSC, THE REMAINING NET BALANCE OF
THE ADVANCED PAYMENT AS SET FORTH IN EXHIBIT B AND, IN THE CASE OF BUYER, THE
AGGREGATE PRICE FOR THE PRODUCTS COMMITTED TO BE PURCHASED BY BUYER DURING THE
INITIAL TERM AS SET FORTH IN EXHIBIT B.  IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED REMEDY
SET FORTH ABOVE.


16.                                 Patents. If any suit
is brought against Buyer for infringement of any United States Letters Patent
alleging that the Products or HSC’s methods of manufacturing them infringe any
United States Letters Patent, HSC shall, at its own expense, defend and control
the suit against these allegations only, and shall pay any award of damages
assessed against Buyer in the suit to the extent only that the damages are
awarded in connection specifically with the alleged infringement, provided that
Buyer gives HSC prompt notice in writing of the institution of the suit and, to
the full extent of Buyer’s power to do so, Buyer permits HSC to defend and
control the suit against these allegations. The above fully expresses Buyer’s
exclusive remedy and HSC’s sole responsibility with respect to infringement of
any patent by the Products, and HSC EXPRESSLY DISCLAIMS ANY OTHER WRITTEN OR
UNWRITTEN, EXPRESS OR IMPLIED WARRANTY AGAINST INFRINGEMENT with respect to the
Products. In no case shall HSC be liable to defend or pay any award of damages
assessed against Buyer to the extent any suit or cause of action alleges that
the nature of Buyer’s use of the Products (or the use of the Products by Buyer’s
customers) infringes any patent.


17.                                 Taxes. Any tax or
other government charge now or in the future levied upon the production, sale,
use or shipment of the Products (except HSC’s income tax obligations) may, at
HSC’s option, be added to the purchase price.


18.                                 Fair Labor Standards Act. HSC hereby
certifies that the Products shall be produced in compliance with the Fair Labor
Standards Act, as amended, and of regulations and orders of the United States
Department of Labor issued under that Act.


19.                                 Force Majeure. HSC shall not
be liable for delays or failures in performance of an order or default in
delivery arising out of or resulting from causes


 


 


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beyond its control. Such causes include, but are not limited to, acts
of God, acts of Buyer, acts of the Government or the public enemy, fire, flood,
epidemics, quarantine restrictions, strikes, freight embargoes, severe weather,
equipment breakage or default of suppliers due to any of such causes (each a “Force
Majeure Event”). In the event of any such delay of HSC’s performance, Buyer
shall honor its obligations hereunder as soon as HSC is able to perform. In
addition, if due to a Force Majeure Event, HSC is unable to produce sufficient
goods to meet all demands from customers and internal uses, HSC shall have the
right to allocate production among its customers and plants in any manner in
which HSC may determine to be equitable.


Buyer
shall not be liable for delays or failures in meeting its payment obligations
as set forth in Section 6, if such failure arises out of or results from causes
beyond its control. Such causes include, but are not limited to, acts of God,
acts of HSC, acts of the Government or the public enemy, fire, flood, epidemic,
quarantine restrictions, strikes, freight embargoes, or severe weather (each a “Force
Majeure Event”). In the event of any such delay of Buyer’s performance, HSC
shall honor its obligations hereunder as soon as Buyer is able to perform.


20.                                 Choice of Law. The Agreement
is made in, and shall be governed and controlled in all respects by the laws of
the State of Michigan, USA (specifically disclaiming the U.N. Convention
Contracts for the International Sale of Goods) and all disputes, including
interpretation, enforceability, validity, and construction, shall be determined
under the law of the State of Michigan, without regard to any conflict of law
provisions.


21.                                 Choice of Forum. The parties
submit to the exclusive jurisdiction and venue of the U.S. District Court for
the Eastern District of Michigan for all disputes arising, directly or
indirectly, under this Agreement.


22.                                 Waiver. Either party’s
failure to exercise a right or remedy or such party’s acceptance of a partial
or delinquent payment shall not operate as a waiver of any of such party’s
rights or the other party’s obligations under the Agreement and shall not
constitute a waiver of such party’s right to declare an immediate or a
subsequent default.


23.                                 Severability. If one or
more of the provisions of this Agreement shall be found, by a court with
jurisdiction, to be illegal, invalid or unenforceable, it shall not affect the
legality, validity or enforceability of any of the remaining provisions of this
Agreement. The parties agree to attempt to substitute for any illegal, invalid
or unenforceable provision a legal, valid or enforceable provision that
achieves to the greatest extent possible the economic objectives of the
illegal, invalid or unenforceable provision.


24.                                 Integration. The Agreement
constitutes the entire understanding between the parties with respect to the
subject matter of the Agreement and supersedes any prior discussions,
negotiations, agreements, memoranda of understanding and the


 


 


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like. Modifications to the Agreement may be made only in writing and
signed by each party.


25.                                 Assignments. No assignment
of the Agreement or of any right or obligation under the Agreement shall be
made by either party without the prior written consent of the other party, said
consent shall not be unreasonably withheld; provided, however, that each party
may assign this Agreement without any such consent to its Affiliates or in
connection with a merger, acquisition, change of control or sale of
substantially all of the assets of the assigning party. As used herein, an “Affiliate”
of a party means any other party controlling, controlled by, or under common
control with, such party. In the event of a proper assignment, the Agreement shall
be binding upon and inure to the benefit of the assigning party’s successors
and assigns.


26.                                 Attorney Fees and Costs. In the event
of HSC’s enforcement of any term or condition in the Agreement, Buyer shall be
liable to HSC for all costs, including attorney fees, incurred by HSC in
enforcing the Agreement and in collecting any sums owed by Buyer to HSC.


27.                                 Dollars. All
references to monetary amounts shall be in U.S. Dollars.


28.                                 Agreement Preparation. This
Agreement shall be considered for all purposes as prepared through the joint
efforts of the parties and shall not be construed against one party or the
other as a result of the manner in which this Agreement was negotiated,
prepared, drafted or executed.


29.                                 Deadline. This
Agreement must be executed and returned to HSC by July 20, 2007. If the
Agreement is not executed and returned to HSC by that date, the Agreement shall
be null and void.


	
  BUYER:

  	
  HSC:

  
	
   

  	
   

  
	
  SUNPOWER CORPORATION

  	
   

  	
  HEMLOCK SEMICONDUCTOR

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
  By:

  	
  /s/ THOMAS WERNER

  	
   

  	
  By:

  	
  /s/ GARY R. HOMAN

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Thomas Werner

  	
   

  	
  Print Name:

  	
  Gary R. Homan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  July 16, 2007

  	
   

  	
  Date:

  	
  July 2, 2007

  	
   

  
							



 


 


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EXHIBIT A


HSC
PRODUCT SPECIFICATIONS


***


 


 


 


 


 


 


 


 


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  Calendar Year

  	
   

  	
  Shipped Quantity

  (FCA HSC in

  kilograms)

  	
   

  	
  Gross Price Per

  Kilogram for

  HSC DMS (in US

  Dollars)

  	
   

  	
  Advanced Payment Per

  Kilogram (in US

  Dollars)

  	
   

  	
  Net Price Per

  Kilogram for

  HSC DMS (in US

  Dollars)

  	
   

  	
  Net Remaining

  Advanced

  Payment at Year-

  End (to be

  Prorated based

  on actual volume

  shipped)

  	
   

  
	
  Total Advance Payment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2010

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2011

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2012

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2013

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2014

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2015

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2016

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2017

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2018

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2019

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
   

  	
   

  	
  Total
  Shipped Quantity (in kilograms): ***

  	
   

  	
  Average
  Gross Price Per Kilogram: $***

  	
   

  	
   

  	
   

  	
  Average
  Net Price Per Kilogram: $***

  	
   

  	
   

  	
   

  



 


 


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EXHIBIT
B


SOLAR-GRADE
POLYSILICON ANTICIPATED DELIVERY SCHEDULE


 




	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Price Variance

  ($US/kg)

  
	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  ***

  
	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  ***

  
	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  ***

  
	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  ***

  
	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  ***

  
	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  ***

  
	
  HSC XXX

  	
   

  	
  Granular

  	
   

  	
  TBD

  	
   

  	
  TBD

  






 


 


HSC and Buyer Confidential


***         CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


11

















 


Exhibit B (Continued)


Product Pricing


 


 


 


 


 


 


 


 


 


 


 


 


 


 


HSC and Buyer Confidential


***         CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


12

















 


Pricing for HSC DMS


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2013

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC DMS

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


Pricing for HSC DMS-L


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2013

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC DMS-L

  	
   

  	
  Big Piece

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


Pricing for HSC SGB


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2013

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC SGB

  	
   

  	
  Chunk

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


 


HSC and Buyer Confidential


***         CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


13

















 


Exhibit B (Continued)


Product Pricing


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


HSC and Buyer Confidential


***         CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


14

















 


Pricing for HSC 900


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2013

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC 900

  	
   

  	
  Chunk

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


Pricing for HSC 840*


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2013

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC 840

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


Pricing for HSC 850*


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
   ***

  
	
  2013

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  *** 

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC 850

  	
   

  	
  Chips

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


 


 


HSC and Buyer Confidential


***         CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


15

















 


Exhibit B (Continued)


Product Pricing


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


HSC and Buyer Confidential


***         CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


16

















 


Pricing
for HSC 890*


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2013

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC 890

  	
   

  	
  Chips/Fines

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


Pricing for HSC SCE*


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2013

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC SCE

  	
   

  	
  Carbon
  Ends

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


Pricing for HSC PTB*


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2013

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC PTB

  	
   

  	
  Etched TBS

  	
   

  	
  Bulk

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


 


 


HSC and Buyer Confidential


***         CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


17

















 


Exhibit B (Continued)


Product Pricing


 


Pricing for HSC PCE*


	
  Calendar

  Year

  	
   

  	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Gross Price

  Per kg

  	
   

  	
  Net Price Per kg

  
	
  2010

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2011

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2012

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2013

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2014

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2015

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2016

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2017

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2018

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  
	
  2019

  	
   

  	
  HSC PCE

  	
   

  	
  Etched CE

  	
   

  	
  10 kg Bags

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  



 


 


PRODUCTS UNDER DEVELOPMENT(1)


	
  Product

  	
   

  	
  Type

  	
   

  	
  Package

  	
   

  	
  Price

  
	
  HSC P18*

  	
   

  	
  Surface Cleaned Fallout

  	
   

  	
  TBD(2)

  	
   

  	
  TBD

  
	
  HSC P19*

  	
   

  	
  Surface Cleaned Fallout

  	
   

  	
  TBD

  	
   

  	
  TBD

  
	
  HSC PSR*

  	
   

  	
  Surface Cleaned Fallout

  	
   

  	
  TBD

  	
   

  	
  TBD

  
	
  HSC GXX*

  	
   

  	
  Granular

  	
   

  	
  TBD

  	
   

  	
  TBD

  











*The available quantity of these products will be limited due to
capacity and the actual fall-out quantities. 
Buyer may, in its sole and exclusive discretion, fulfill its quantity
commitments based on any combination of available Product as determined solely
by HSC.  With respect to the Products
listed in this Exhibit B without the asterisk (*) designation, Buyer may, in
its sole and exclusive discretion, fulfill its quantity commitments based on
any combination of such Products, as determined solely by Buyer.


 


 


1 The Products identified are under development by
HSC. HSC makes no representation that the Products will ultimately be available
for use by Buyer. If development is successful (determined in HSC’s sole and
exclusive discretion), these Products or other future Product generations will
be made available for purchase at Buyer’s discretion in fulfillment of its
purchase obligations hereunder. Specifications will be developed and
communicated to Buyer.


2 “TBD” means to be determined.


 


HSC and Buyer Confidential


***         CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


18
















 


EXHIBIT
C


 


Electrical Costs: 
The base cost (base year = 2007) will be $*** per MWh (megawatt hour) with inflation estimated at ***% per year.  If the cumulative percentage increase in HSC’s
actual electrical rate exceeds ***%
compounded annually, HSC may increase the contract price of polysilicon by $*** per kg for each whole percentage point
that the cumulative actual percentage increase exceeds the cumulative
compounded ***% base rate.  The following table provides an example of
this price adjustment mechanism:


 


	
   

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  	
   

  	
  2013

  	
   

  	
  2014

  	
   

  	
  2015

  	
   

  	
  2016

  	
   

  	
  2017

  	
   

  	
  2018

  	
   

  	
  2019

  	
   

  	
  2020

  	
   

  
	
  Base Rate *

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Compounded

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Actual Rate *

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Compounded

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Price Change / KG

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
																																		



 


In the preceding example,
HSC may choose to increase the annual contract price of polysilicon (Exhibit B)
by $*** per kg in 2015 through
2017 and by $*** per kg in 2018
through 2020.


 


 


Labor Cost Inflation: 
The base inflation rate is estimated at ***% per year (base year = 2007).  If the cumulative rate of inflation (as
measured by ECI) exceeds ***%
compounded annually, HSC may increase the contract price of polysilicon by $*** per kg for each whole percentage point
that the cumulative percentage increase in ECI exceeds the cumulative
compounded ***% base rate.  The following table provides an example of
this price adjustment mechanism:


 


	
   

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  	
   

  	
  2013

  	
   

  	
  2014

  	
   

  	
  2015

  	
   

  	
  2016

  	
   

  	
  2017

  	
   

  	
  2018

  	
   

  	
  2019

  	
   

  	
  2020

  	
   

  
	
  Base Rate *

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Compounded

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Actual Rate *

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Compounded

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Price Change / KG

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
																																				



 


In the preceding example,
HSC may choose to increase the annual contract price of polysilicon (Exhibit B)
by $*** per kg in 2013 through
2016 and by $*** per kg in 2017
through 2020.


 


 


HSC and Buyer Confidential


***                           CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


19

















 


EXHIBIT C (Continued)


 


Raw Material Cost
Inflation:  The base cost (base year = 2007) of
Metallurgical Grade Silicon Metal will be $***
per KG with inflation estimated at ***%
per year.  If the cumulative rate of
inflation (as measured by USA CRU Spot) exceeds ***% compounded annually, HSC may increase the contract price
of polysilicon by $*** per kg for
each whole percentage point that the cumulative percentage increase in USA CRU
Spot exceeds the cumulative compounded ***%
base rate.  The following table provides
an example of this price adjustment mechanism:


 


	
   

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  	
   

  	
  2013

  	
   

  	
  2014

  	
   

  	
  2015

  	
   

  	
  2016

  	
   

  	
  2017

  	
   

  	
  2018

  	
   

  	
  2019

  	
   

  	
  2020

  	
   

  
	
  Base Rate *

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Compounded

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Actual Rate *

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Compounded

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  Price Change / KG

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
																																		



 


In the preceding example,
HSC may choose to increase the annual contract price of polysilicon (Exhibit B)
by $*** per kg in 2015 through
2017 and by $*** per kg in 2018
through 2020.


 


 


Inflation rate for
Electrical costs shall be measured by actual $ per MWh.  Inflation rate for Labor Cost Inflation shall
be measured by ECI.  “ECI” is the
Employment Cost Index Civilian (unadjusted) as published by the U.S. Department
of Labor (www.bls.gov).  Inflation for
metallurgical grade silicon metal shall be measured by CRU Spot price as
published by CRU International LTD (by subscription only).


 


 


HSC and Buyer Confidential


***                           CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


 


20