upon conversion,which may include reference to the price of the applicable securities being sold to third partiesor the price paid for securities in connection with an acquisition of the Borrower by means of amerger, consolidation, share exchange or other similar transaction or series of relatedtransactions or in connection with a public offering of shares, and terms related to the executionof agreements (in a form customary and reasonable) relating to the acquisition of securities uponconversion, which may include registration, co sale, rights of first refusal, rights of first offerand voting rights, relating to such securities.**5. Application of Note Amount to Acquisition of Jiawei Solar (Wuhan) Co., Ltd. If Lenderelects to or is required to acquire Jiawei Solar (Wuhan) Co., Ltd. as a result of the put or calloption provided for in Section 3.3.a. or 3.4.a. of the Manufacturing Services Agreement dated July14, 2009 among Lender, Borrower and their affiliates, then the unpaid principal amount and accruedinterest under this Note may be applied at the option of Lender to pay amounts required to be paidby Lender to Borrower.**6.****Miscellaneous**.**6.1****Successors and Assigns****.**Except as otherwise provided herein, the terms and conditionsof this Note shall inure to the benefit of and be binding upon the respective successors andassigns of the parties. Nothing in this Note, express or implied, is intended to confer upon anyparty other than the parties hereto or their respective successors and assigns any rights,remedies, obligations or liabilities under or by reason of this Note, except as expressly providedin this Note.**6.2****Governing Law****.**This Note shall be governed by and construed under the laws of theCommonwealth of Massachusetts as applied to agreements among Massachusetts residents, made and tobe performed entirely within the Commonwealth of Massachusetts.**6.3****Titles and Subtitles****.**The titles and subtitles used in this Agreement are used forconvenience only and are not to be considered in construing or interpreting this Note.**6.4****Notices****.**All notices and other communications given or made pursuant hereto shall bein writing and shall be deemed effectively given: (i) upon personal delivery to the party to benotified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal businesshours of the recipient; if not, then on the next business day, (iii) five (5) days after havingbeen sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one(1) day after deposit with a nationally recognized overnight courier, specifying next day delivery,with written verification of receipt.**6.5****Expenses****.**If any action at law or in equity is necessary to enforce or interpret theterms of this Note, the prevailing party shall be entitled to reasonable attorneys’ fees, costs andnecessary disbursements in addition to any other relief to which such party may be entitled.**6.6****Severability****.**If one or more provisions of this Note are held to be unenforceableunder applicable law, such provision shall be excluded from this Note and the balance of the Noteshall be interpreted as if such provision were so excluded and shall be enforceable in accordancewith its terms.**6.7****Covenants of the Borrower to Deliver Information and Financial Statements****.**TheBorrower shall deliver to Lender such financial statements or information as the Borrower providesto its stockholders simultaneously with the delivery thereof to the stockholders.
2

 
**6.8****Further Assurance****.**From time to time, the Borrower shall execute and deliver to Lendersuch additional documents and shall provide such additional information to the Lender as Lender mayreasonably require to carry out the terms of this Note, and any agreements executed in connectionherewith, and to be informed of the financial and business conditions and prospects of theBorrower.**6.9****Waiver of Jury Trial****.**TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBYEXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION ORPROCEEDING ARISING UNDER OR WITH RESPECT TO THIS NOTE, OR IN ANY WAY CONNECTED WITH, OR RELATED TO,OR INCIDENTAL TO, THE DEALING OF THE PARTIES HERETO WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONSRELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OFWHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTYHERETO HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION OR PROCEEDING SHALL BE DECIDED BY A COURTTRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OFTHIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY HERETO TO THEWAIVER OF ITS RIGHT TO TRIAL BY JURY.**6.10****Set-Off****.**Lender may set-off any payments owed to it by Borrower against any paymentobligations of Lender to Borrower under this Note or any other agreement.**6.11****Entire Agreement; Amendments and Waivers****.**This Note and the other documents deliveredpursuant hereto constitute the full and entire understanding and agreement between the parties withregard to the subjects hereof and thereof. Any term of this Note may be amended and the observanceof any term may be waived (either generally or in a particular instance and either retroactively orprospectively), with the written consent of the Borrower and the Lender. Any waiver or amendmenteffected in accordance with this Section shall be binding upon each future holder of all suchsecurities, and the Borrower.     IN WITNESS WHEREOF the duly undersigned authorized representative of Borrower has executed anddelivered this Note as of the date of Issuance referenced above.      **JIAWEI SOLARCHINA CO., LTD.****