**E** **xhibit** **10.72**
  **[*]
        = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
        BRACKETS, HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR
        CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION.
        THE OMITTED INFORMATION, WHICH HAS BEEN IDENTIFIED WITH THE SYMBOL “[*],” HAS
        BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT
        TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
        AMENDED.**
  **FIRST
        AMENDED & RESTATED SUPPLY AGREEMENT**
  **(Suntech
        Contract No.** **____________** **)**
  This
        First Amended & Restated Supply Agreement is made as of May 12, 2008 (the
“ ***Effective
        Date*** ”)
        between WUXI SUNTECH POWER CO., LTD. , a
        People ’ s
        Republic of China company (hereinafter
        “ ***SUNTECH*** ”)
        and HOKU
        MATERIALS, INC., a
        Delaware corporation (hereinafter “ ***HOKU*** ”).
        SUNTECH and HOKU are each referred to in this Agreement as a “ ***Party*** ”
and
        collectively as the “ ***Parties*** .”
  **Recitals**
  Whereas,
        HOKU and SUNTECH are parties that certain Supply Agreement (Suntech Contract
        No.
        PUR1-0706092) dated as of June 13, 2007 (the “ ***Supply
        Agreement*** ”),
        pursuant to which HOKU agreed to sell to SUNTECH, and SUNTECH agreed to purchase
        from HOKU, polysilicon for SUNTECH’S general use beginning in calendar year 2009
        for a continuous period of either seven or ten years from the date of the
        first
        shipment.
  Whereas,
        HOKU and SUNTECH desire to amend and restate the Supply Agreement as hereinafter
        set forth to confirm the ten year term of the Supply Agreement, and such
        other
        terms as set forth herein.
  Whereas,
        HOKU desires to supply polysilicon to SUNTECH for its general use beginning
        in
        calendar year 2009 for a continuous period of ten years from the date of
        the
        first shipment.
  Whereas,
        in exchange for HOKU’s agreement to allocate the supply of polysilicon, SUNTECH
        desires to provide HOKU with a firm order for polysilicon upon the terms
        and
        conditions provided herein.
  NOW,
        THEREFORE, in furtherance of the foregoing Recitals and in consideration
        of the
        mutual covenants and obligations set forth in this Agreement, the Parties
        hereby
        agree as follows:
  **Agreement**
  1.  Definitions .
  The
        following terms used in this Agreement shall have the meanings set forth
        below:
  1.1.  “ ***Affiliate*** ”
shall
        mean, with respect to either Party, any entity that controls, is controlled
        by
        or under common control with such Party, where “control” of an entity means
        ownership of more than fifty percent (50%) of the stock or equity of such
        entity
        entitled to vote for the election of directors (or, if such entity is not
        a
        corporation, the corresponding managing authority).
  SUNTECH
                  Initials & Date ZS May 12, 2008
              HOKU
                  Initials & Date DS May 12,
                  2008
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  1.2.  “ ***Agreement*** ”
shall
        mean this First Amended & Restated Supply Agreement and all appendices
        annexed to this Agreement as the same may be amended by the Parties from
        time to
        time in accordance with the provisions hereof.
  1.3.  “ ***Business
        Day*** ”
shall
        mean a day (other than a Saturday or Sunday) on which banks are open for
        general
        business in the United States.
  1.4.  “ ***Facility*** ”
shall
        mean HOKU’s manufacturing facility in Pocatello, Idaho, including all buildings
        and other improvements now or hereafter owned, developed, constructed, or
        leased
        by HOKU at such facility and used in the development, manufacture, processing,
        storage, or distribution of Products, together with all machinery and equipment
        used or usable in the operation of such buildings and improvements.
  1.5.  “ ***First
        Shipment Month*** ”
shall
        mean the first month in calendar year 2009 when HOKU ships the Primary Monthly
        Quantity of Product to SUNTECH.
  1.6.  “ ***Guaranteed
        Monthly Quantity of Product*** ”
shall
        mean [*] metric tons of Product during the [*] through [*] Years, and [*]
        metric
        tons of Product during the [*] Years, if applicable.
  1.7.  “ ***Hoku
        Competitor*** ”
shall
        mean any commercial producer or vendor of raw polysilicon, polysilicon ingots
        or
        wafers, or solar cells or modules.
  1.8.  “ ***Initial
        Financing*** ”
shall
        mean HOKU’s receipt of gross aggregate proceeds of at least $75 million U.S.
        Dollars from bank debt, equity financing (including the $25 million in proceeds
        from HOKU’s private placement of common stock on February 29, 2008), customer
        prepayments actually received in cash by HOKU for Products (not including
        commitments for future prepayments, or amounts placed in escrow or secured
        by
        letters of credit), or any combination of the foregoing. For purposes of
        this
        Agreement, the terms “bank debt” and “equity financing” shall mean straight
        bonds or debentures, credit lines, convertible debt, common and preferred
        stock,
        and warrants; and HOKU’s “receipt” of such proceeds shall mean the receipt of a
        binding and legally enforceable commitment from a lender to provide the Initial
        Financing (or a portion thereof); provided, however, that HOKU must have
        received, in cash, at least 66.7% of the proceeds of such financing by December
        31, 2008. HOKU shall provide to Suntech written certification that it has
        obtained Initial Financing, together with (in the event HOKU has not otherwise
        publicly disclosed the components of such financing), reasonable documentary
        evidence thereof.
  1.9.  “ ***Minimum
        TCS Volume*** ”
shall
        mean [*] metric tons of TCS.
  1.10.  “ ***Officer’s
        Closing Certificate*** ”
shall
        mean the certificate in substantially the form of Appendix 8 attached hereto
        wherein an executive officer of HOKU shall certify to the satisfaction of
        certain conditions precedent as set forth therein.
  1.11.  “ ***Officer’s
        Compliance Certificate*** ”
shall
        mean a certificate in substantially the form of Appendix 9 attached hereto
        wherein an executive officer of HOKU shall certify to the satisfaction of
        certain conditions precedent as set forth therein.
  1.12.  “ ***Primary
        Monthly Quantity of Product*** ”
shall
        mean [*] metric tons of Product during the [*] through [*] Years, and [*]
        metric
        tons of Product during the [*] Years.
 SUNTECH
                    Initials & DateZS
                    May 12, 2008
                HOKU
                    Initials & DateDS
                    May 12, 2008
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  1.13.  “ ***Product*** ”
shall
        mean raw polysilicon in chunk form conforming to the Product Specifications
        to
        be sold by HOKU to SUNTECH pursuant to this Agreement.
  1.14.  “ ***Product
        Specifications*** ”
shall
        mean the quality and other specifications for the Product set forth on **Appendix
        2** to this
        Agreement.
  1.15.  “ ***Qualified
        Engineering Firm*** ”
means
        any engineering firm listed on Appendix 3 that (A)
        has more than five hundred (500) employees, and (B) is not a HOKU
        Competitor.
  1.16.  “ ***Reactor*** ”
shall
        mean a polysilicon deposition reactor.
  1.17.  “ ***Secondary
        Monthly Quantity of Product*** ”
shall
        mean [*] metric tons of Product during the [*] through [*] Years, and [*]
        metric
        tons of Product during the [*] Years.
  1.18.  “ ***TCS*** ”
shall
        mean trichlorosilane.
  1.19.  “ ***Term*** ”
shall
        mean the 10-year period during which this Agreement is in effect, as more
        specifically set forth in Section 1 0 of this
        Agreement.
  1.20.  “ ***Total
        Deposit*** ”
shall
        mean the Initial Deposit and the Main Deposit.
  1.21.  “ ***Wafer*** ”
means
        a
        silicon wafer that can be processed into a photovoltaic cell.
  1.22.  “ ***Years*** ”
shall
        mean consecutive twelve (12) calendar month periods commencing on the First
        Shipment Month. For avoidance of doubt, the first Year is the twelve (12)
        calendar month period commencing on the First Shipment Month, the second
        Year is
        the twelve (12) calendar month period commencing on the first anniversary
        of the
        First Shipment Month, etc.
  2.  Ordering;
        Pricing .
  2.1.  During
        each calendar month of each Year, SUNTECH agrees to purchase from HOKU, and
        HOKU
        agrees to sell to SUNTECH, the Guaranteed Monthly Quantity of Product at
        the
        prices set forth on Appendix 1 to this Agreement (the “ ***Pricing
        Schedule*** ”). This
        Agreement constitutes a firm order from SUNTECH, and a firm supply commitment
        from HOKU, for [*] metric tons of Product that cannot be cancelled or changed
        by
        either Party during the term of this Agreement, except as set forth in Section
        1 0 below
        and the next sentence of this Section 2.1 . At any
        time during the Term of this Agreement, HOKU may reduce its supply commitment
        to
        SUNTECH in writing for Years [*] to [*] metric tons per year. In the event
        that
        HOKU exercises such option, the definition of “Guaranteed Monthly Quantity of
        Product” shall be reduced to [*] metric tons; and the definition of “Secondary
        Monthly Quantity of Product” shall be reduced to [*] metric tons. Any such
        option must be exercised by HOKU in writing at least one hundred eighty (180)
        days prior to the expected delivery date for such Products.
  2.2.  If,
        prior
        to the end of the [*] Year, all of the following conditions have been satisfied:
        (A) HOKU has materially increased its production capacity of Products, (B)
        HOKU
        has paid all of its indebtedness to the Senior Lenders (as defined in
        Section 7.2 below);
        and (C) HOKU and SUNTECH have signed a contract providing for the purchase
        and
        sale of additional volume of Products that is in addition to the volume being
        sold under this Agreement, then the Pricing Schedule for the remaining term
        of
        this Agreement shall be amended and the prices for the Products being sold
        pursuant to this Agreement shall be adjusted to match the pricing for Products
        in such new contract. Notwithstanding the foregoing, HOKU shall have no
        obligation under this Agreement to increase its production capacity, to pay
        its
        Senior Secured Indebtedness or to enter into a new contract with SUNTECH,
        and
        SUNTECH shall have no obligation under this Agreement to enter into a new
        contract with HOKU.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
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  3.  Supply
        Obligations .
  3.1.  HOKU
        shall deliver, in each calendar month during each Year pursuant to this
        Agreement starting on the First Shipment Month, the Guaranteed Monthly Quantity
        of Product; provided however, that if HOKU fails to deliver the Primary Monthly
        Quantity of Product for any given calendar month in such calendar month,
        then
        HOKU may deliver the deficiency within [*] days after the end of such calendar
        month (“ ***Primary
        Delivery Grace Period*** ”)
        without breaching this section or incurring any purchase price reduction
        pursuant to Section 3.3 below;
        and provided further, that if HOKU fails to deliver the Secondary Monthly
        Quantity of Product for any given calendar month in such calendar month,
        then
        HOKU may deliver any deficiency within [*] days after the end of such calendar
        month (“ ***Secondary
        Delivery Grace Period*** ”)
        without breaching this section or incurring any purchase price reduction
        pursuant to Section 3.3 below.
        For the avoidance of doubt, all shipments for any given month shall be applied
        first to the Primary Monthly Quantity of Product and then to the Secondary
        Monthly Quantity of Product, and if there is more than one shipment deficiency,
        each shipment shall be applied to satisfy the oldest deficiency. At any time
        during the term of this Agreement, HOKU may ship to SUNTECH the Guaranteed
        Monthly Quantity of Product for any calendar month in advance of such calendar
        month, but only with SUNTECH’s prior written consent.
  3.1.1.  During
        calendar year 2009, HOKU shall ship to SUNTECH a minimum of [*] metric tons
        of
        its output Products over and above the supply commitments set forth in
        Section 3.1 above.
        After HOKU delivers such [*] metric tons of Products to SUNTECH in 2009,
        HOKU
        may sell the next [*] metric tons of unallocated Products to any customer
        of its
        choosing (including, without limitation, HOKU’s Other Customers (as defined in
        Section 7.3 below)
        and sales on the spot market). Thereafter, and provided that SUNTECH has
        secured
        the Minimum TCS Volume for HOKU pursuant to Section 13.1 below,
        HOKU shall ship to SUNTECH a minimum of [*] percent ([*]%) of its remaining
        unallocated Products in 2009. For purposes of this Section  3.1.1 ,
        HOKU’s
“unallocated Products” are limited to Products produced by HOKU that are not
        subject to a pre-existing contractual shipment obligation to HOKU’s Other
        Customers. The net EXW price for such unallocated Products sold to SUNTECH
        shall
        be the greater of (A) $[*] per kilogram, and (B) the sum of ( *x* )
        the
        multiple of (the gross price per kilogram of TCS (including all shipping,
        handling, insurance, export, and similar costs) that is purchased by HOKU
        pursuant to Section 13.1 )
        times
        ([*]) and ( *y* )
        $[*].
  3.1.2.  In
        any
        event, notwithstanding the foregoing, HOKU may not sell or deliver any Product
        on the spot market, or otherwise sell or deliver Product to any third parties
        other than pursuant to long term supply contracts entered into by HOKU with
        such
        third parties in compliance with Section 3.1.3 below,
        in any given calendar month during the term of this Agreement unless and
        until
        HOKU has fulfilled its Product shipment obligations to SUNTECH for such calendar
        month and all preceding calendar months.
  3.1.3.  During
        the first [*] Years, HOKU agrees that it will not enter into any additional
        supply contract with, or make any supply commitment to, any third party (not
        including the long term supply contract that HOKU and SANYO entered into
        prior
        to the Effective Date) if the aggregate of HOKU’s delivery obligations under all
        of its supply contracts (including those with SUNTECH and SANYO) and such
        additional supply contract/commitment during any month would exceed the rated
        monthly production capacity of all Reactors as certified by the manufacturer
        thereof. Subject to the foregoing, this Agreement shall not preclude HOKU
        from
        (A) entering into supply contracts for additional capacity from Facility
        expansion, including pre-sales of potential Facility expansions, or from
        increased productivity of the Reactors, or (B) selling on the spot market
        or
        entering into long-term contracts for the sale of polysilicon that does not
        meet
        the Product Specifications at any time during the term of this Agreement,
        provided that HOKU uses commercially reasonable efforts to meet the Product
        Specifications with respect to such polysilicon and that HOKU does not
        manufacture polysilicon for the purpose of making such spot market sales
        or
        fulfilling such long term contracts.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
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 3.1.4.  Notwithstanding
        anything to the contrary, nothing in this Section 3.1 is
        intended by the Parties, or shall be deemed, to waive, limit or otherwise
        affect
        any other rights and remedies that SUNTECH may have in connection with any
        HOKU
        failures to fulfill, or delays in fulfilling, its Product supply obligations
        under this Agreement.
  3.2.  HOKU
        intends to manufacture the Products at the Facility; however, notwithstanding
        anything to the contrary herein, HOKU may deliver to SUNTECH Products that
        are
        manufactured by a third party, provided that the Products meet the Product
        Specifications and price set forth in this Agreement. HOKU
        shall manufacture the Products only in the Facility, or in other adequate,
        qualified manufacturing facilities that have access to all necessary labor
        and
        equipment. In the event that more than [*] of the polysilicon shipped to
        SUNTECH
        during any calendar quarter fails to meet the Product Specifications (which
        may
        be determined through testing of batches/samples), such facilities shall
        be
        subject to inspection and/or re-qualification audits by SUNTECH and/or its
        representatives from time to time and upon reasonable prior written notice
        to
        HOKU, and the polysilicon produced at such facilities shall be subject to
        third
        party quality testing at a mutually agreeable location (such agreement not
        to be
        unreasonably withheld or delayed) and at HOKU’s sole expense. HOKU shall bear
        such expense until less than [*] of HOKU’s polysilicon shipments in a quarter do
        not meet Product Specifications. HOKU shall have the right to pre-approve
        any
        third party inspector selected by SUNTECH that is not a Qualified Engineering
        Firm (such approval not to be unreasonably withheld or delayed), which must
        not
        be a HOKU Competitor, and such inspector shall be obligated to sign a
        commercially reasonable non-disclosure agreement with HOKU. HOKU shall
        continuously make available the necessary capacity at such manufacturing
        facilities to meet Guaranteed Monthly Quantity of Products and shall provide
        all
        labor, materials and other items necessary to perform its obligations hereunder.
        For the sake of clarity, the foregoing sentence is not a guaranty of shipment;
        all Product delivery guaranties are specifically set forth in Sections 2.1 ,
        and 3.1 above,
        and Sections 3.3 ,
        and 5 below.
  3.3.  If
        HOKU
        does not complete shipment of the Primary Monthly Quantity of Products or
        the
        Secondary Monthly Quantity of Products for any month on or before the end
        of the
        applicable Primary Delivery Grace Period or Secondary Delivery Grace Period,
        the
        purchase price for the delayed Products shall be reduced by [*] of the original
        purchase price for each week or part thereof that the Product shipment is
        delayed beyond the applicable Primary Delivery Grace Period or Secondary
        Delivery Grace Period. Notwithstanding anything to the contrary, the maximum
        amount of the cumulative purchase price reduction shall not exceed [*] of
        the
        original price of the respective delayed Products. Notwithstanding the foregoing, the purchase price reductions shall not apply
        (i)
        while a force majeure is continuing pursuant to Section 14 and (ii)
        in the event HOKU is not delivering Product due to a payment default of SUNTECH
        pursuant to Section 10.2.1 .
  4.  Wafers . During
        the Term of this Agreement, SUNTECH shall offer HOKU a continuing right of
        first
        refusal to process the Products into Wafers (which may include the use of
        a
        third party facility for such processing) and supply Wafers to SUNTECH in
        lieu
        of Products on commercial terms and Wafer specifications that are no less
        favorable to SUNTECH than the terms and specifications which it is able to
        receive from other third party wafer manufacturers at such time. If HOKU
        utilizes a third party that is not an affiliate of HOKU to process the Wafers,
        then SUNTECH shall have the right to pre-approve (such approval not to be
        unreasonably withheld) such third party and the specification of the Wafers
        being provided by the third party. Until such time as HOKU and SUNTECH have
        mutually agreed and entered into an agreement for the purchase and sale of
        Wafers, and, if applicable, SUNTECH has approved the third party Wafer
        manufacturing company, HOKU shall continue to deliver Product to SUNTECH
        pursuant to the terms of this Agreement.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
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  5.  Shipping
        & Delivery .
  5.1.  The
        first
        shipment of the Guaranteed Monthly Quantity of Product is due on or before
        December 31, 2009; provided, however, that HOKU shall provide at least thirty
        (30) days’ prior written notice if the first shipment will occur prior to July
        31, 2009; and, provided, further that HOKU shall deliver a minimum of [*]
        metric
        tons of Products to SUNTECH in calendar year 2009 (subject to the provisions
        of
        Section 3.1.1 above,
        including the provision that may reduce such volume requirement to [*] metric
        tons), and any deficiency shall be subject to the purchase price adjustment
        pursuant to Section 3.3 without
        any grace period beyond December 31, 2009, except that if more than [*] percent
        ([*]%) of the first [*] metric tons (subject to the reduction of such shipment
        requirement to [*] metric tons pursuant to Section 3.1.1 above)
        is shipped after December 1, 2009, then the price per kilogram of each such
        shipment shall be the calendar year 2010 price as set forth on **Appendix
        1** hereto.
  5.2.  Shipments
        shall be made from the Facility (or from a third party facility if applicable
        pursuant to Section 3.2 above)
        on a monthly basis. On or around the first day of each calendar month, an
        estimated Product shipment schedule will be provided by HOKU to SUNTECH covering
        such month and the following eleven (11) months thereafter (the “ ***Shipment
        Schedule*** ”).
        All
        Product shipments shall include a quality control certificate from HOKU
        certifying that the Products have been tested pursuant to HOKU’s quality control
        testing procedures to ensure that the Products being shipped meet the Product
        Specifications.
  6.  Payments
        & Advances .
  6.1.  HOKU
        acknowledges that as of the date of this Agreement, SUNTECH has provided
        HOKU
        with an initial deposit of Two Million U.S. Dollars (US$2,000,000.00) (the
        “ ***Initial
        Deposit*** ”)
        as
        advance payment for Products to be delivered under this Agreement.
  6.2.  Subject
        to HOKU’s completion of the Initial Financing, SUNTECH shall pay in cash to HOKU
        the additional sum of Forty-Five Million U.S. Dollars (US$45,000,000.00)
        (the
“ ***Main
        Deposit*** ”)
        as an
        advance payment for Products to be delivered under this Agreement in accordance
        with the milestone schedule set forth below.
  6.2.1.  [*]
        of
        the Main Deposit (the “[*] ***Installment*** ”)
        shall
        be paid to HOKU within fifteen (15) Business Days after HOKU’s successful
        completion of one [*] (as defined in the next sentence) and HOKU’s delivery to
        SUNTECH of an Officer’s Compliance Certificate dated as of the date of such
        completion. **** For
        purposes of this Agreement, a “[*]” means [*]. SUNTECH understands that the [*]
        is not meant to produce solar purity polysilicon. SUNTECH shall, at its expense,
        attend the [*]. SUNTECH may, at its option and expense, invite a third party
        technical advisor to attend the [*] with or in lieu of SUNTECH. HOKU shall
        provide written notice to SUNTECH no less than ten (10) Business Days prior
        to
        the [*]. Any third party technical advisor that SUNTECH requests to view
        the [*]
        must not be a Hoku Competitor, and must sign a reasonable confidentiality
        agreement prior to participating in the [*]. Upon completion of the [*],
        HOKU
        and SUNTECH shall sign the [*] Certificate attached hereto as Appendix 5
        (the
“[*] ***Certificate*** ”)
        to
        indicate whether or not the [*] was successfully completed.
  6.2.2.  [*]
        of
        the Main Deposit (the “[*] ***Installment*** ”)
        shall
        be paid to HOKU within fifteen (15) Business Days after HOKU’s successful
        completion of the “[*]” (as defined below) and HOKU’s delivery to SUNTECH of an
        Officer’s Compliance Certificate dated as of the date of such completion. For
        purposes of this Agreement, a “[*]” means [*]. SUNTECH shall, at its expense,
        attend the [*]. SUNTECH may, at its option and expense, invite a third party
        technical advisor to attend the [*] with or in lieu of SUNTECH. HOKU shall
        provide written notice to SUNTECH no less than ten (10) Business Days prior
        to
        the [*]. Any third party technical advisor that SUNTECH requests to view
        the [*]
        must not be a HOKU Competitor, and must sign a reasonable confidentiality
        agreement prior to participating in the [*]. Upon completion of the [*],
        HOKU
        and SUNTECH shall sign the [*] Certificate attached hereto as Appendix 6
        (the
“ ***[*]
        Certificate*** ”)
        to
        indicate whether or not the [*] was successfully completed.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
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  6.2.3.  [*]
        of
        the Main Deposit (the “ ***[*]
        Installment*** ”)
        shall
        be paid to HOKU within fifteen (15) Business Days after the later of the
        date
        when [*]. Upon completion of the [*], HOKU and SUNTECH shall sign the [*]
        Certificate attached hereto as Appendix 7 (the “ ***[*]
        Certificate*** ”)
        to
        indicate whether or not the [*] was successfully completed.
  6.2.4.  In
        the
        event that the Parties cannot resolve a dispute as to whether a milestone
        has
        been achieved under Sections 6.2.1 , 6.2.2 ,
        and 6.2.3 ,
        the
        Parties cannot resolve the dispute in accordance with the first two (2)
        sentences of Section 15.2 ,
        then
        the Parties agree to appoint an independent engineer (the “ ***Independent
        Engineer*** ”)
        to
        make the final determination regarding the success or failure of the [*],
        the
        [*], or the [*], as applicable. The Independent Engineer shall be selected
        by
        and reasonably acceptable to the Collateral Agent, the Senior Secured Parties
        (as that term is defined in the Intercreditor Agreement), HOKU and SUNTECH;
        provided, however, that if the Collateral Agent, the Senior Secured Parties,
        HOKU and SUNTECH cannot agree on the Independent Engineer within ten (10)
        days,
        the Independent Engineer shall be selected solely by the Collateral Agent
        and
        the Senior Secured Parties among all Qualified Engineering Firms. The conclusion
        of the Independent Engineer shall be final for, binding upon and non-appealable
        by HOKU and SUNTECH with respect to the success or failure of the applicable
        milestone. The fees and expenses of such Independent Engineer shall be shared
        by
        HOKU and SUNTECH if the Independent Engineer was hired to resolve a reasonable
        disagreement between HOKU and SUNTECH regarding the success or failure of
        the
        applicable milestone; such fees and expenses shall be paid solely by SUNTECH
        if
        the Independent Engineer was hired because SUNTECH or its third party designee
        either did not attend the applicable demonstration (after notice having been
        provided pursuant to Section 6.2.1 or 6.2.2 ,
        as
        applicable), or did not confirm to HOKU in writing either the success or
        failure
        of the applicable milestone; and such fees and expenses shall be paid solely
        by
        HOKU if the Independent Engineer was hired because HOKU did not confirm to
        SUNTECH in writing either the success or failure of the applicable milestone,
        HOKU did not perform the applicable demonstration in accordance with the
        terms
        of Section 6.2.1 or 6.2.2 ,
        as
        applicable, or HOKU did not provide sufficient advance notice of the applicable
        demonstration as specified in Section 6.2.1 or 6.2.2 ,
        as
        applicable.
  6.2.5.  HOKU
        shall use commercially reasonable efforts to complete each of the milestones
        by
        its respective Target Date listed in the table below. HOKU may attempt to
        achieve each milestone any number of times, provided that the procedures
        set
        forth in Section 6.2.1 , 6.2.2 ,
        or 6.2.3 ,
        as
        applicable, are followed; and, provided, further that if any milestone is
        not
        completed by the respective Final Date listed in the table below, SUNTECH
        shall
        have the right to terminate the Agreement in accordance with Section 10.3.2 .
        Notwithstanding anything to the contrary in this Agreement, HOKU may achieve
        the
        [*], the [*] and the [*] in any order; for example, HOKU may complete the
        [*],
        and SUNTECH shall pay to HOKU the [*] Installment, as applicable, prior to
        HOKU
        successfully completing the [*].
 
 Milestone
              
              Target Date
              
              Final Date[*]
              
              
              [*]
              
              
              [*][*]
              
              
              [*]
              
              
              [*][*]
              
              
              [*]
              
              
              [*]
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
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  6.3.  Stand-by
        Letter of Credit .
  6.3.1.  HOKU
        acknowledges that as of the date of this Agreement, SUNTECH has opened an
        irrevocable stand-by letter of credit with ABN AMRO NV that is attached hereto
        as **Appendix
        4** (the
“ ***Stand-by
        Letter of Credit*** ”)
        in
        favor of HOKU in an amount equal to the Main Deposit against SUNTECH’s failure
        to pay the Main Deposit (as defined above).
  6.4.  HOKU
        shall invoice SUNTECH at or after the time of each shipment of Products to
        SUNTECH. Taxes, customs and duties, if any, will be identified as separate
        items
        on HOKU invoices. All invoices shall be sent to the attention of SUNTECH’s
        Financial Controller at SUNTECH’s address set forth in Section 15.4 or to
        such other address as SUNTECH may specify to HOKU in writing. Payment terms
        for
        all invoiced amounts shall be [*] days from date of invoice receipt. All
        payments shall be made in U.S. Dollars.
  6.5.  [*].
  6.6.  At
        least
        fifteen (15) days prior to each quarter in the sixth and seventh Years of
        this
        Agreement, SUNTECH shall provide an advance cash payment to HOKU (each such
        payment, a “ ***Supplemental
        Deposit*** ”)
        that
        is equal to (a) [*] of the net purchase price of all Products scheduled to
        be
        shipped during such quarter at the then-applicable price, less (b) the amount
        of
        the Supplemental Deposits paid by SUNTECH for previous quarters (if any)
        that
        were not applied against invoices for shipments of Products. Each Supplemental
        Deposit shall be applied on a pro rata basis as a credit against each shipment
        made during the applicable quarter. To clarify, each Supplemental Deposit
        shall
        be applied on a straight-line basis against each invoice for shipments of
        Products made in the applicable quarter by a fraction where (x) the numerator
        is
        equal to the total amount (in metric tons) of the applicable shipment plus
        the
        total amount (in metric tons) of any outstanding shipments that were due
        in such
        quarter prior to the shipment date of the applicable shipment; and (y) the
        denominator is equal to [*] metric tons, such that the net amount due on
        the
        applicable invoice shall be reduced by the product of the Supplemental Deposit
        multiplied by such fraction. [*]
  6.7.  The
        prices for the Products do not include any excise, sales, use, import, export
        or
        other similar taxes, which taxes (which, for clarity do not include income
        taxes
        or similar taxes) will be invoiced to and paid by SUNTECH, provided that
        SUNTECH
        is legally or contractually obliged to pay such taxes. HOKU and SUNTECH will
        work together to eliminate the possibility of taxes, but if there are any
        assessed, HOKU shall promptly remit to SUNTECH in full any such taxes paid
        by
        SUNTECH which are refunded or credited to HOKU, or offset, claimed or otherwise
        used by HOKU, in whole or in part.
  6.8.  SUNTECH
        shall be responsible for all transportation charges, duties or charges for
        shipping and handling incurred after HOKU’s delivery of the Products; thus, the
        price for the Products shall not include any such charges. HOKU shall provide
        reasonable assistance in managing shipping logistics and timing of pick-up
        with
        the freight forwarder to arrange for shipping ex works from the Facility.
        Notwithstanding the foregoing, if no freight train rail spur is available
        to
        connect the Facility to a main rail line used for freight shipments, HOKU
        shall
        deliver the Products FOB the nearest available maritime port (Incoterms 2000).
        SUNTECH shall bear all costs, liabilities and risks involved in loading and
        transporting the Products from HOKU’s production facility to the freight
        forwarder or the nearest available maritime port, as applicable (and hereby
        indemnifies HOKU for such costs, liabilities and risks). Title and risk of
        loss
        shall pass to SUNTECH FOB origin.
  SUNTECH
                  Initials & Date ZS May 12, 2008
              HOKU
                  Initials & Date DS May 12,
                  2008


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  6.9.  Late
        payments and outstanding balances shall accrue interest at the lesser of
        18% per
        annum or the maximum allowed by law.
  7.  Security
        Interest .
  7.1.  Subject
        to receipt of the Initial Deposit or payment of any portion of the Main Deposit,
        pursuant a separate security agreement and related collateral documents,
        HOKU
        hereby grants to SUNTECH a security interest in all of the tangible and
        intangible assets, properties and undertaking of HOKU, wherever located,
        including without limitation such assets and properties related to HOKU’s
        polysilicon business (the “ ***Collateral*** ”)
        for
        the purpose of securing the repayment obligations of HOKU to SUNTECH of the
        Total Deposit (and any portion thereof) set forth in this Agreement.
  7.2.  SUNTECH
        acknowledges and agrees that the security interests and liens in the Collateral
        will not be first priority security interests, will be expressly subordinated
        to
        HOKU’s third-party lenders (the “ ***Senior
        Lenders*** ”)
        that
        provide debt financing for the construction of any HOKU Facility, and may
        be
        subordinated as a matter of law to other security interests, and to security
        interests that are created and perfected prior to the security interest granted
        to SUNTECH hereby. SUNTECH shall enter into subordination agreements with
        the
        Senior Lenders on terms and conditions reasonably acceptable to the Senior
        Lenders.
  7.3.   In
        addition, SUNTECH shall enter into collateral, intercreditor and other
        agreements (the “ ***Collateral
        Agreements*** ”)
        with
        [*] and HOKU’s other customers who provide prepayments for Products
        (collectively, “ ***HOKU’s
        Other Customers*** ”),
        as
        may be reasonably necessary to ensure that the security interest granted
        hereby
        is pari passu with the security interests that may be granted to HOKU’s Other
        Customers. SUNTECH may not unreasonably refuse to sign any such Collateral
        Agreement, provided that such Collateral Agreement grants SUNTECH a pari
        passu
        priority with respect to HOKU’s Other Customers, and is expressly subordinated
        to the Senior Lenders.
  7.4.  The
        security interest granted hereby shall continue so long as HOKU continues
        to
        maintain any amount of the Total Deposit, and only to the extent of such
        remaining amount of the Total Deposit being held by HOKU, which has not been
        credited against the shipment of Products pursuant to this Agreement, or
        otherwise repaid to SUNTECH. When the Total Deposit is no longer held by
        HOKU,
        SUNTECH will sign such documents as are necessary to release its security
        interests. Notwithstanding anything to the contrary contained in this Agreement,
        the Collateral consisting of real property shall secure only the obligations
        of
        HOKU to refund any portion of the Total Deposit to SUNTECH in accordance
        with
        the terms of this Agreement.
  7.5.  HOKU
        and
        SUNTECH each agree to act in good faith to execute and deliver any additional
        document or documents that may be required in furtherance of the foregoing
        provisions of this Section 7 ,
        including the Collateral Agreements. Neither HOKU nor SUNTECH may unreasonably
        refuse to sign any such document.
  7.6.  At
        the
        time when the Total Deposit is no longer held by HOKU in accordance with
        this
        Agreement, SUNTECH will sign such documents as are necessary to release its
        security interests in the Collateral.
  8.  Product
        Quality Guarantee .
  8.1.  HOKU
        warrants to SUNTECH that the polysilicon supplied by HOKU to SUNTECH shall
        meet
        the Product Specifications. For each shipment that is shipped in a timely
        manner, this warranty shall survive for [*] days after the applicable shipment
        date, and for each shipment that is not shipped in a timely manner (including,
        without limitation, each shipment that is shipped during a Primary Delivery
        Grace Period or Secondary Delivery Grace Period, as applicable), this warranty
        shall survive for [*] days after the applicable shipment date (in each case,
        the
“ ***Warranty
        Period*** ”).
        Upon
        delivery of the Products to SUNTECH as set forth in Section 6.8 ,
        HOKU
        warrants that the Products shall be free of all liens, mortgages, encumbrances,
        security interests and other claims and rights. HOKU will, upon prompt
        notification and compliance with HOKU’s instructions, promptly refund or
        replace, at SUNTECH’s sole option and at HOKU’s cost, any polysilicon which does
        not meet the Product Specifications, and SUNTECH shall comply with the
        inspection and return goods policy described in Section 9 below **** with
        respect to such polysilicon. No employee, agent or representative of HOKU
        has
        the authority to bind HOKU to any oral representation or warranty concerning
        the
        Products. Any oral representation or warranty made prior to the purchase
        of any
        Product and not set forth in writing and signed by a duly authorized officer
        of
        HOKU shall not be enforceable by SUNTECH. HOKU makes no warranty and shall
        have
        no obligation with respect to damage caused by or resulting from accident,
        misuse, neglect or unauthorized alterations to the Products not committed
        by
        HOKU, its Affiliates or any of its or their representatives.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 
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  8.2.  HOKU
        EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
        INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
        PURPOSE. HOKU’s sole responsibility and SUNTECH’s exclusive remedy for any claim
        arising out of a breach of the warranty set forth in the first sentence of
        Section 8.1 is a
        refund or replacement, as described in Section 8.1 above.
        With respect to any such breach, HOKU shall not be liable for any claims,
        losses
        or damages of any individual or entity or for lost profits or any special,
        indirect, incidental, consequential, or exemplary damages, howsoever arising,
        even if HOKU has been advised of the possibility of such damages.
  8.3.  HOKU
        shall, at its own expense, indemnify and hold SUNTECH, SUNTECH’s Affiliates and
        SUNTECH’s customers harmless from and against any expense or loss resulting from
        any actual or alleged infringement of any patent, trademark, trade secret,
        copyright, mask work or other intellectual property related to the Products,
        and
        shall defend at its own expense, including attorneys fees, any suit brought
        against SUNTECH, SUNTECH’s customers or SUNTECH’s Affiliates alleging any such
        infringement. SUNTECH agrees that: (i) SUNTECH shall give HOKU prompt notice
        in
        writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory
        to SUNTECH of HOKU’s financial ability to defend the matter vigorously and pay
        any reasonably foreseeable damages, SUNTECH shall permit HOKU, through counsel
        of HOKU’s choice, to answer the charge of infringement and defend such suit (but
        SUNTECH, SUNTECH’s customer or SUNTECH’s Affiliate may be represented by counsel
        and participate in the defense at its own expense); and (iii) SUNTECH shall
        give
        HOKU all needed information, assistance, and authority, at HOKU’s expense, to
        enable HOKU to defend such suit. In case of a final award of damages in any
        such
        suit HOKU shall pay such award, but shall not be responsible for any settlement
        made without its prior consent. Except as otherwise expressly set forth herein,
        each Party disclaims any obligation to defend or indemnify the other Party,
        its
        officers, agents, or employees, from any losses, damages, liabilities, costs
        or
        expenses which may arise out of the acts of omissions of the disclaiming
        Party.
  9.  Inspection
        and Return Goods Policy .
  9.1.  If
        a
        visual inspection of appearance by SUNTECH of any shipment of Product upon
        the
        delivery of the Product to SUNTECH reveals any obvious and significant damage
        to
        the Product or packaging, then SUNTECH shall inform HOKU promptly, and in
        no
        case later than [*] after
        discovery of such damage. For the avoidance of doubt, this
        Section 9.1 shall
        not limit SUNTECH’s rights or obligations with respect to such shipment,
        including, without limitation, SUNTECH’s right to make a claim during the
        Warranty Period in accordance with Section 9.2 below.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 
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  9.2.  Each
        claim for breach of Warranty must be submitted during the applicable Warranty
        Period, and the Products that are the subject of such claim may be returned
        to
        HOKU promptly after HOKU’s written request for the return of such Products,
        which may be submitted after HOKU completes its inspection of such Products
        and
        confirms the defect pursuant to Section 9.3 below.
        HOKU may specify the mode of transportation for such returned Products and
        shall
        bear all third party shipping costs and expenses incurred for all defective
        Products that are returned in accordance with Section 9 of this
        Agreement. To assure prompt handling, HOKU shall provide SUNTECH a return
        goods
        authorization number within 48 hours of SUNTECH’s request. Provided that HOKU
        communicates this number to SUNTECH within such timeframe, SUNTECH will
        reference this number on return shipping documents. Returns made without
        the
        authorization number provided by HOKU in accordance with the foregoing may
        be
        subject to HOKU’s reasonable charges equal to HOKU’s actual additional handling
        costs. HOKU reserves the right to reverse any credit issued to SUNTECH if,
        upon
        return, such Product is determined by a predetermined third party mutually
        selected by both Parties not to be defective.
  9.3.  HOKU
        shall have the right to undertake its own inspection prior to any return
        of the
        Products pursuant to Section 9.2 above.
  10.  Term
        and Termination .
  10.1.  The
        term
        of this Agreement shall begin on the Effective Date, and unless previously
        terminated as hereinafter set forth, shall remain in force until the end
        of the
        tenth Year.
  10.2.  Each
        Party may, at its discretion, upon written notice to the other Party, and
        in
        addition to its rights and remedies provided under this Agreement or any
        other
        agreement executed in connection with this Agreement and at law or in equity,
        terminate this Agreement in the event of any of the following:
  10.2.1.  Upon
        a
        material breach of the other Party of any material provision in this Agreement,
        and failure of the other Party to cure such material breach within sixty
        (60)
        days after receiving written notice thereof .
        Notwithstanding the foregoing, HOKU shall have the right to terminate this
        Agreement if SUNTECH
        fails to make payment
        on the [*] payment
        terms set forth in Section 6.4 hereof
        or fails to make any prepayment pursuant to Section 6.6 hereof
        when due, and SUNTECH fails to make such payment or prepayment within thirty
        (30) days after receiving written notice of default containing the threat
        of
        immediate termination if payment or prepayment is not made within such thirty
        (30) day period. For the
        avoidance of doubt, HOKU shall have no obligation to deliver Products to
        SUNTECH
        while a payment default by SUNTECH has occurred and is continuing. For the
        purposes of this Section 10.2.1 ,
        a
“material breach” means a payment default or any other material breach of this
        Agreement which materially and adversely affects a Party or which occurs
        on
        multiple occasions.
  10.2.2.  Upon
        the
        voluntary or involuntary initiation of bankruptcy or insolvency proceedings
        against the other Party; provided, that for an involuntary bankruptcy or
        insolvency proceeding, the Party subject to the proceeding shall have sixty
        (60)
        working days within which to dissolve the proceeding or demonstrate to the
        terminating Party’s satisfaction the lack of grounds for the initiation of such
        proceeding;
  10.2.3.  If
        the
        other Party (i) becomes unable, or admits in writing its inability, to pay
        its
        debts generally as they mature, (ii) becomes insolvent (as such term may be
        defined or interpreted under any applicable statute); or
  10.2.4.  In
        accordance with the provisions of Section 14 below.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 
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 10.3.  Without
        limiting SUNTECH’s right to terminate this Agreement pursuant to Section 10.2 ,
        SUNTECH
        shall have the right to terminate this Agreement in the event of the
        following:
  10.3.1.  If
        the
        shipment for the First Shipment Month is not made by HOKU on or before December
        31, 2009.
  10.3.2.  If
        HOKU
        fails to complete a milestone by the Final Date therefor set forth in Section 6.2.5 .
  10.4.  Without
        limiting either Party’s right to terminate this Agreement pursuant to Section 10.2 ,
        HOKU
        and SUNTECH shall each have the right to terminate this Agreement if HOKU
        has
        not completed the Initial Financing on or before December 31, 2008.
  10.5.  Upon
        the
        expiration or termination of this Agreement howsoever arising and subject
        always
        to the provisions of Section 10.6 below,
        the following Sections shall survive such expiration or termination:
        Sections 1 (Definitions); Section 8 (Product
        Quality Guarantee), Section 9 (Inspection and Return Goods Policy); Sections 10.6 and 10.7 (Term
        and Termination); Section 11 (Liability); and Section 15 (General
        Provisions).
  10.6.  Upon
        expiration or termination of this Agreement for any reason, all Product
        shipments that were due prior to such expiration or termination shall be
        completed by HOKU and for this purpose and to that extent, the provisions
        of
        this Agreement shall continue in full force and effect.
  10.7.  If
        this
        Agreement expires at the end of the Term or if SUNTECH terminates this Agreement
        pursuant to any provision of this Agreement, then any funds remaining on
        the
        Total Deposit or any Supplemental Deposits on such date of termination shall
        be
        returned promptly to SUNTECH. “Funds
        remaining” on the Total Deposit or any Supplemental Deposits are funds not
        applied (pursuant to Section 6.4 or 6.6 above,
        as applicable) against SUNTECH’s purchase of Product actually delivered to
        SUNTECH hereunder.
  11.  Liability .
  11.1.  IN
        NO
        EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR
        CONSEQUENTIAL DAMAGES OR FOR EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES
        FOR
        LOST PROFITS OR LOST REVENUES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
        POSSIBILITY OF SUCH DAMAGES.
  11.2.  EXCEPT
        FOR HOKU’S OBLIGATIONS UNDER SECTION 8.3 AND
        HOKU’S OBLIGATION TO REPAY THE TOTAL DEPOSIT AND SUPPLEMENTAL DEPOSITS PURSUANT
        TO SECTION 10.7 ABOVE,
        NEITHER PARTY’S TOTAL LIABILITY TO THE OTHER FOR ANY KIND OF LOSS, DAMAGE OR
        LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY
        OF LIABILITY, SHALL EXCEED IN THE AGGREGATE ALL REMAINING AMOUNTS PAYABLE
        (INCLUDING SUMS OWED BUT NOT PAID) PURSUANT TO THIS AGREEMENT AT THE TIME
        THE
        CLAIM IS MADE.
  11.3.  In
        the
        event of a payment default by SUNTECH, HOKU may, in addition to all other
        remedies available to HOKU, refuse to ship any Products to SUNTECH until
        HOKU
        has received the past due amount including any interest payable thereon pursuant
        to this Agreement. For the avoidance of doubt, SUNTECH’s right to reduce the
        purchase price of Products pursuant to Section 3.3 above
        shall not apply if HOKU is not fulfilling its supply obligations for this
        reason.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
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 11.4.  In
        addition to HOKU’s rights under Section 11.3 above,
        in the event that SUNTECH fails to make a payment within the 45-day period
        set
        forth in Section 6.4 above,
        HOKU may (but is not obligated to) off-set the amount of any funds remaining
        on
        or credited to the Total Deposit or any Supplemental Deposits by applying
        the
        Total Deposit or Supplemental Deposit, as applicable on a pro rata basis
        against
        the past due amount for the applicable shipment of Products, including any
        interest payable thereon; provided, however, that HOKU shall notify SUNTECH,
        in
        writing, prior to exercising such rights. For the avoidance of doubt, the
        interest payable set forth above shall accrue from the due date to the date
        when
        HOKU exercises the right to off-set. In case of such set-off by HOKU, SUNTECH
        shall be required to replenish within thirty (30) business days after HOKU’s
        receipt of such notification any additional deposit in order to return the
        Total
        Deposit or Supplemental Deposit, as applicable, to the level it should be
        as
        described in Section 6.4 or 6.6 ,
        as
        applicable.
  12.  HOKU
        Representations & Warranties .
        HOKU
        makes the following representations and warranties to SUNTECH: ****
  12.1.  HOKU
        is
        duly organized, validly existing and in good standing under the laws of the
        State of Delaware, and has the lawful power to own its properties and to
        engage
        in the business it conducts.
  12.2.  The
        execution and performance of this Agreement will not immediately, or with
        the
        passage of time or the giving of notice, or both, (a) violate any law or
        result
        in a default under any contract, agreement, or instrument to which HOKU is
        a
        party or by which HOKU or its property is bound, or (b) result in the creation
        or imposition of any security interest in, or lien or encumbrance on, any
        of the
        assets of HOKU, except for the security interest granted or to be granted
        to
        SUNTECH pursuant to this Agreement.
  12.3.  HOKU
        has
        the power and authority to incur and perform its obligations under this
        Agreement, and HOKU has taken all corporate action necessary to authorize
        the
        execution and delivery of this Agreement and its incurring of such
        obligations.
  12.4.  Except
        to
        the extent that the failure to comply would not materially interfere with
        the
        conduct of the business of HOKU, HOKU has complied and will comply with all
        applicable laws, and has obtained and will obtain all necessary permits,
        licenses and other governmental authorizations, in respect of: (a) restrictions,
        specifications, or other requirements pertaining to products that HOKU sells
        or
        to the services it performs; (b) the conduct of its business; and (c) the
        construction, use, maintenance, and operation of the Facility and HOKU’s other
        properties (except to the extent that such permits, licenses or other
        governmental authorizations are not yet necessary to be obtained by or on
        behalf
        of HOKU at such time in light of the stage of development, construction or
        operation of the Facility to enable HOKU to construct, test, operate, maintain,
        repair, own its interest in, or use the Facility) as contemplated by this
        Agreement, sell polysilicon from the Facility, or consummate and/or perform
        any
        obligation contemplated hereby, including all environmental, regulatory and
        other permits and approvals.
  12.5.  HOKU
        has
        not entered into any additional supply contract with, or made any supply
        commitment to, any third party (not including each of the long term supply
        contracts that HOKU and SANYO, Global Expertise Wafer Division Ltd., and
        Solarfun Power Hong Kong Limited, respectively, entered into prior to the
        Effective Date) where the aggregate of HOKU’s delivery obligations under all of
        its supply contracts (including those with SUNTECH and SANYO) and such
        additional supply contract/commitment during any month exceeds the rated
        monthly
        production capacity of all Reactors as certified by the manufacturer thereof,
        except for (A) supply contracts for additional capacity from Facility expansion,
        including pre-sales of potential Facility expansions, or from increased
        productivity of the Reactors, and (B) sales on the spot market or long-term
        contracts for the sale of polysilicon that does not meet the Product
        Specifications, provided that HOKU has used commercially reasonable efforts
        to
        meet the Product Specifications with respect to such polysilicon and that
        HOKU
        is not manufacturing polysilicon for the purpose of making such spot market
        sales or fulfilling such long term contracts.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
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  13.  SUNTECH
        Covenants .
        SUNTECH
        hereby covenants and agrees to the following:
  13.1.  During
        calendar years 2008 and 2009, SUNTECH shall use its reasonable best efforts
        to
        obtain from a third party supplier, on behalf of HOKU, the Minimum TCS Volume
        per year of TCS that is at least [*] pure, and which can be transported from
        such supplier to HOKU’s Facility. Notwithstanding the foregoing, HOKU shall have
        no obligation to order any quantities of TCS from any such third party pursuant
        to this Section  13.1 ;
        provided, however, that HOKU shall be solely responsible for paying for
        (including arranging and paying for delivery of) the TCS from such third
        party
        supplier for all quantities of TCS that are ordered by HOKU pursuant to this
        Section  13.1 .
  14.  Force
        Majeure .
        Neither
        Party shall be liable for damages to the other Party for failure of or delay
        in
        performance of any obligation under this Agreement, directly, or indirectly,
        owing to acts of God, war, war-like condition, terrorism, embargoes, riots,
        strike, lock-out and other events beyond its reasonable control which were
        not
        reasonably foreseeable and whose effects are not capable of being overcome
        without unreasonable expense and/or loss of time to the affected Party (i.e.,
        the party that is unable to perform). If such failure or delay occurs, the
        affected Party shall notify the other Party of the occurrence thereof as
        soon as
        possible, and the Parties shall discuss the best way to resolve the event
        of
        force majeure. If the performance of HOKU is delayed for Force Majeure for
        a
        cumulative period of thirty (30) days or more, HOKU will use commercially
        reasonable efforts to transition its production of the Products for the duration
        of the Force Majeure to an alternate source (which may be a HOKU Competitor).
        If
        the conditions of Force Majeure continue to materially impede performance
        of any
        material obligation under this Agreement for a period of more than three
        (3)
        consecutive calendar months (and, only if HOKU is the affected Party, HOKU
        has
        not transitioned its production of the Products as provided in the immediately
        preceding sentence), then the non-affected Party shall be entitled to terminate
        this Agreement by written notice to the other Party. Upon such termination,
        any
        funds remaining on the Total Deposit or any Supplemental Deposit shall be
        refunded to SUNTECH. Notwithstanding the foregoing, the inability of SUNTECH to receive or accept
        delivery of the Products that have been produced by HOKU in accordance with
        this
        Agreement shall not constitute an event of force majeure.
  15.  General
        Provisions .
  15.1.  This
        Agreement shall be construed under and governed by the laws of the State
        of
        California, U.S.A.
  15.2.  Upon
        notice from one Party to the other of a dispute hereunder, the Parties agree
        to
        hold a meeting within thirty (30) days of receipt of such notice with at
        least
        one (1) representative from each Party who has decision-making authority
        for
        such company. At this meeting, the Parties will attempt to resolve the dispute
        in good faith. If, after the meeting, the dispute has not been resolved such
        dispute shall be finally settled by arbitration in San Francisco County or
        Santa
        Clara County, California, in accordance with the then current Commercial
        Arbitration Rules of the American Arbitration Association, and judgment upon
        the
        award rendered by the arbitrators may be entered in any court having
        jurisdiction thereof. Notwithstanding any of the foregoing, either Party
        may
        seek injunctive or other equitable relief at any time in any court of competent
        jurisdiction. This Section does not limit the right of any Party (or its
        collateral agent) to: (i) exercise self-help remedies, such as but not limited
        to, setoff; (ii) initiate judicial or non-judicial foreclosure against any
        real
        or personal property collateral; (iii) exercise any judicial or power of
        sale
        rights, or (iv) act in a court of law to obtain an interim remedy, such as
        but
        not limited to, injunctive relief, writ of possession or appointment of a
        receiver, or additional or supplementary remedies. In furtherance of this
        Section 15.2 ,
        any
        arbitration proceedings held by the Parties shall (i) be conducted by three
        arbitrators and such arbitrators must have relevant industry expertise and
        be
        impartial and (ii) apply rules of law.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 Pate
              14
              of 27
  15.3.  Neither
        HOKU nor SUNTECH may assign this Agreement to a third party without the prior
        written consent of the other Party, which consent shall not be unreasonably
        withheld; provided however that either Party may assign this Agreement, together
        with all of its rights and obligations hereunder, to an Affiliate without
        the
        consent of the other Party. Notwithstanding the foregoing, an assignment
        of this
        Agreement (together with all of its rights and obligations hereunder) by
        either
        Party to a third party in connection with a merger with such third party
        or sale
        of all or substantially all of the assets of the assigning Party to such
        third
        party shall not require the consent of the non-assigning Party. Subject to
        the
        other provisions of this Section 15.3 ,
        this
        Agreement shall bind upon permitted successors and assigns of the Parties
        hereto. In the event of any assignment of this Agreement by HOKU in compliance
        with this Section 15.3 ,
        including, without limitation, an assignment through merger, acquisition
        or sale
        of assets, all obligations of HOKU that were required to be performed by
        HOKU at
        or from the Facility, including, without limitation, HOKU’s obligation to ship
        Products that were manufactured at the Facility, shall become the binding
        obligations of HOKU’s successor or assign; provided, however, that such
        successor or assign, as applicable, shall no longer be obligated to perform
        such
        obligation at or from the Facility, but may instead perform the obligation
        at or
        from its own polysilicon production facility, wherever it may be located,
        provided that (a) such performance complies with all other terms of this
        Agreement, including, without limitation, pricing, volume, quality, timing,
        shipping and warranty terms and (b) in the case of HOKU, such successor or
        assign, as applicable, provides SUNTECH with reasonable assistance with shipping
        logistics. For avoidance of doubt, such assistance shall include coordination
        and information regarding shipping, but exclude freight cost, insurance,
        or
        other incremental shipping costs.
  15.4.  Except
        as
        provided elsewhere in this Agreement, a notice is effective only if the Party
        giving or making the notice has complied with this Section 15.4 and if
        the addressee has received the notice. A notice is deemed to have been received
        as follows:
  (a)
              If
                  a notice is delivered in person, or sent by registered or certified
                  mail,
                  or nationally or internationally recognized overnight courier,
                  upon
                  receipt as indicated by the date on the signed receipt;
                  or
  (b)
              If
                  a notice is sent by facsimile, upon receipt by the Party giving
                  the notice
                  of an acknowledgment or transmission report generated by the machine
                  from
                  which the facsimile was sent indicating that the facsimile was
                  sent in its
                  entirety to the addressee’s facsimile number.
  Each
        Party giving a notice shall address the notice to the appropriate person
        at the
        receiving Party at the address listed below or to a changed address as the
        Party
        shall have specified by prior written notice:
  SUNTECH:
  WUXI
        SUNTECH POWER CO., LTD.
 17-6
        CHANG JIANG SOUTH ROAD
 NEW
        DISTRICT WUXI 214028
 CHINA
 Attn:
        Zhengrong Shi Ph. D.
 E-mail:
        [*]
 Facsimile:
        [*]
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 Pate
              15
              of 27
 
 With
        a
        copy to:
 
 WUXI
        SUNTECH POWER CO., LTD.
 17-6
        CHANG JIANG SOUTH ROAD
 NEW
        DISTRICT WUXI 214028
 CHINA
 Attn:
        Steven Chan
 E-mail:  [*]
 Facsimile:
        [*]
 
 HOKU:
  HOKU
        MATERIALS, INC.
 One
        Hoku
        Way
 Pocatello,
        Idaho 83201 USA
 Attn:
        Mr.
        Dustin Shindo, CEO
 E-mail:
        [*]
 Facsimile:
 
 With
        a
        copy to:
 
 HOKU
        SCIENTIFIC, INC.
 1075
        Opakapaka Street
 Kapolei,
        Hawaii 96707, USA
 Attn:
        Mr.
        Dustin Shindo, CEO
 E-mail:
        [*]
 Facsimile:
        +1 (808) 682-7800
  15.5.  The
        waiver by either Party of the remedy for the other Party’s breach of or its
        right under this Agreement will not constitute a waiver of the remedy for
        any
        other similar or subsequent breach or right.
  15.6.  If
        any
        provision of this Agreement is or becomes, at any time or for any reason,
        unenforceable or invalid, no other provision of this Agreement shall be affected
        thereby, and the remaining provisions of this Agreement shall continue with
        the
        same force and effect as if such unenforceable or invalid provisions had
        not
        been inserted in this Agreement.
  15.7.  No
        changes, modifications or alterations to this Agreement shall be valid unless
        reduced to writing and duly signed by respective authorized representatives
        of
        the Parties.
  15.8.  No
        employment, agency, trust, partnership or joint venture is created by, or
        shall
        be founded upon, this Agreement. Each Party further acknowledges that neither
        it
        nor any Party acting on its behalf shall have any right, power or authority,
        implied or express, to obligate the other Party in any way.
  15.9.  Neither
        Party shall make any announcement or press release regarding this Agreement
        or
        any terms thereof without the other Party’s prior written consent; provided,
        however, that the Parties will work together to issue a joint press release
        within two (2) business days after execution of this Agreement. Notwithstanding
        the foregoing, either Party may publicly disclose the material terms of this
        Agreement pursuant to the United States Securities Act of 1933, as amended,
        the
        United States Securities Exchange Act of 1934, as amended, or other applicable
        law; provided, however, that the Party being required to disclose the material
        terms of this Agreement shall provide to the other Party reasonable advance
        notice and a reasonable opportunity to review the proposed disclosure and
        comment thereon, and shall use commercially reasonable efforts to obtain
        confidential treatment from the applicable governing entity for all pricing,
        technical and other sensitive information set forth in this
        Agreement.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 Pate
              16
              of 27
  15.10.  This
        Agreement constitutes the entire agreement between the Parties and supersedes
        all prior and contemporaneous agreements, proposal(s) and discussions, relative
        to the subject matter of this Agreement and neither of the Parties shall
        be
        bound by any conditions, definitions, warranties, understandings or
        representations with respect to such subject matter other than as expressly
        provided herein. No oral explanation or oral information by either Party
        hereto
        shall alter the meaning or interpretation of this Agreement.
  15.11.  The
        headings are inserted for convenience of reference and shall not affect the
        interpretation and or construction of this Agreement.
  15.12.  Words
        expressed in the singular include the plural and vice-versa.
  15.13.  HOKU
        shall allow SUNTECH visitation rights to the Facility after the date of this
        Agreement and until the first delivery of Products upon reasonable advanced
        notice, at mutually agreeable times, and not to areas of the Facility that
        are
        outside the scope of this Agreement; provided, however, that SUNTECH shall
        be
        limited to two visits per calendar quarter, and SUNTECH shall bear all of
        its
        costs and expenses incurred in connection with such visitation.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 Pate
              17
              of 27
 
 IN
        WITNESS WHEREOF, the Parties have executed this Amended & Restated Supply
        Agreement as of the date first set forth above.
  SUNTECH:
              
              HOKU:WUXI
                  SUNTECH POWER CO., LTD.
              
              HOKU
                  MATERIALS, INC.By:
              /s/
                  ZHENGRONG SHI
              
              By:
              /s/
                  DUSTIN SHINDOName:
              Zhengrong
                  Shi
              
              Name:
              Dustin
                  ShindoTitle:
              Chairman
                  & CEO
              
              Title:
              Chairman
                  & CEOAuthorized
                  Signatory
              
              Authorized
                  Signatory
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 Pate
              18
              of 27
 
 **Appendix
        1**
 **Pricing
        Schedule**
  Planned
                  Delivery Period
              
              Quantity
              
              Price / kgJuly
                  1, 2009 – December 31, 2009
              
              
              [*
              ]
              
              [*
              ]January
                  1, 2010 – December 31, 2010
              
              
              [*
              ]
              
              [*
              ]January
                  1, 2011 – December 31, 2011
              
              
              [*
              ]
              
              [*
              ]January
                  1, 2012 – December 31, 2012
              
              
              [*
              ]
              
              [*
              ]January
                  1, 2013 – December 31, 2013
              
              
              [*
              ]
              
              [*
              ]January
                  1, 2014 – December 31, 2014
              
              
              [*
              ]
              
              [*
              ]January
                  1, 2015 – December 31, 2015
              
              
              [*
              ]
              
              [*
              ][*
              ]
              
              [*
              ]January
                  1, 2016 – December 31, 2016
              
              
              [*
              ]
              
              [*
              ]January
                  1, 2017 – December 31, 2017
              
              
              [*
              ]
              
              [*
              ]January
                  1, 2018 – December 31, 2019
              
              
              [*
              ]
              
              [*
              ]
 
 For
        avoidance of doubt, the price applicable to any shipment of Products shall
        be
        the price set forth above corresponding to the actual date of shipment, without
        regard to the date on which such shipment was due or was scheduled for
        shipment.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
  Appendix 1
          to Supply Agreement
 Pate
              19
              of 27
 
 **Appendix
        2**
 **Product
        Specifications**
  **Type**
              
              **Bulk elements**
              
              **Value**
              
              **Unit****Acceptors**
              
              
              [*
              ]
              
              [*
              ]
              
              [*
              ]**Donors**
              
              
              [*
              ]
              
              [*
              ]
              
              [*
              ]**Carbon
                  Levels (first 6 months)**
              
              
              [*
              ]
              
              [*
              ]
              
              [*
              ]**Carbon
                  Levels (after 6 months)**
              
              
              [*
              ]
              
              [*
              ]
              
              [*
              ]**Total
                  Metals**
              
              
              [*
              ]
              
              [*
              ]
              
              [*
              ]
 
 Product
        Specifications shall be tested in accordance with the following procedures:
        [*].
 
 Product
        shall be packaged in a virgin polyethylene (no additives) bag. A double bag
        system shall be used to be compatible with clean room requirements. Products
        shall be palletized.
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
  Appendix 2
          to Supply Agreement
 Pate
              20
              of 27
 
 **Appendix
        3**
  **Potential
        Qualified Engineering Firms**
 
 [*]
 [*]
 [*]
 [*]
 [*]
 [*]
 [*]
 [*]
 [*]
 [*]
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
   Appendix 3
          to Supply Agreement
 Pate
              21
              of 27
 
 **APPENDIX
        4**
 **Stand-by
        Letter of Credit**
  [Attached]
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
  Appendix 4
          to Supply Agreement
 Pate
              22
              of 27
 
  **APPENDIX
        5**
 **[*]
        Certificate**
  This
        [*]
        Certificate is being signed and notarized pursuant to Section 6.2.1  of
        the
        First Amended & Restated Supply Agreement dated ______________, 2008 by and
        between HOKU MATERIALS, INC. and WUXI SUNTECH POWER CO., LTD. (the “ **Agreement** ”).
        Capitalized terms not otherwise defined herein have the meaning set forth
        in the
        Agreement.
 
 By
        signing below, each party hereby certifies to the successful completion of
        the
        [*] and confirms the following:
 
 [*]:[*]:[*]:[*]:[*]:[*]:[*]:[*]
                  (circle “yes” or “no”)
              YES
                  / NO[*]
                  (Circle “yes” or “no” below.)
  YES
                  / NO
                HOKU
                  Initials and Date _______________________________________YES
                    / NO
                SUNTECH
                    Initials and Date
                    ____________________________________
  SUNTECH:
              
              HOKU:WUXI
                  SUNTECH POWER CO., LTD.
              
              HOKU
                  MATERIALS, INC.By:
              
              
              By:Name:
              
              
              Name:Title:
              
              
              Title:Authorized
                  Signatory
              
              Authorized
                  Signatory
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
  Appendix 5
          to Supply Agreement
 Pate
              23
              of 27
  
 
 **APPENDIX
        6**
 **[*]
        Certificate**
 
 This
        [*]
        Certificate is being signed and notarized pursuant to Section 6.2.2 of the
        First Amended & Restated Supply Agreement dated _______ __, 2008 by and
        between HOKU MATERIALS, INC. and WUXI
        SUNTECH POWER CO., LTD. (the
        “ ***Agreement*** ”).
        Capitalized terms not otherwise defined herein have the meaning set forth
        in the
        Agreement.
 
 By
        signing below, each party hereby certifies to the successful completion of
        the
        [*] and confirms the following:
 
 [*]:[*]:[*]:[*]:[*]:[*][*]
                  (Circle “yes” or “no” below.)
 
 YES
                  / NO
              HOKU
                  Initials and
                  DateYES
                  / NO
              SUNTECH
                  Initials and
                  Date
 
 SUNTECH:
              
              HOKU:WUXI
                  SUNTECH POWER CO., LTD.
              
              HOKU
                  MATERIALS, INC.By:
              
              
              By:Name:
              
              
              Name:Title:
              
              
              Title:Authorized
                  Signatory
              
              Authorized
                  Signatory
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
  Appendix 6
          to Supply Agreement
 Pate
              24
              of 27
 
 **Appendix
        7**
  **[*]
        Certificate**
  This
        [*]
        Certificate is being signed and notarized pursuant to Section 6.2.3 of the
        First Amended & Restated Supply Agreement dated ______________, 2008 by and
        between HOKU MATERIALS, INC. and WUXI
        SUNTECH POWER CO., LTD. (the
“ ***Agreement*** ”).
        Capitalized terms not otherwise defined herein have the meaning set forth
        in the
        Agreement.
 
 By
        signing below, each party hereby certifies to the successful completion of
        the
        [*] and confirms the following:
 
 1.
              [*].
 2.
              [*].
 3.
              [*].
 4.
              [*].
 
 SUNTECH:
              
              HOKU:WUXI
                  SUNTECH POWER CO., LTD.
              
              HOKU
                  MATERIALS, INC.By:
              
              
              By:Name:
              
              
              Name:Title:
              
              
              Title:Authorized
                  Signatory
              
              Authorized
                  Signatory
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 Appendix 7
          to Supply Agreement
 Pate
              25
              of 27
 
 **Appendix
        8**
  **Form
        of Officer’s Closing Certificate**
  Pursuant
        to the Supply Agreement (the “Supply Agreement”) dated _____________, 2007
        between HOKU MATERIALS, INC., (“HOKU”) and SUNTECH POWER CO., LTD., the person
        signing below hereby certifies that the following statements are true and
        correct as of [ date ].
  **i.**
              I
                  am the [executive officer title] of
                  HOKU.
  **ii.**
              HOKU
                  has performed all obligations that were required to have been performed
                  by
                  it pursuant to the Agreement as of the date of this
                  Certificate.
  **iii.**
              The
                  representations and warranties set forth in Section12of
                  the Agreement are true and correct in all material respects as
                  of the date
                  of this Certificate.
  All
        capitalized terms not otherwise defined herein have the meaning set forth
        in the
        Supply Agreement.
  In
        witness whereof, I hereby certify to the truth of the above
        statements.
  By:Name:Title:Date:
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
 Appendix
          8 to Supply Agreement
 Pate
              26
              of 27
 
 **Appendix
        9**
 **Form
        of Officer’s Compliance Certificate**
  Pursuant
        to the Supply Agreement (the “Supply Agreement”) dated _____________, 2007
        between HOKU MATERIALS, INC., (“HOKU”) and SUNTECH POWER CO., LTD., the person
        signing below hereby certifies that the following statements are true and
        correct as of [ date ].
  **i.**
              I
                  am the [executive officer title] of
                  HOKU.
  **ii.**
              HOKU
                  has performed all obligations that were required to have been performed
                  by
                  it pursuant to the Agreement as of the date of this
                  Certificate.
  **iii.**
              The
                  representations and warranties set forth in Section0of
                  the Agreement are true and correct in all material respects as
                  of the date
                  of this Certificate.
  **iv.**
              HOKU
                  has granted to SUNTECH a valid, enforceable and perfected subordinated
                  security interest in all Collateral for the purpose of security
                  the
                  repayment obligations of HOKU to SUNTECH of the Total Deposit (and
                  any
                  portion thereof) set forth in the
                  Agreement.
  **v.**
              HOKU
                  has completed the Initial
                  Financing.
  **vi.**
              HOKU
                  is not in material default of any material third party loan or
                  credit
                  agreement that cannot be cured within the applicable cure
                  period.
  All
        capitalized terms not otherwise defined herein have the meaning set forth
        in the
        Supply Agreement.
  In
        witness whereof, I hereby certify to the truth of the above
        statements.
  By:Name:Title:Date:
 SUNTECH
                    Initials & Date ZS May 12, 2008
                HOKU
                    Initials & Date DS May 12,
                    2008
  Appendix 9
          to Supply Agreement
 Pate
              27
              of 27