EX-10.7



 Exhibit 10.7 

VOTING AGREEMENT 

VOTING AGREEMENT, dated as of July      2014 (this “Agreement”), by and between Ascent Solar
Technologies, Inc., a Delaware corporation with offices located at 12300 Grant Street, Thornton, CO 80214 (the “Company”) and
[                    ] (the “Stockholder”). 

WHEREAS, the Company and certain investors (each, an “Investor”, and collectively, the “Investors”)
have entered into a Securities Purchase Agreement, dated as of July 18, 2014 (the “Securities Purchase Agreement”), pursuant to which, among other things, the Company has agreed to issue and sell to the Investors and the
Investors have, severally but not jointly, agreed to purchase (i) senior secured convertible notes of the Company (the “Notes”), which will be convertible into shares of the Company’s common stock, $0.0001 par value per
share (the “Common Stock”, as converted, the “Conversion Shares”), in accordance with the terms of the Notes, and (ii) warrants (the “Warrants”), which will be exercisable to purchase shares of
Common Stock (as exercised collectively, the “Warrant Shares”); 
 WHEREAS, as of the date hereof, the Stockholder
owns shares of Common Stock, which represent (i) approximately [    %] of the total issued and outstanding Common Stock of the Company, and (ii) approximately [    %] of the total voting power of the
Company; and 
 WHEREAS, as a condition to the willingness of the Investors to enter into the Securities Purchase Agreement and to
consummate the transactions contemplated thereby (collectively, the “Transaction”), the Investors have required that the Stockholder agree, and in order to induce the Investors to enter into the Securities Purchase Agreement, the
Stockholder has agreed, to enter into this Agreement with respect to all the Common Stock now owned and which may hereafter be acquired by the Stockholder and any other securities of the Company (the “Other Securities”), if any,
which Stockholder is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of the shareholders of the Company. 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows: 
 ARTICLE I 

VOTING AGREEMENT OF THE STOCKHOLDER 

SECTION 1.01. Voting Agreement. Subject to the last sentence of this Section 1.01, the Stockholder hereby agrees that at any
meeting of the shareholders of the Company, however called, and in any action by written consent of the Company’s shareholders, the Stockholder shall vote the Common Stock and the Other Securities, which Stockholder is currently entitled to
vote, or after the date hereof becomes entitled to vote, at any meeting of the shareholders of the Company: (a) in favor of the Stockholder Approval (as defined in the Securities Purchase Agreement) and the Stockholder Resolutions (as defined
in the Securities Purchase Agreement), in each case, as described in Section 4(cc) of the Securities Purchase Agreement; and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company under the Transaction Documents (as defined in the Securities 







 
Purchase Agreement) or which could result in any of the conditions to the Company’s obligations under the Transaction Documents not being fulfilled. The Stockholder acknowledges receipt and
review of a copy of the Securities Purchase Agreement and the other Transaction Documents. The obligations of the Stockholder under this Section 1.01 shall terminate immediately following the occurrence of the Stockholder Approval. 

ARTICLE II 
 REPRESENTATIONS
AND WARRANTIES OF THE STOCKHOLDER 
 The Stockholder hereby represents and warrants to the Company and each of the Investors as follows:

 SECTION 2.01. Authority Relative to this Agreement. The Stockholder has all requisite power and authority to execute and deliver
this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or
hereafter in effect relating to, or affecting generally, the enforcement of creditors’ and other obligees’ rights and (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable
defenses and principles and to the discretion of the court before which the proceeding may be brought. 
 SECTION 2.02. No Conflict.
(a) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule,
regulation, order, judgment or decree applicable to the Stockholder or by which the Common Stock or the Other Securities owned by the Stockholder are bound or affected or (ii) result in any breach of or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Common Stock or the Other
Securities owned by the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or the
Common Stock or Other Securities owned by the Stockholder is bound. 
 (b) The execution and delivery of this Agreement by the Stockholder
does not, and the performance of this Agreement by the Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity by the Stockholder. 

SECTION 2.03. Title to the Stock. As of the date hereof, the Stockholder is the owner of
[                ] shares of Common Stock, entitled to vote, without restriction, on all matters brought before holders of capital stock of the Company, which shares of
Common Stock represent on the date hereof approximately [    %] of the outstanding stock and approximately [    %] of the voting power of the Company. Such shares of Common Stock are all the securities


  
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of the Company owned, either of record or beneficially, by the Stockholder. Such Common Stock is owned free and clear of all Encumbrances (as defined below). The Stockholder has not appointed or
granted any proxy, which appointment or grant is still effective, with respect to the Common Stock or Other Securities owned by the Stockholder. 

ARTICLE III 
 COVENANTS

 SECTION 3.01. No Disposition or Encumbrance of Stock. The Stockholder hereby covenants and agrees that the Stockholder shall not
offer or agree to sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal,
agreement, limitation on the Stockholder’s voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to the Common Stock or Other Securities, directly or indirectly, or initiate, solicit
or encourage any person to take actions which could reasonably be expected to lead to the occurrence of any of the foregoing. 

SECTION 3.02. Company Cooperation. The Company hereby covenants and agrees that it will not, and the Stockholder irrevocably and
unconditionally acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any Encumbrance or agreement (other than this Agreement) on any of the Common Stock or Other Securities
subject to this Agreement. 
 ARTICLE IV 

MISCELLANEOUS 
 SECTION
4.01. Further Assurances. The Stockholder shall execute and deliver such further documents and instruments and take all further action as may be reasonably necessary in order to consummate the transactions contemplated hereby. 

SECTION 4.02. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and that any Investor (without being joined by any other Investor) shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.
Any Investor shall be entitled to its reasonable attorneys’ fees in any action brought to enforce this Agreement in which it is the prevailing party. 

SECTION 4.03. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Stockholder (other than the
Securities Purchase Agreement and the other Transaction Documents) with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Company and the Stockholder with respect to the
subject matter hereof. 
 SECTION 4.04. Amendment. This Agreement may not be amended except by an instrument in writing signed by the
parties hereto. 

  
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 SECTION 4.05. Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not
affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. 

SECTION 4.06. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of Delaware. The parties hereby agree that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the Supreme Court of the
State of New York or the United States District Court for the Southern District of New York located in New York County, New York. The parties consent to the jurisdiction and venue of the foregoing courts and consent that any process or notice of
motion or other application to any of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail, return receipt requested, directed to the party being served at its
address set forth on the signature ages to this Agreement (and service so made shall be deemed complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the
rules of said courts. Each of the Company and the Stockholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in
such a court and any claim that suit, action, or proceeding has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
 SECTION 4.07.
Termination. This Agreement shall automatically terminate immediately following the occurrence of the Stockholder Approval. 
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 IN WITNESS WHEREOF, the Stockholder and the Company have duly executed this Voting Agreement as
of the date first written above. 
  

			
	THE COMPANY:
	
	ASCENT SOLAR TECHNOLOGIES, INC.
		
	By:	 	  

		 	Name:
		 	Title:
		
	Address:	 	 12300 Grant Street,
 Thornton, CO
80214

	
	STOCKHOLDER:
	
	  

	[                    ]
	
	Address: