Unassociated Document


    
      EXHIBIT
10.107

      


      [*] =
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.

      


      AMENDMENT NO. 2 TO SUPPLY
AGREEMENT NO. 2

      


      This
Amendment No. 2 to Supply Agreement No. 2 (this “Amendment”)
is entered into as of the date written last on the signature page hereof,
between TIANWEI NEW ENERGY (CHENGDU) WAFER CO., LTD., a People’s Republic of
China company (hereinafter “TIANWEI”)
and HOKU MATERIALS, INC., a Delaware corporation (hereinafter “HOKU”).
HOKU and TIANWEI are sometimes referred to herein in the singular as a “Party” and
in the plural as the “Parties”.

      


      Recitals

       

      WHEREAS,
HOKU and TIANWEI are parties to that certain Supply Agreement No. 2 dated as of
September 14, 2008, as amended by that Amendment to Supply Agreement No. 2 dated
as of October 24, 2008 (as amended, “Supply Agreement
No. 2”), pursuant to which, in addition to the [*] metric tons of product
to be sold pursuant to Supply Agreement No. 1 (as defined in the sixth recital
below), HOKU has agreed to sell to TIANWEI, and TIANWEI has agreed to purchase
from HOKU, an aggregate of [*] metric tons of Products over a ten-year
period.

       

      WHEREAS,
TIANWEI has paid to HOKU a total of Twenty-Two Million US Dollars
(US$22,000,000) as of April 1, 2009, in product prepayments and advances, in
fulfillment of TIANWEI’s obligations under Sections 5.1 and 5.2 of Supply
Agreement No. 2, with an additional Third Deposit in the amount of Twelve
Million US Dollars (US$12,000,000) due on or before April 30, 2009, pursuant to
Section 5.3 of Supply Agreement No. 2.

       

      WHEREAS,
TIANWEI is obligated to pay HOKU the Fourth Deposit in the amount of Two Million
U.S. Dollars (US$2,000,000) upon HOKU’s first shipment of Products pursuant to
Section 5.4 of Supply Agreement No. 2.

       

      WHEREAS,
TIANWEI has agreed to accelerate the timing of payment of US$1,000,000 of the
Fourth Deposit (the “Accelerated
Deposit”), and such other amendments as set forth herein, and HOKU has
agreed to adjust the price of the Products, and such other amendments as set
forth herein.

       

      WHEREAS,
the Parties have agreed to certain amendments to Supply Agreement No. 2 which
amendments, when effective, shall supersede the corresponding provisions of
Supply Agreement No. 2.

       

      WHEREAS,
contemporaneously and in conjunction with this Amendment, the parties have
agreed to amend (“Amendment No.
3”) that certain Supply Agreement dated as of August 4, 2008, as amended
by that Amendment to Supply Agreement dated as of August 14, 2008, and further
amended by that Amendment No. 2 to Supply Agreement dated as of October 24, 2008
(“Supply
Agreement No. 1”).

       

      
        	
                TIANWEI
      Initials & Date    AG         
      2009-5-2

              	
                HOKU Initials & Date   DS    May
      2, 2009

              


      

       

      
        
          
          

        

        
          Page
1

          
            

          

        

        
          
          

        

      

       

      NOW,
THEREFORE, in furtherance of the foregoing Recitals and in consideration of the
mutual covenants and obligations set forth in This Amendment, the Parties hereby
agree as follows:

       

      1.  Definitions. Unless
otherwise defined herein, capitalized terms used in this Amendment have the
meanings set forth in Supply Agreement No. 2.

      


      2.  Effectiveness.  This
Amendment shall be contingent, and shall take effect upon the later to occur of
(i) the payment of the Third Deposit, (ii) the effectiveness of Amendment No. 3
to Supply Agreement No. 1, (iii) payment to HOKU of US$500,000 of the
Accelerated Deposit on or before May 31, 2009; and (iv) payment to HOKU of
US$500,000 of the Accelerated Deposit on or before June 30,
2009.  This Amendment shall have no force or effect until all
of the foregoing enumerated events have occurred.

      


      3.  Amendments.  The
following provisions of Supply Agreement No. 2 are amended or amended and
restated, as indicated in each case, as follows:

      


      D.  To
eliminate the requirement that HOKU ship an additional [*] metric tons of
Product to TIANWEI in calendar year 2009, Section 4.3 of Supply Agreement No. 2
is hereby amended and restated in its entirety to read as follows:

      


      4.3    [Reserved]

      


      E.    The
last sentence of Section 5.5 of Supply Agreement No. 2 is hereby amended to read
as follows:

      Unless
HOKU is entitled to retain the Total Deposit as liquidated damages pursuant to
Section 11, shipments to TIANWEI shall be credited against the Total Deposit in
accordance with the Credit Schedule on Appendix 1.

      


      F.  Due
to HOKU’s change of address and fax number, HOKU’s address and fax number, as
set forth in Section 13.6 of Supply Agreement No. 2, are hereby amended to read
as follows:

      


      HOKU:

      


      HOKU
MATERIALS, INC.

      1288 Ala
Moana Blvd., Ste. 220

      Honolulu,
HI 96814

      Attn:  Mr.
Dustin Shindo, CEO

      Facsimile:  +1
(808) 440-0357

      


      I.  Appendix
1 of Supply Agreement No. 2 is hereby amended and restated in its entirety and
replaced with Appendix 1 to this Amendment.

       

      4.  Original
Agreement.  Supply Agreement No. 2 shall and does remain in
effect as originally written, except as herein above specially amended or as
otherwise necessary to give the foregoing amendments full force and
effect.

      [Signature
page follows]

       

      
        	
                TIANWEI
      Initials & Date    AG         
      2009-5-2

              	
                HOKU Initials & Date   DS    May
      2, 2009

              


      

       

      
        
          
          

        

        
          Page
2

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to Supply
Agreement No. 2 as of the last date set forth below.

       

       

      
        
          	
                  TIANWEI:

                   

                  TIANWEI
      NEW ENERGY (CHENGDU) WAFER CO., LTD.

                	
                  
                     

                  

                	
                  
                    
                      HOKU:

                       

                      HOKU
      MATERIALS, INC.

                    

                  

                
	 	 	 	 	 
	 	 	
                   

                	 	
                   

                
	
                  By: 

                	/s/
      AIHUA GUO	 	
                  By:  

                	/s/
      DUSTIN M. SHINDO
	 	 	 	 	 
	Name:  	 	
                   

                	Name:  	
                  Dustin
      M. Shindo

                
	
                   

                	 	 	 	 
	Title:  	 	 	Title:  	Chief
      Executive Officer
	
                  Authorized
      Signatory

                	
                   

                	Authorized
      Signatory
	 	 	 	 
	
                  Date:  

                	
                  2009-5-2

                	 	
                  Date:  

                	May
      2, 2009


        

         

      

    

    
      
        
        

      

      
        
          Signature
page to Amendment No. 2 to Supply Agreement No. 2

        

        
          

        

      

      
        
        

      

    

     

    Appendix
1

     

    Pricing
Schedule

     

    
      	 
      	
              Yr
      1

            	
              Yr
      2

            	
              Yr
      3

            	
              Yr
      4

            	
              Yr
      5

            	
              Yr
      6

            	
              Yr
      7

            	
              Yr
      8

            	
              Yr
      9

            	
              Yr
      10

            	
              Total

            
	
              Tons
      per Year

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              Price
      per kg*

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	 
      


    

    


     

    
      If there
is uncertainty in price between the delivery period and the total quantity for
that period based on the table above, the price assigned to the quantity shall
prevail.  For example, the first [*] MT shall be invoiced at
$[*] per
kilogram.

      


      


      Credit
Schedule

       

      Pursuant
to Section 5.6, the Total Deposit shall be credited [*] according to the following
schedule:

    

     

    
      	 
      	
              Yr
      1

            	
              Yr
      2

            	
              Yr
      3

            	
              Yr
      4

            	
              Yr
      5

            	
              Yr
      6

            	
              Yr
      7

            	
              Yr
      8

            	
              Yr
      9

            	
              Yr
      10

            	
              Total

            
	
              Total
      Credit Per Year

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              $36,000,000

            
	
              Net
      Cash Price per kg

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            	 
      


    

     

    
      
        
          	
                  TIANWEI
      Initials & Date                           
      May 2,
      2009

                	
                  HOKU Initials & Date   DS    May
      2, 2009