*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**TABLE OF CONTENTS       **Page**      ARTICLE I SUPPLY OF PRODUCT  4 Section 1.1 Quantity and Price of Product  4 Section 1.2 Delivery Start Date; Monthly Quantity  5 Section 1.3 Quantity Variance  5 Section 1.4 Disposition of Product Sold  6 Section 1.5 Delivery Schedule  6      ARTICLE II ADVANCE PAYMENT  6 Section 2.1 Advance Payment  6      ARTICLE III DELIVERY AND SHIPPING  7 Section 3.1 Delivery  7      ARTICLE IV PAYMENTS  7 Section 4.1 Payments  7 Section 4.2 Taxes  8 Section 4.3 Payment Terms in the Event of Non-Payment  8      ARTICLE V SPECIFICATIONS; INSPECTION OF PRODUCT; PLANT  8 Section 5.1 Specifications  8 Section 5.2 Inspection of Product  8      ARTICLE VI CONFIDENTIAL INFORMATION  9 Section 6.1 Confidential Information  9 Section 6.2 Restrictions On Use and Disclosure  9 Section 6.3 Exclusions  9 Section 6.4 Compelled Disclosure  9 Section 6.5 Press Releases  9 Section 6.6 Confidentiality of Agreement  10      ARTICLE VII WARRANTIES; DISCLAIMER; REMEDIES  10 Section 7.1 Disclaimer of Warranties  10 Section 7.2 Title  10 Section 7.3 Damaged or Defective Product  10 Section 7.4 Failure to Purchase by Buyer  10 Section 7.5 Failure to Supply by OCI  11 Section 7.6 Limitation of Liability  11 Section 7.7 Indemnity  11      ARTICLE VIII TERM AND TERMINATION  11 Section 8.1 Term  11 Section 8.2 Termination  11 Section 8.3 Effect of Termination  12 
 
2

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**       **Page**      ARTICLE IX MISCELLANEOUS  12 Section 9.1 Force Majeure  12 Section 9.2 Governmental Approvals  12 Section 9.3 Hierarchy among this Agreement and Purchase Orders  12 Section 9.4 Independent Contractors  13 Section 9.5 Notice  13 Section 9.6 Amendment; No Waiver  13 Section 9.7 Governing Law; Jurisdiction  13 Section 9.8 Entire Agreement  14 Section 9.9 Assignment  14 Section 9.10 Non-Exclusive Agreement  14 Section 9.11 Successors  14 Section 9.12 Headings  14 Section 9.13 Word Meanings  14 Section 9.14 Language  14 Section 9.15 Counterparts  15 
 
3

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.****SUPPLY AGREEMENT**THIS SUPPLY AGREEMENT (this “Agreement”) is entered into as of March 28, 2011,(the “Effective Date”), by and between OCI Company Ltd., a corporation organizedunder the laws of Korea, having its registered office at OCT Building, 50, Sogong-Dong,Jung-Gu, Seoul, 100-718, Korea (“OCI”), and JingAo Solar Co., Ltd., a companyorganized under the laws of the People’s Republic of China, having its registered office atJingLong Industrial Park, JingLong Street, Ningjin, Hebei Province 055550, P.R. China(“Buyer”). Each of OCI and Buyer is referred to herein individually as a“Party” and collectively as the “Parties.”**RECITALS**WHEREAS, OCI operates a production facility (“Plant”) for the manufacture ofpoly-crystalline silicon made from the decomposition of chlorosilane in reactors (the“Product”);WHEREAS, Buyer manufactures solar cells and solar modules using mono- crystalline wafersand poly- crystalline wafers; andWHEREAS, OCI desires to sell, and Buyer desires to purchase, Products pursuant to theterms and conditions of this Agreement.NOW, THEREFORE, the Parties agree as follows:**ARTICLE I****SUPPLY OF PRODUCT**Section 1.1 Quantity and Price of Product.(a) Subject to adjustments pursuant to Sections 1.2, 1.3 and Article II, OCI hereby agrees tosell and Deliver to Buyer, and Buyer hereby agrees to purchase and receive from OCI, the followingquantities of Product for each of the periods (with respect to each calendar year, the quantityindicated below for such calendar year, the (the “Original Annual Prices” as may beadjusted pursuant to Section 1.1 (b) set forth below:       Calendar      Year Quantity Price Amount2012 *** *** ***2013 *** *** ***2014 *** *** ***2015 *** *** ***2016 *** *** ***2017 *** *** ***2018 *** *** ***Total ***   ***
 
4

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**(b) The Original Annual Prices shall be subject to adjustment in a range of *** (“PriceRange”) of the relevant Original Annual Price, during the period of ten (10) working days(excluding any national holidays in either Party’s country) prior to the relevant quarter, startingfrom the 1st working day of immediately preceding month (“Quarterly Negotiation Period”), solely bya written agreement between the Parties. In the event that the Parties fail to reach an agreementduring the Quarterly Negotiation Period, supply of the product shall be suspended tentativelyduring the relevant quarter.And thereafter, the price for the relevant quarter shall be set at the lowest price in the PriceRange in case OCI wants to resume supply of the Product, or at the highest price in the Price Rangein case Buyer wants to resume supply of the Product, provided, however. that such a decision onresuming supply of the Product for the relevant quarter shall be made during the period of five (5)working days (excluding any national holidays in either Party’s country immediately subsequent toQuarterly Negotiation Period. (“Quarterly Resume Period”)The quantity of the Product not supplied during the suspension shall be carried forward to thesubsequent calendar year and the remaining contract period thereafter, and evenly spread over eachremaining calendar year. Notwithstanding the foregoing, total contract period (7 years) and totalcontract amount (***) of this Agreement shall be fixed for the entire contract period despite ofany adjustment hereunderSection 1.2 Delivery Start Date; Monthly Quantity. Subject to adjustment in accordance withSection 1.3, for each calendar year set forth in Section 1.1, OCI shall sell and Deliver, and Buyershall receive and purchase, the Original Annual Quantity (or, if the Original Annual Quantity hasbeen adjusted pursuant to Section 1.3 below, the Adjusted Annual Quantity (as defined below) forsuch calendar year in accordance with the delivery schedule agreed to by the Parties pursuant toSection 1.5. The monthly quantities to be Delivered, before giving effect to any adjustmentspursuant to Section 1.3. shall herein be referred to as “Original Monthly Quantity” or“Original Monthly Quantities,” as the context shall require.Section 1.3 Quantity Variance.(a) With respect to the Original Annual Quantity, either Party may, at its sole and absolutediscretion, increase or decrease the amount of such Original Annual Quantity by an amount which isno greater than ***of such Original Annual Quantity by providing advanced written notice (the“Notice of Adjustment”) to the other Party. Any Original Annual Quantity which has been soadjusted shall become the “Adjusted Annual Quantity”. The Notice of Adjustment shallbecome effective on the date which is three (3) months after the date of such Notice of Adjustment.Upon effectiveness of such Notice of Adjustment, that portion of the Adjusted Annual Quantityremaining to be Delivered as of such effective date shall be equitably adjusted by mutual agreementof the parties, provided however, in the absence of mutual agreement, the portion of the AdjustedAnnual Quantity then remaining to be delivered shall be equally divided among the calendar monthsremaining in such calendar year. Any Original Monthly Quantity which has been so adjusted shallbecomethe “Adjusted Monthly Quantity”.
 
5

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**(b) If the actual quantity of the Product Delivered is less than *** of the Original MonthlyQuantity or Adjusted Monthly Quantity, as applicable, then remedial measures in respect of suchdeficiency shall be discussed between. OCI and Buyer pursuant to which OCI and Buyer shall find anamicable solution to such deficiency, including rolling over the deficient quantity to one or moresubsequent Deliveries. In no event shall such deficiency be deemed to be a default under thisAgreement, provided however, OCI shall have exerted commercially reasonable efforts to Deliver theOriginal Monthly Quantity or Adjusted Monthly Quantity, as applicable.Section 1.4 Disposition of Product Sold. Buyer shall utilize the Product for itsmanufacturing purposes and shall not re-sell the Product, or become a re-seller or distributor ofthe Product.Section 1.5 Delivery Schedule. At least *** days prior to the beginning of each calendaryear, the Parties shall discuss and consult with each other as to timing and quantities of OriginalMonthly Quantities to be Delivered during such calendar year. Absent agreement by the Parties tothe contrary, OCI shall Deliver to Buyer the applicable Original Annual Quantity over substantiallyequal batches during each month of such calendar year, pursuant to a monthly purchase order to beDelivered by Buyer to OCI at least *** prior to the beginning of such month, which purchase ordershall specify the agreed Original Monthly Quantity to be Delivered in such month. The schedule forDeliveries of Adjusted Annual Quantities shall be determined in accordance with Section 1.3(a).**ARTICLE II****ADVANCE PAYMENT**Section 2.1 Advance Payment. Buyer agrees to make an interest free advance payment (withoutprejudice to the final paragraph of this Section 2.1) to OCI (paid to an account designated byOCI) in the aggregate amount of ****** (the “Advance Payment”), in accordance with theschedule set forth below:   Date Amount*** ****** ****** ***Total ***In respect of each payment from Buyer to OCI, Buyer shall be entitled to anAdvance Payment Credit.“Advance Payment Credit” in respect of any payment shall mean the number equalto the product of (i) the Pro Rata Percentage and (ii) theamount of such payment, to the extent that the Advance Payment Balance at thetime of calculation is greater than such number, and if the AdvancePayment Balance is less than such cumber, the amount of the Advance PaymentBalance.
 
6

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**“Pro Rata Percentage” shall equal the fraction, the numerator of which isequal to the amount of the Advance Payment and the denominator of which isequal to the aggregate purchase price for all of the Original AnnualQuantities set forth in Section 1.1.“Advance Payment Balance as of a certain time, shall mean a number which isequal to (i) the amount of the Advance Payment less (ii) the aggregate amountof all Advance Payment Credits prior to such time.Upon termination of this Agreement pursuant to (i) Section 8.2(a), (ii) Section 8.2(b)due to a breach by OCI, or (iii) if OCI is unable to meet its obligations hereunder due to aForce Majeure for more than 120 consecutive days and Buyer shall have the right to terminatethis Agreement with written notice to OCI, OCI shall refund to Buyer within 30 days of theeffective date of such termination the Advance Payment Balance as of the date of such refund,less any amounts due and payable by Buyer to OCI for already delivered Product which areoutstanding as of the date of such refund.**ARTICLE III****DELIVERY AND SHIPPING**Section 3.1 Delivery. The Product shall be delivered to Buyer Ex Works Gunsan, Korea(Incoterms 2000); accordingly, the availability of an Original Monthly Quantity or Adjusted MonthlyQuantity, as applicable, for receipt by Buyer at the Plant shall constitute “Delivery” forthe purposes of this Agreement.**ARTICLE IV****PAYMENTS**Section 4.1 Payments. Contemporaneously with each Delivery under this Agreement, OCI shallissue an invoice to Buyer for the Products being Delivered. Invoices shall be sent electronically.Buyer shall pay all amounts due under any invoice submitted by OCI within *** days from the date ofsuch Delivery. All payments made to OCI shall be made in cash by wire transfer to an accountspecified by OCI. All such payments shall be free and clear of all withholdings, taxes, set-off,encumbrances of any kind. Late payment(including late payment of the Advance Payment set forth inSection 2.1 above) interest of *** per annum may be assessed by OCI on payment past due from thepayment due date to the date payment is received.
 
7

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**This Agreement is a “take or pay agreement” such that Buyer is absolutely andirrevocably required to accept and pay for the Original Annual Quantity or Adjusted AnnualQuantity, as applicable (as adjusted pursuant to this Agreement) of Product Delivered foreach of the calendar years set forth in the table in Section 1.1, at the prices set forth inthe same table (as adjusted pursuant to this Agreement). In the event that Buyer fails atleast *** times in any calendar year to accept Delivery of Product within a commerciallyreasonable time after having been notified of suchDelivery OCI shall invoice (the “Sweep Invoice”) Buyer for the differencebetween (a) the aggregate purchase price for the Original Annual Quantity or Adjusted AnnualQuantity (after taking into account any applicable Advance Payment Credit), as applicable,for such year and (b) the actual amount paid by Buyer in respect of such Original AnnualQuantity or Adjusted Annual Quantity, as applicable, which amount shall be paid by Buyerwithin ten (10) days of the date of such invoice. Any portion of the Original Annual Quantityor Adjusted Annual Quantity, as applicable not already Delivered by the time of such SweepInvoice shall be Delivered by OCI to Buyer substantially in accordance with the deliveryschedule agreed to by the Parties in accordance with this Agreement. Buyer specificallyacknowledges and accepts that Buyer shall be liable for the purchase price of the OriginalAnnual Quantity or Adjusted Annual Quantity, as applicable, whether Delivered, providedhowever, that to the extent that Buyer is required, pursuant to this paragraph, to pay forthat portion of any Original Annual Quantity or Adjusted Annual Quantity, as applicable, notyet Delivered, OCI shall be required to Deliver such Original Annual Quantity or AdjustedAnnual Quantity, as applicable, in accordance with this paragraph.Section 4.2 Taxes. OCI shall be responsible for all sales, use, excise, value-added orother taxes. tariffs. duties or assessments, including interest and penalties levied or imposed atany time by any governmental authority arising from or relating to the supply of Product. Buyershall be responsible for all sales, use, excise. value-added or other taxes, tariffs, duties orassessments. including interest and penalties, levied or imposed at any time by any governmentalauthority arising from or relating to purchase or use of the Product.Section 4.3 Payment Terms in the Event of Non-Payment. In the event that Buyer does not payfor Product as required hereunder. in addition to OCI’s other: remedies hereunder, includingtermination as provided in VIII hereof, OCI shall be entitled, notwithstanding any other provisionsin this Agreement to the contrary, to cease delivery of any further Product until any arrearagesare cured, including applicable late payment charges. and/or require payment of all future ordersand shipments in the form of a letter of credit meeting OCI’s letter of credit requirements atleast thirty (30) days prior to the date scheduled for Delivery, in instances where Buyer’s paymentis more than thirty (30) days late, at least forty-five (45) days prior to the date scheduled fordelivery**ARTICLE V****SPECIFICATIONS; INSPECTION OF PRODUCT; PLANT**Section 5.1 Specifications.All of the Product to be supplied by OCI shall meet thespecifications set forth in Schedule 1, which may be amended from time xi time upon mutualagreement (the “Specifications”). OCI shall provide product quality repot with eachDelivery.Section 5.2 Inspection of Product. Unless Buyer notifies OCI in writing within ninety (90)days of Delivery that any Product does not conform to the Specification, such shipment shall bedeemed to conform to the Specifications.
 
8

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.****ARTICLE VI****CONFIDENTIAL INFORMATION**Section 6.1 Confidential Information. Any information provided by one Party to the otherParty, including pricing information, Specifications, Product information, Plant information orother proprietary or confidential information that is not generally available to the public shallbe deemed confidential information (the “Confidential Information”).Section 6.2 Restrictions On Use and Disclosure. Once any Confidential Information isprovided by one Party (the “Disclosing Party”) to the other Party (the “ReceivingParty”), the Receiving Party shall, and shall cause its respective directors, officers,principals, members. employees, consultants, contractors, agents, advisors and representatives(collectively, “Representatives”) (i) not to deliver, divulge, disclose or communicate, crpermit to be delivered, divulged, disclosed or communicated, to any third party, directly orindirectly, any Confidential Information, (ii) to disclose or give access to, or permit tobe disclosed or given access to, any such Confidential Information, other than those of itsRepresentatives that have a need to know such Confidential Information for the purposes ofperforming the Receiving Party’s obligations under this Agreement, (iii) to ensure thatsuch Representatives keep the Confidential Information confidential, and (iv) to take allother reasonably necessary or advisable actions to preserve the confidentiality and security of theConfidential Information.Section 6.3 Exclusions. The foregoing restrictions contained in Section 6.2 shall not applyto Confidential Information that (i) is or becomes generally known to the public through nofault of the Receiving Party or its Representatives including without limitation any acts oromissions of the Receiving Party or its Representatives in violation of this Agreement,(ii) is disclosed to the Receiving Party without obligation of confidentiality by a thirdperson who has a right to make such disclosure and the Receiving Party is able to document theindependent source, (iii) was in the possession of the Receiving Party at or prior to thetime of receipt from the Disclosing Party, as evidenced by contemporaneous, corroborated writtenrecords, without being subject to another obligation of confidentiality or (iv) isindependently developed by the Receiving Party without reference to the Disclosing Party’sConfidential Information.Section 6.4 Compelled Disclosure. If the Receiving Party or its Representatives is requiredto disclose any Confidential Information otherwise than in accordance with this Agreement bygovernment authority or pursuant to any applicable laws, regulations, or judicial orders, theReceiving Party shall provide the Disclosing Party with prompt prior written notice of such requestor requirement prior to disclosing the Confidential Information.Section 6.5 Press Releases. Except as permitted under this Article VI, neither Party shallissue any press release or make any public announcement which includes or otherwise uses the nameof the other Party, or relates to this Agreement or to the performance hereunder in any publicstatement or document, without the prior review and written approval of the other Party, whichapproval shall not be unreasonably withheld or delayed. Any such review shall be completed as soonas practicable, but in any event within five (5) days of receipt of the proposed statement ordocument. Notwithstanding theforegoing, the Parties shall endeavor in good faith to agree upon and issue a joint press releaseannouncing the relationship between the parties promptly after the date hereof.
 
9

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**Section 6.6 Confidentiality of Agreement. The terms and conditions of this Agreement,including the existence thereof, shall be treated as Confident-al Information and shall not bedisclosed by either Party to any third party, except (i) with the Party’s consent, whichconsent shall not be unreasonably withheld or delayed, (ii) as may be required by law orregulation or rules of a nationally recognized stock exchange, (iii) to legal counsel,accountants, investors, lenders and financial advisors, (iv) in connection with any actionor claim to enforce its rights hereunder or in any related transaction and (v) asreasonably required in connection with a bona fide financing or sale transaction in which all orsubstantially all of a Party’s business, assets or equity capital is proposed to be sold.**ARTICLE VII****WARRANTIES; DISCLAIMER; REMEDIES**Section 7.1 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THIS ARTICLE VII, OCIDISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING ORUSAGE OF TRADE.Section 7.2 Title.OCI warrants that it has good title to the Products sold to Buyerhereunder and the right to sell them to Buyer free of any security interest. lien or any otherencumbrance whatever.Section 7.3 Damaged or Defective Product. OCI warrants that the Products Delivered shallconform to the Specifications. In the event of Delivery of defective Products, upon notice by Buyerto OCI pursuant to Section 5.2 above, OCI and Buyer shall discuss the appropriate method of curingsuch defect, pursuant to which OCI and Buyer shall find an amicable solution to such damage ordefect, provided however, in the absence of agreement to the contrary, Buyer agrees that its soleand exclusive remedy against OCI shall be limited to, either, at OCI’s sole discretion, (i) repairor replacement of damaged or defective Product or (ii) pay to Buyer (not to exceed the purchaseprice of the specific quantity of defective Products), provided however, OCI shall first allocateProducts to Buyer under option(i) above in a manner to that Buyer is treated no less favorably thanif OCI had allocated all available Products to all of its customers on a pro rata and equitablebasis after also taking into account OCI’s existing contractual obligations to its customers. IfOCI does not agree on the results of inspection conducted by Buyer, the Parties may jointly appointan independent third party to conduct the inspection, the results of which shall be final andbinding upon both Parties. The cost of such third party inspection shall be equally borne by bothParties.Section 7.4 Failure to Purchase by Buyer. If Buyer fails to take Delivery of or purchaseall or any portion of the Original Annual Quantity or Adjusted Annual Quantity, as applicable, forany calendar year for any reason whatsoever, OCI shall be entitled to the remedies set forth inSection 4.1, provided that failure by Buyer to purchase all or any part of such Original AnnualQuantity or Adjusted Annual Quantity, as applicable, made available for Delivery shall notconstitute a breach of this Agreement if OCI shall have received full payment in respect of suchapplicable Original Annual Quantity or Adjusted Annual Quantity,as applicable, in accordance with the Sweep Invoice applicable for such Original Annual Quantity orAdjusted Annual Quantity, as applicable.
 
10

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**Section 7.5 Failure to Supply by OCI. Subject to Section 1.1, if OCI is unable, afterexerting commercially reasonable efforts, to deliver all or any portion of the first *** kilogramsof the aggregate amount of the Original Annual Quantities set forth in Section 1.1, Buyer isentitled to terminate this Agreement immediately, and OCI shall be obligated to compensate anydirect loss and reasonable cost incurred by Buyer in connection with the failure to supply by OCI.Section 7.6 Limitation of Liability. Buyer’s remedies in respect of any claim relating todefective products shall be limited by and subject to Section 7.3. In no event shall either partybe liable to the other party for costs of procurement of substitute goods, loss of profits, or forany indirect, special, consequential, incidental, exemplary or punitive damages, whether arisingout of contract. tort, strict liability or otherwise resulting from or related to this Agreement(whether or not such party knew or should have known of the possibility of any such damages).Section 7.7 Indemnity. A Party, (the “Indemnitor”) shall indemnify, defend and hold theother Party and its officers, directors, employees, consultants, agents and other representatives(the “Indemnitees”) harmless from and against any and all liability, damage loss, cost or expense(including reasonable attorneys’ fees) arising out of third party claims or lawsuits (a“Claim”) related to or arising out of the Indemnitor’s breach of any of its covenants,representations or warranties set forth in this Agreement. Upon the assertion of any such claim orsuit, the Indemnitees shall promptly notify the Indemnitor and the Indemnitor shall appoint counselreasonably acceptable to the affected Indemnitees to represent such Indemnitees with respect to anyclaim or suit for which indemnification is sought. The Indemnitees may select their own respectivecounsel, at the Indemnitor’s cost, upon notice to the Indemnitor; provided, however, that theyshall not settle any claim or suit hereunder without the prior written consent of the Indemnitor.**ARTICLE VIII****TERM AND TERMINATION**Section 8.1 Term.This Agreement shall commence upon the Effective Date and shall remain infull force until December 31, 2018, unless earlier terminated pursuant to Section 8.2 below.Section 8.2 Termination.(a) Mutual Agreement. This Agreement may be terminated at any time upon mutualagreement of the Parties.(b) Termination For Breach. Except as otherwise set forth herein, the failure by aParty to comply in any material respect with any of the obligations contained in this Agreementshall entitle the other Party to give notice to have the default cured. If such default is materialand not cured within sixty (60) days after the receipt of such notice, or diligent steps have notbegun to be taken to cure such default within thirty (30) days or if by its nature such default isnot capable of being cured, the other Party shall be entitled to immediately terminate thisAgreement.
 
11

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**(c) Bankruptcy. Insolvency. If a Party (or its creditors or any other eligible party)files for its liquidation, bankruptcy. reorganization, composition, dissolution or other similarproceedings or arrangement, or if such Party is unable to pay any debts as they become due, hasexplicitly or implicitly suspended payment of any debts as they became due (except debts contestedin good faith), or if the creditors of the such Party have taken over its management, or if therelevant financial institutions have suspended clearing house privileges with regard to such Party,then the other Party shall be entitled to immediately terminate this Agreement.Section 8.3 Effect of Termination. The expiration or termination of this Agreement shallnot relieve the Parties of any obligations accruing prior to such termination, and any suchtermination shall be without prejudice to the rights of either Party against the other conferred onit by this Agreement. In addition, the provisions of Article VI, VII, VIII and IX shall surviveexpiration or termination of this Agreement for any reason for as long as necessary to permit theirfull discharge.**ARTICLE IX****MISCELLANEOUS**Section 9.1 Force Majeure. Neither Party shall be responsible for suspension of itsperformance under this Agreement (other than the obligation of payment) if such suspension iscaused by fire, flood, epidemics. quarantine restrictions, strikes. lockouts or other labordisputes. freight embargoes, severe weather, riots, terrorism, acts of war, acts of God or thepublic enemy or compliance with applicable laws, rules or regulations of any governmental authorityor by compliance with any order or decisions of any court, board or other governmental authority orby any cause beyond the reasonable control of such Party, whose effects are not capable of beingovercome without commercially unreasonable expense to such Party (“Force Majeure”); provided,however, that this Section 9.1 shall not relieve a Party of its obligation to pay for any Productor other payment required by this Agreement. In addition, if due to Force Majeure, OCI is unable toproduce sufficient Products to meet all demands from customers, OCI shall (a) inform Buyer of suchreduction in production of Product; (b) undertake commercially reasonable efforts to overcome suchsituation; and (c) have the right to allocate production among its customers in any manner in whichOCI may determine to be equitable basis, after consulting with Buyer. Buyer shall have noobligation to pay for the Product not Delivered to Buyer if such failure to Deliver is due to OCIclaiming the occurrence of a Force Majeure.Section 9.2 Governmental Approvals. OCI shall obtain all necessary Korean governmentalapprovals required for the export of the Products to Buyer. Buyer shall obtain all other governmentapprovals for the import of Products by Buyer. OCI shall obtain and maintain in effect all requiredKorean governmental permits, licenses, orders, applications, and approvals necessary for it tooperate its business in all material respects.Section 9.3 Hierarchy among this Agreement and Purchase Orders. If there is a conflictbetween or among the terms of this Agreement. its Schedules or a Purchase Order, the followingorder of precedence shall apply: this Agreement, Schedules, and the Purchase Order; provided,however, a specific written agreement to amend this Agreement (which contains a specific referenceto Section 9.6 of this Agreement) signed by the Parties that expresses the intent of the Parties tomodify this Agreement shall take precedence overthis Agreement.
 
12

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**Section 9.4 Independent Contractors. The Parties hereto are independent contractors.Neither Party to this Agreement nor any of its employees, customers or agents, shall be deemed tobe the representative, agent or employee of the other Party for any purpose whatsoever, nor shallany of them have the right or authority to assume or create an obligation of any kind or nature,express or implied, on behalf of the other, nor to accept service of any legal claims or noticesaddressed to or intended for the other.Section 9.5 Notice. For the purpose of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing, shall be deemed to have been duly given whenreceived and may be sent by personal delivery, facsimile (to the respective facsimile number setforth below or last given by each Party to the other) or sent by express courier (prepaid andaddressed to the respective addresses set forth below or last given by each Party to the other).The Parties’ respective initial addresses for purposes of receiving notices pursuant to thisAgreement shall be as follows:   If to OCI: If to Buyer:   OCI Company Ltd. JingAo Solar Co., Ltd.OCI Building JingLong Industrial Park,50, Sogong-Dong, Jung-Gu JingLong Street,Seoul, 100-718 Ningjin, Hebei Province 055550Korea People’s Republic of ChinaAttn: TaeHyeon Kim Attn: Jian XieFax: +82-2-727-9559 Fax: + 86-21-6095-5798Section 9.6 Amendment; No Waiver.This Agreement cannot be amended, changed, modified orsupplemented orally, and no amendment, change, modification or supplement of this Agreement shallbe recognized nor have any effect, unless the writining in which it is set forth is signed by bothParties, nor shall any waiver of any of the provisions of this Agreement be effective unless inwriting and signed by the Party to be charged therewith. The failure of either Party to enforce, atany time, or for any period of time, any provision hereof or the failure of either Party toexercise any option herein shall not be construes as a waiver of such provision or option and shallin no way affect that Party’s right to enforce such provision or exercise such option. No waiver ofany provision hereof shall be deemed to be, or shall constitute, a waiver of any other provision,or with respect to any succeeding breach of the same provision.Section 9.7 Governing Law; Jurisdiction.(a) This Agreement shall be governed by and construed and enforced in accordance with the lawsof Singapore, without giving effect to the rules respecting its conflicts of law principles. TheUnited Nations Convention on Contracts for the International Sale of Goods shall not apply.
 
13

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**(b) The Parties hereby agree that any dispute arising under this Agreement, or in connectionwith any breach thereof, shall be finally resolved through binding arbitration conducted inaccordance with the rules and procedures of the International Chamber of Commerce (“ICC”)by one (1) arbitrator appointed in accordance with the applicablerules of the ICC. Any such arbitration shall be held in Hong Kong International ArbitrationCenter. Any written evidence originally in a language other than English shall be submitted inEnglish translation accompanied by the original or a true copy thereof. The costs of thearbitration, including administrative and arbitrators’ fees, shall be shared equally by theParties, and each Party shall bear its own costs and attorneys’ and witness’ fees incurred inconnectior with the arbitration. Any award may be entered in a court of competent jurisdiction fora judicial recognition of the decision and applicable orders of enforcement. The Parties may applyto any court of competent jurisdiction for a temporary restraining order, preliminary injunction.or other interim or conservatory relief, as necessary, without breach of this arbitrationrequirement and without any abridgment of the powers of the arbitrator.(c) If any portion of this Agreement is held invalid by a court or tribunal of competentjurisdiction, such portion shall be deemed to be of no force and effect and this Agreement shall beconstrued as if such portion had not been included herein, provided however, if the deletion ofsuch provision materially impairs the commercial value of this Agreement to either Party, theparties shall attempt to renegotiate such provision in good faith.Section 9.8 Entire Agreement. This Agreement constitutes the entire agreement between theParties with respect to the subject matter hereof and supersedes all prior agreements,understandings and arrangements. oral or written, between the Parties with respect to the subjectmatter hereof. No agreement or representations. oral or otherwise, express or implied, with respectto the subject matter hereof have been made either Party which is not expressly set forth in thisAgreement.Section 9.9 Assignment. Neither Party shall have the right to assign or otherwise transferthis Agreement, or any of its rights or obligations hereunder, without the prior written consent ofthe other Party.Section 9.10 Non-Exclusive Agreement. This Agreement is a non-exclusive agreement. OCIexpressly reserves the right to contract with others to supply any of its products or services.Buyer expressly reserves the right to contract with others for any of the products or services itmay require.Section 9.11 Successors. This Agreement shall inure to the benefit of and be binding uponeach of the Parties and their respective permitted successors and as signs.Section 9.12 Headings. The headings used in this Agreement are for convenience of referenceonly and shall not affect the meaning or construction of this Agreement.Section 9.13 Word Meanings. Words such as herein, hereinafter, hereof and hereunder referto this Agreement as a whole and not merely to a section or paragraph in which such words appear,unless the context otherwise requires. The singular shall include the plural, and each masculine,feminine and neuter references shall include and refer also to the others, unless the contextotherwise requires.Section 9.14 Language. The official language of this Agreement is English. All contractinterpretations, notices and dispute resolutions shall be in English. Any attachments or amendmentsto this Agreement shall be in English. Translations of any of these documents shall not beconstrued as official or original versions of such documents.
 
14

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**Section 9.15 Counterparts. This Agreement may be executed in counterparts or duplicateoriginals, both of which shall be regarded as one and the same instrument, and which shall be theofficial and governing version in the interpretation of this Agreement.*[Signature pages follow]*
 
15

 
*** Confidential treatment has been requested for certain portions omitted from this exhibit pursuantto Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of thisExhibit have been separately filed with the Securities and Exchange Commission.**SOLAR GRADE POLYSILICON SPECIFICATION1. Material of Specification. Application, and Description 1.1 This SPECIFICATION describes the requirements for solar grade silicon material, whichis purchased by CUSTOMER from OCI Company LTD. (OCI).  1.2 This SPECIFICATION sets forth the acceptance and rejection criteria for all incomingsolar grade silicon material and supersedes any and all previous specification.  1.3 OCI Solar grade poly silicon chunks in a ready-to-use form.2. Production Method 2.1 The delivered silicon chunks arc produced by the Siemens method usingtrichlorosiiane(TCS, SiHCI3) as the feedstock gas.3. Specification Values and Analytical Method     **Purity** **Maximum****Concentration** **Method of Analysis**Donor(Phosphorus) 0.8ppba LT-FTIR(on a float-zone sample)Acceptor(Boron) 0.3ppba LT-FTIR(on a float-zone sample)Carbon 0.3ppma LT-FTIR(on a float-zone sample)     **Bulk Metals(Total)** **Maximum Concentration** **Method of Analysis**Fe, Cu, Ni, Cr, Zn, Na 2.0pphw ICP-MS(randomly selected pieces