REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

Dated as of October 6, 2009

between

Ascent Solar Technologies, Inc.

and

Norsk Hydro Produksjon AS

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of October 6, 2009 (this “ Agreement ”), between NORSK HYDRO PRODUKSJON AS, a company organized under the laws of the Kingdom of Norway (“ Norsk Hydro ,” and together with its permitted assignees, “ Selling Shareholder ”), and ASCENT SOLAR TECHNOLOGIES, INC., a corporation organized under the laws of the State of Delaware (“ ASTI ”).

RECITALS

WHEREAS, on September 29, 2009, ASTI and Norsk Hydro entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreement), pursuant to which, upon the terms and subject to the conditions thereof, Norsk Hydro will acquire, on the date hereof, 769,230 shares of common stock, par value $0.0001 per share (“ Common Shares ”), of ASTI (the “ ASTI Shares ”);

WHEREAS, in connection with the Securities Purchase Agreement, ASTI has agreed to provide Norsk Hydro certain registration rights with respect to its ASTI Shares; and

WHEREAS, certain terms used in this Agreement are defined in Section 1 .

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.  Definitions .

(a) For purposes of this Agreement:

“ affiliate ” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

“ control ” (including the terms “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract, credit arrangement or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such person.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc., or any successor entity thereof.

“ person ” means any individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” or “group” each within the meaning of Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

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“ Registrable Securities ” means the ASTI Shares held by Selling Shareholder (including any securities issuable or issued or distributed in respect of any such ASTI Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, amalgamation, consolidation or otherwise). For purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) the entire amount of the Registrable Securities proposed to be sold by Selling Shareholder in a single sale, in the opinion of counsel satisfactory to ASTI and Selling Shareholder, each in their reasonable judgment, may be distributed to the public in the United States pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act in any three-month period, (iii) any such Registrable Securities have been sold in a sale made pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act or (iv) the Registrable Securities are saleable pursuant to Rule 144(k) under the Securities Act.

“ Registration Expenses ” means all expenses in connection with or incident to the registration of Registrable Securities hereunder, including (a) all SEC and any FINRA registration and filing fees and expenses, (b) all fees and expenses in connection with the registration or qualification of Registrable Securities for offering and sale under the securities or “blue sky” laws of any state or other jurisdiction of the United States of America and, in the case of an underwritten offering, determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriter or underwriters may reasonably designate, including reasonable fees and disbursements, if any, of counsel for the underwriters in connection with such registrations or qualifications and determination, (c) all expenses relating to the preparation, printing, distribution and reproduction of any Registration Statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing Registrable Securities in a form for delivery for purchase pursuant to such registration or qualification and the expense of printing or producing any underwriting agreement(s) and agreement(s) among underwriters and any “blue sky” or legal investment memoranda, any selling agreements and all other documents approved for use in writing by ASTI to be used in connection with the offering, sale or delivery of Registrable Securities, (d) messenger, telephone and delivery expenses of ASTI and out-of-pocket travel expenses incurred by or for ASTI’s personnel for travel undertaken for any “road show” made in connection with the offering of securities registered thereby, (e) fees and expenses of any transfer agent and registrar with respect to the delivery of any Registrable Securities and any escrow agent or custodian involved in the offering, (f) fees, disbursements and expenses of counsel of ASTI and independent certified public accountants of ASTI incurred in connection with the registration, qualification and offering of the Registrable Securities (including the expenses of any opinions or “comfort” letters required by or incident to such performance and compliance), (g) fees, expenses and disbursements of counsel and any other persons retained by ASTI, including special experts retained by ASTI in connection with such registration, (h) Securities Act liability insurance, if ASTI desires such insurance and (i) the fees and expenses incurred by ASTI and its advisers in connection with the quotation or listing of Registrable Securities on any securities exchange or automated securities quotation system. Any brokerage commissions attributable to the sale of any of the Registrable Securities, and any commissions, fees, discounts or, except as specified in the immediately preceding sentence, expenses of any underwriter or placement agent incurred in connection with an offering of securities registered in accordance with this Agreement and any fees and expenses of any counsel or other advisors to Selling Shareholder and any other out-of-pocket expenses of Selling Shareholder shall not be “Registration Expenses.”

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“ Registration Statement ” means a Demand Registration Statement or a Piggy-Back Registration Statement, as the case may be.

“ SEC ” means the United States Securities and Exchange Commission, or any successor thereto.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder.

(b) The following terms have the meaning set forth in the Sections set forth below:

(c)  Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(i) The headings in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(ii) Whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(iii) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(iv) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(v) References to a person are also to its successors and permitted assigns; and

(vi) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

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2.  Demand Registration .

(a) At any time after the twelve (12) month anniversary of the date of the Securities Purchase Agreement, after receipt of a written request from Selling Shareholder requesting that ASTI effect a registration (a “ Demand Registration ”) under the Securities Act covering at least 250,000 shares of the Registrable Securities, and which notice shall specify the number of Registrable Securities for which registration is requested and the intended method or methods of distribution thereof, ASTI shall, as soon as practicable, but in any event no later than forty-five (45) days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of such written request, file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement (a “ Demand Registration Statement ”) relating to all of the Registrable Securities that ASTI has been so requested to register for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered.

(b) If the Demand Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises ASTI and Selling Shareholder that, in its opinion, the number of securities requested to be included in the Demand Registration (including securities to be sold by ASTI or any other security holder) exceeds the number which can be sold in such offering within an acceptable price range, then ASTI shall include in such Demand Registration first , the Registrable Securities Selling Shareholder proposes to register, and second , any securities ASTI proposed to register. ASTI shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2(b) .

(c) Selling Shareholder shall be entitled to an aggregate of three (3) registrations of Registrable Securities pursuant to this Section 2 ; provided , that a registration requested pursuant to this Section 2 shall not be deemed to have been effected for purposes of this Section 2(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 5(a) and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC.

(d) Notwithstanding anything to the contrary contained herein, ASTI shall not be required to prepare and file (i) more than one (1) Demand Registration Statement in any twelve-month period, or (ii) any Demand Registration Statement within 120 days following the date of effectiveness of any other Registration Statement.

3.  Piggy-Back Registration .

(a) If ASTI proposes to file on its behalf and/or on behalf of any holder of its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 (or any successor form) for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of ASTI pursuant to any employee benefit plan, respectively) for the registration of ASTI Shares (a “ Piggy-Back Registration ”), it shall give written notice to Selling Shareholder at least thirty (30) days before the initial filing with the SEC of such piggy-back registration statement (a “ Piggy-Back Registration Statement ”), which notice shall set forth the number of ASTI Shares ASTI and other holders, if any, then contemplate including in such registration and the intended method of disposition of such ASTI Shares. The notice shall offer to include in such filing the aggregate number of Registrable Securities as Selling Shareholder may request.

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(b) If Selling Shareholder desires to have Registrable Securities registered under this Section 3 , it shall advise ASTI in writing within ten (10) days after the date of receipt of such offer from ASTI of its desire to have Registrable Securities registered under this Section 3 , and shall set forth the number of Registrable Securities for which registration is requested. ASTI shall thereupon include, or in the case of a proposed underwritten public offering, use its reasonable best efforts to cause the managing underwriter or underwriters to permit such Selling Shareholder to include, in such filing the number of Registrable Securities for which registration is so requested by Selling Shareholder, subject to paragraph (c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act. Any withdrawal of the registration statement by ASTI for any reason shall constitute and effect an automatic withdrawal of any Piggy-Back Registration related thereto.

(c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises ASTI and Selling Shareholder in writing that, in its opinion, the number of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by ASTI or any other security holder would be greater than the total number of securities which can be sold in the offering without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “ Maximum Number of Securities ”), then:

(i) in the event ASTI initiated the Piggy-Back Registration, ASTI shall include in such Piggy-Back Registration first , the securities ASTI proposes to register and second , the securities of all other selling security holders, including Selling Shareholder, to be included in such Piggy-Back Registration in an amount that together with the securities ASTI proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of ASTI held by each such selling security holder); and

(ii) in the event any holder of securities of ASTI initiated the Piggy-Back Registration, ASTI shall include in such Piggy-Back Registration first , the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Selling Shareholder), in an amount that together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of ASTI held by each such selling security holder) and third , any securities ASTI proposes to register, in an amount that together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Securities.

(d) ASTI shall not hereafter enter into any agreement that is inconsistent with the rights of priority provided in
Section 3(c) .

(e) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Selling Shareholder has elected to include securities in such registration. The Registration Expenses of any such withdrawn registration shall be borne by the Company.

4.  Blackout Periods . ASTI shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than ninety (90) days in any twelve-month period (each, a “ Blackout Period ”), in the event that (i) ASTI would, in accordance with the advice of its counsel, be required to disclose in the prospectus material non-public information that ASTI has a bona fide business purpose for preserving as confidential and that is not otherwise then required by law to be publicly disclosed, (ii) ASTI determines that the prospectus requires amendment or supplement due to the happening of any event that comes to the attention of ASTI and as a result of which the

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prospectus would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (iii) in the good faith judgment of ASTI’s board of directors, there is a reasonable likelihood that disclosure of material non-public information, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger, disposition of assets (not in the ordinary course of business), corporate reorganization or other material transaction or negotiations involving ASTI; provided , however , that (A) Selling Shareholder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) ASTI shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of other holders of any securities of ASTI. ASTI shall promptly give Selling Shareholder written notice of such determination containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the material non-public information that was the reason for such Blackout Period) and without any further request from Selling Shareholder, ASTI shall promptly notify Selling Shareholder and shall use its reasonable best efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as practicable thereafter.

5.  Registration Procedures . If ASTI is required by the provisions of Section 2 or 3 to use its reasonable best efforts to effect the registration of any of its securities under the Securities Act, ASTI shall, as soon as practicable, and in the case of a Demand Registration no later than sixty (60) days (excluding any days that fall during a permitted Blackout Period under Section 4 ) after receipt of a written request for a Demand Registration:

(a) prepare and file with the SEC a Registration Statement with respect to such securities and use its reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable and to remain effective for a period of time required for the disposition of such Registrable Securities by Selling Shareholder but not to exceed sixty (60) days excluding any days that fall during a permitted Blackout Period under Section 4 ; provided , however , that before filing such Registration Statement or any amendments or supplements thereto, ASTI shall furnish to counsel selected by Selling Shareholder copies of all documents proposed to be filed, which documents shall be subject to the review of and comment by such counsel;

(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until the earlier of such time as all ASTI Shares held by Selling Shareholder cease to be Registered Securities and the expiration of sixty (60) days (excluding any days that fall during a permitted Blackout Period under Section 4 );

(c) furnish to Selling Shareholder and each underwriter, if any, of the Registrable Securities being sold by Selling Shareholder such number of conformed copies of the applicable Registration Statement and each such