Binding Term Sheet Solar Plant Company (SPC) - CONFIDENTIAL -

The purpose of this SPC is to ensure the realization of a 50 MWp photovoltaic PV project.

The SPC intends to sell the PV project to a 3^rd party upon completion and return the sales proceeds back to original investors. If mutually agreed by the partners these sales proceeds can be used to finance additional projects. If no agreement is reached the funds will be transferred back to the joint venture partners.

The total project cost is estimated to be Euro [*****]. MEMC will provide 50% (€ [*****]) of the required funds and Q-Cells will provide 50% (€ [*****]) of the required funds as equity to a new company, the SPC, and own the respective shares of the new company. The equity contributions will be sufficient to fund the entire project and there will be no additional funding requirements. Common shares issued to each owner will not have voting rights. The equity investors may elect to bring in third party debt financing.

MEMC and Q-Cells will provide the required equity funding in 3 payment batches as outlined in Attachment 1 (Payment Schedule).

Q-Cells has already started the work to secure a purchaser for the SPC.

The SPC will contract Q-Cells International (QCI) to develop, acquire and build the turn-key plant. QCI will act as the EPC Company.

QCI will build a turn key system for the SPC where invoices for actual cost plus normal profit for products and services rendered will be submitted to SPC for payment in accordance with normal business practice.

The target price for the system will reflect [*****]. Both parties have the obligation to absorb the expected losses and the right to receive the expected residual returns of the entity on a pro-rata basis based on equity shares owned.

QCI will be chartered to provide a high quality project execution including secured permits, high quality components and standardized execution.

The investors Q-Cells SE and MEMC will each have two seats on the SPC board. Decisions can only be made in full agreement.

MEMC will have the right to determine the entity classification election for the SPC for US federal income tax purposes and Q-Cells agrees to cooperate to provide any consent required for this election.

Both investors are allowed to sell their stake in the SPC partially or fully at any time 30 days after having informed the other party about the intention to do so. The selling party has the obligation to offer their stake prior to selling it to a 3^rd party to the other investor who has the right of first refusal. There will be a lockup period of 180 days for both investors unless there is full agreement of the board to do otherwise.

Upon formation of the SPC, it will acquire the lease to a property designated for the building of a PV plant with a size of roughly 50 MW. Part of the site already has a building permit (47 MW), a grid connection point is reserved and a high voltage transformer station could be in place by end of October.

QCI will strive for getting at least into a position to start building by end of June.

The project received already all necessary permits to start physically building the project and benefiting from the German Feed in Tariff (EEG).

The economics for the project will look the following way:

The above prices are considered to be within a reasonable range of fair market values at the time of this Term Sheet and expected fair values at the time of delivery.

Provide all necessary documents including site information, project plan, permits, legal documents to MEMC.

Start the project construction, cell and wafer ordering right after signing of the binding Term Sheet.

Produce a full blown project plan for the project including forecasted cash and earnings.

Founding the SPC by end of June latest 15^th of July (including naming of the board members and documentation of project approval criteria).

Transferring 1/3 of the required funds to the SPC immediately upon formation of the SPC.

The existence and terms of this Term Sheet are confidential. Neither Party may communicate the existence and terms of this Term Sheet to third parties except to the Parties’ shareholders, directors, managers, employees and advisors, and to financial institutions for the specific purposes related to transaction financing. No other communication in relation to the transactions contemplated by this Term Sheet shall be made without the prior written consent of the other Party. This obligation shall last for a period of two years after the term of this Term Sheet.

This Term Sheet shall be governed by and interpreted in accordance the laws of Germany. All disputes arising out of or in connection with this Term Sheet shall be submitted to the exclusive jurisdiction of Berlin / Germany.

MEMC: [*****]; Q-Cells: [*****]

MEMC: [*****]; Q-Cells: [*****]

MEMC: [*****]; Q-Cells: [*****]