Principles Governing Professional and Ethical Conduct
It is the policy of Ascent Solar Technologies, Inc. (the “Company”) that the Company’s Chief Executive Officer, Chief Financial Officer and other senior finance and accounting staff with responsibility for maintaining accounting records, preparing financial statements, preparing and filing reports with the Securities Exchange Commission (“SEC”) and making other public communications regarding the Company adhere to, advocate and promote the following principles:

The persons subject to this Code are required to acknowledge and agree to the foregoing and deliver a copy of such acknowledgement to the Company’s Audit Committee. The Corporate Secretary will maintain this acknowledgement with the Company’s corporate records.

Reporting and Treatment of Violations
Persons who become aware of suspected violations of this Code should report such suspected violations promptly to the Audit Committee, who will forward such report to the Company’s Board of Directors. To assist in the response to or investigation of the alleged violation, the report should contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the alleged violation. Without limiting the foregoing, the report should, to the extent possible, contain the following information:

The Audit Committee shall have the power to monitor, investigate, make determinations and recommend action to the Board of Directors with respect to violations of this Code. In determining whether a violation of this Code has occurred, the Audit Committee may take into account:

Consequences of Violations
If a violation is substantiated, the Board of Directors, upon the recommendation of the Audit Committee, may impose such sanctions or take such actions as it deems appropriate, including, but not limited to, the following:

Requests for Waivers and Changes in Code
A waiver of a provision of this Code shall be requested whenever there is reasonable likelihood that a contemplated action will violate the Code. Any waiver (including an implicit waiver) that constitutes a material departure from a provision of this Code shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC. In addition, any amendments to this Code (other than technical, administrative or other non-substantive amendments) shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC.