Stock Purchase Agreement, dated March 25, 2006


    Table
      of Contents

    EXHIBIT
      10.1

    EXECUTION
      VERSION

    


     

     

    STOCK
      PURCHASE AGREEMENT

     

    AMONG

     

    ADVANCED
      ENERGY TECHNOLOGIES, INC.,

     

    (AS
      THE SELLER)

     

    AND

     

    SOLON
      AG für Solartechnik AND I-SOL VENTURES GMBH

     

    (AS
      THE BUYERS)

     

     

    March
      25, 2006

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        Table
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    TABLE
      OF CONTENTS

     

    Page

    
      
        	
                1.

              	
                Definitions
                  and Related Matters

              	
                1

              
	 	
                (a)
                  Defined Terms

              	
                1

              
	 	
                (b)
                  Other Definitional and Interpretive
                  Matters

              	
                1

              
	
                2.

              	
                Purchase
                  and Sale of the Company
                  Shares

              	
                2

              
	 	
                (a)
                  Basic Transaction

              	
                2

              
	 	
                (b)
                  Purchase Price

              	
                3

              
	 	
                (c)
                  The Closing

              	
                3

              
	 	
                (d)
                  Deliveries at the Closing

              	
                3

              
	
                3.

              	
                Representations
                  and Warranties Concerning the
                  Transaction

              	
                3

              
	 	
                (a)
                  Representations and Warranties
                  of the
                  Seller

              	
                3

              
	 	
                (b)
                  Representations and Warranties
                  of the
                  Buyers

              	
                6

              
	
                4.

              	
                Representations
                  and Warranties Concerning
                  the Company and its Subsidiaries

              	
                7

              
	 	
                (a)
                  Organization, Qualification, and Corporate
                  Power

              	
                7

              
	 	
                (b)
                  Capitalization

              	
                7

              
	 	
                (c)
                  Noncontravention

              	
                7

              
	 	
                (d)
                  Brokers’ Fees

              	
                8

              
	 	
                (e)
                  Title to Assets

              	
                8

              
	 	
                (f)
                  Subsidiaries

              	
                8

              
	 	
                (g)
                  Financial Statements

              	
                8

              
	 	
                (h)
                  No Undisclosed Liabilities
                  and No
                  Material Adverse Effect

              	
                9

              
	 	
                (i)
                  Legal Compliance

              	
                9

              
	 	
                (j)
                  Tax Matters

              	
                9

              
	 	
                (k)
                  Real Property

              	
                10

              
	 	
                (l)
                  Intellectual Property

              	
                10

              
	 	
                (m)
                  Tangible Assets

              	
                11

              
	 	
                (n)
                  Contracts

              	
                11

              
	 	
                (o)
                  Insurance

              	
                11

              
	 	
                (p)
                  Litigation and Bankruptcy
                  Proceedings

              	
                11

              
	 	
                (q)
                  Employees and Employment
                  Matters

              	
                12

              
	 	
                (r)
                  Employee Benefits

              	
                12

              
	 	
                (s)
                  Environmental, Health, and Safety
                  Matters

              	
                13

              
	 	
                (t)
                  Warranty, Product Liability, and Product
                  Recalls

              	
                14

              
	 	
                (u)
                  No Guaranties

              	
                14

              
	 	
                (v)
                  Inventory

              	
                14

              
	 	
                (w)
                  Receivables

              	
                15

              
	 	
                (x)
                  Records

              	
                15

              
	 	
                (y)
                  Absence of Changes or
                  Events

              	
                15

              
	 	
                (z)
                  Disclosure

              	
                16

              
	
                5.

              	
                Pre
                  Closing Covenants

              	
                16

              
	 	
                (a)
                  General

              	
                16

              
	 	
                (b)
                  Notices and Consents

              	
                16

              
	 	
                (c)
                  Operation of Business

              	
                16

              
	 	
                (d)
                  Full Access

              	
                17

              


      

      


      
        
          
          

        

        
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        	 	(e)
                Brockton Payable	
                17

              
	
                6.

              	
                Post
                  Closing Covenants

              	
                17

              
	 	
                (a)
                  General

              	
                17

              
	 	
                (b)
                  Litigation Support

              	
                17

              
	 	
                (c)
                  Release of Seller Debt

              	
                17

              
	
                7.

              	
                Conditions
                  to Obligation to
                  Close

              	
                17

              
	 	
                (a)
                  Conditions to Obligation
                  of the
                  Buyers

              	
                17

              
	 	
                (b)
                  Conditions to Obligation
                  of the
                  Seller

              	
                19

              
	
                8.

              	
                Remedies
                  for Breaches of This
                  Agreement

              	
                20

              
	 	
                (a)
                  Survival of Representations and
                  Warranties

              	
                20

              
	 	
                (b)
                  Indemnification Provisions for
                  Benefit of
                  the Buyers

              	
                20

              
	 	
                (c)
                  Indemnification Provisions for
                  Benefit of
                  the Seller

              	
                20

              
	 	
                (d)
                  Matters Involving Third
                  Parties

              	
                20

              
	 	
                (e)
                  Limitation on
                  Indemnification

              	
                21

              
	 	
                (f)
                  Applicability of Section 8

              	
                23

              
	 	
                (g)
                  Tax Treatment of Indemnity
                  Payments

              	
                23

              
	 	
                (h)
                  No Consequential
                  Damages

              	
                23

              
	 	
                (i)
                  Exclusive Remedy

              	
                23

              
	
                9.

              	
                Tax
                  Matters

              	
                23

              
	 	
                (a)
                  Tax-Sharing Agreements

              	
                24

              
	 	
                (b)
                  Responsibility for Filing Tax
                  Returns

              	
                24

              
	 	
                (c)
                  Post-Closing
                  Elections

              	
                24

              
	 	
                (d)
                  Indemnification

              	
                24

              
	 	
                (e)
                  Post-Closing Transactions
                  not in
                  Ordinary Course

              	
                24

              
	
                10.

              	
                Termination

              	
                25

              
	 	
                (a)
                  Ability to Terminate

              	
                25

              
	 	
                (b)
                  Procedure and Effect of
                  Termination

              	
                25

              
	 	
                (c)
                  Remedies upon
                  Termination

              	
                26

              
	 	
                (d)
                  Liquidated Damages

              	
                26

              
	
                11.

              	
                Miscellaneous

              	
                27

              
	 	
                (a)
                  Press Releases and Public
                  Announcements

              	
                27

              
	 	
                (b)
                  No Third-Party Beneficiaries

              	
                27

              
	 	
                (c)
                  Entire Agreement

              	
                27

              
	 	
                (d)
                  Succession and
                  Assignment

              	
                27

              
	 	
                (e)
                  Counterparts; Facsimile
                  Execution

              	
                27

              
	 	
                (f)
                  Headings

              	
                27

              
	 	
                (g)
                  Notices

              	
                27

              
	 	
                (h)
                  Governing Law

              	
                29

              
	 	
                (i)
                  Amendments and Waivers

              	
                29

              
	 	
                (j)
                  Severability

              	
                29

              
	 	
                (k)
                  Expenses

              	
                29

              
	 	
                (l)
                  Specific Performance

              	
                29

              
	 	
                (m)
                  Submission to
                  Jurisdiction

              	
                29

              


      

    

     

    
      
        
        

      

      
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    Appendix
      A - Definitions

    


    Exhibit
      A
      - Funds Flow Memorandum

    


    Exhibit
      B
      - Form of Opinion of General Counsel to AET

    


    Exhibit
      C
      - Form of Opinion of Buyer’s Counsel

    


    Exhibit
      D
      - Form of Lease Agreement

    


    Exhibit
      E
      - Form of Transition Services Agreement

    


    Exhibit
      F
      - Form of Option Agreement

    


    


    Annex
      I    
Exceptions
      to the Seller’s Representations and Warranties Concerning
      the Transaction

    


    Annex
      II    Exceptions
      to the Buyer’s Representations and Warranties Concerning
      the Transaction

    


    Disclosure
      Schedule    Exceptions
      to Representations and Warranties Concerning
      the Company and Its Subsidiaries

     

    
      
        
        

      

      
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    STOCK
      PURCHASE AGREEMENT

     

    STOCK
      PURCHASE AGREEMENT, dated as of March 25, 2006, by and among ADVANCED ENERGY
      TECHNOLOGIES, INC., an Arizona corporation (the “Seller)
      and
SOLON
      AG
      für
      Solartechnik,
      a
      German corporation
      (Aktiengesellschaft)
      (“Solon”)
      and
      I-SOL VENTURES GmbH (Gesellschaft
      mit beschränkter
      Haftung)
      (“I-Sol,” and together with Solon, the “Buyers”
and
      each a “Buyer”).
      The
      Buyer and the Seller are referred to collectively herein as the “Parties”.

     

    BACKGROUND

     

    The
      Seller, together with Rentech, Inc., a Colorado corporation (“Rentech”),
      collectively own all of the issued and outstanding capital stock of GLOBAL
      SOLAR
      ENERGY, INC., an Arizona corporation (the “Company”),
      engaged in the business of manufacturing flexible photovoltaic products using
      a
      thin-film Copper Indium Gallium diSelenide semiconductor on a stainless steel
      or
      other flexible substrate (the “Business”).

     

    The
      Buyers desire to purchase, and the Seller desires to sell, all of the issued
      and
      outstanding capital stock of the Company in return for cash and other
      consideration on the terms set forth herein.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual promises herein
      made,
      and in consideration of the representations, warranties, and covenants herein
      contained, the Parties, intending to be legally bound, hereby agree as
      follows:

     

    1.    Definitions
      and Related Matters

     

    (a)    Defined
Terms. Capitalized
      terms used, but not otherwise defined, herein have the meanings ascribed to
      such
      terms in Appendix
      A
      hereto.

     

    (b)    Other
Definitional
      and Interpretive
      Matters. Unless
      otherwise expressly provided, for purposes of this Agreement, the following
      rules of interpretation apply:

     

    (i)    Calculation
      of Time Period.
      When
      calculating the period of time before which, within which, or following which
      any act is to be done or step taken pursuant to this Agreement, the date that
      is
      the reference date in calculating such period will be excluded. If the last
      day
      of such period is a non-Business Day, the period in question will end on the
      next succeeding Business Day.

     

    (ii)   Dollars.
      Any
      reference in this Agreement to “dollars” or “$” means U.S. dollars.

     

    (iii)    Exhibits
      and Schedules.
      Unless
      otherwise expressly indicated, any reference in this Agreement to an “Exhibit”
or a “Schedule” refers to an Exhibit or Schedule to this Agreement. The
      Exhibits, Schedules Appendices and Annexes to this Agreement are hereby
      incorporated and made a part hereof as if set forth in full herein

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    and
      are
      an integral part of this Agreement. Any capitalized terms used in any Schedule
      or Exhibit but not otherwise defined therein are defined as set forth in this
      Agreement.

     

    (iv)    Gender
      and Number.
      Any
      reference in this Agreement to gender includes all genders, and the meaning
      of
      defined terms applies to both the singular and the plural of those
      terms.

     

    (v)   Headings.
      The
      provision of a Table of Contents, the division of this Agreement into Sections
      and other subdivisions, and the insertion of headings are for convenience of
      reference only and do not affect, and will not be utilized in construing or
      interpreting, this Agreement. All references in this Agreement to any “Section”
are to the corresponding Section of this Agreement unless otherwise
      specified.

     

    (vi)    “Herein”.
      The
      words such as “herein,”
      “hereinafter,”
      “hereof,”
and
      “hereunder”
refer
      to this Agreement (including the Schedules, Exhibits, Appendices and Annexes
      to
      this Agreement) as a whole and not merely to a subdivision in which such words
      appear unless the context otherwise requires.

     

    (vii)   “Including”.
      The
      word “including”
or
      any
      variation thereof means “including,
      without limitation”
and
      does not limit any general statement that it follows to the specific or similar
      items or matters immediately following it.

     

    (viii)   Joint
      Negotiation and Preparation of Agreement.
      The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement and, in the event an ambiguity or question of intent or interpretation
      arises, this Agreement will be construed as jointly drafted by the Parties
      hereto and no presumption or burden of proof favoring or disfavoring any Party
      will exist or arise by virtue of the authorship of any provision of this
      Agreement.

     

    2.    Purchase
and
      Sale of the Company Shares. 

     

    (a)    Basic
Transaction. On
      and
      subject to the terms and conditions of this Agreement, the Buyers shall purchase
      from the Seller, and the Seller shall sell to the Buyers, all of the issued
      and
      outstanding Company Shares for the consideration specified below in this Section
      2. As between the Buyers, I-Sol shall acquire 24,464,857 Company Shares
      constituting 81% of the total Company Shares and shall pay $12,960,000
      constituting 81% of the total Cash Purchase Price and Solon shall acquire
      5,738,670 Company Shares constituting 19% of the total Company Shares and shall
      pay $3,040,000 constituting 19% of the total Cash Purchase Price. To the extent
      any employee or other person owns options or other rights to purchase Company
      Shares, the Seller shall cause such employee or other person to (i) exercise
      the
      option or other rights and participate in the sale of the Company Shares as
      a
      Seller under this Agreement or (ii) release all rights under the option or
      other
      rights to purchase. As a result, at the conclusion of the transaction
      contemplated by this Agreement, only the Buyers and the Seller (to the extent
      of
      the Option Purchase Price) will own Company Shares or options or other rights
      to
      purchase any Company Shares.

     

    
      
        
        

      

      
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    (b)    Purchase
Price.
      The
      Buyers shall pay to the Seller in the aggregate at the Closing (i) Sixteen
      Million Dollars ($16,000,000), by delivery of cash payable by wire transfer
      or
      delivery of other immediately available funds in accordance with the funds
      flow
      memorandum attached hereto as Exhibit A (the “Cash
      Purchase Price”)
      plus
      (ii) options to purchase shares of the Company upon specified liquidity events,
      as set forth in the Option Agreement (the “Option
      Agreement”)
      in the
      form attached hereto as Exhibit
      F
      (the
“Option
      Purchase Price”
and,
      with the Cash Purchase Price, the “Purchase
      Price”).
      

     

    (c)    The
Closing.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      shall
      take place at the offices of Thelen Reid & Priest LLP, in New York, New
      York, commencing at 10:00 a.m. local time on the second Business Day following
      the satisfaction or waiver of all conditions to the obligations of the Parties
      to consummate the transactions contemplated hereby (other than conditions with
      respect to actions the respective Parties will take at the Closing itself)
      or
      such other date as the Buyers and the Seller may mutually determine (the
“Closing
      Date”).
      

     

    (d)    Deliveries
at
      the Closing.
      At
      the
      Closing, (i) the Seller shall deliver to the Buyers the various certificates,
      instruments, and documents referred to in Section 7(a) below, (ii) the Buyers
      shall deliver to the Seller the various certificates, instruments, and documents
      referred to in Section 7(b) below, (iii) the Seller shall deliver to the Buyers
      stock certificates representing all of the Company Shares held by the
      Seller,
      endorsed in blank or accompanied by duly executed assignment documents
      evidencing the transfer of all of the Company Shares to Buyers free and clear
      of
      all Security Interests, and (iv) the Buyers shall deliver to the Seller the
      consideration specified in Section 2(b) above.

     

    3.    Representations
and
      Warranties Concerning the
      Transaction. 

     

    (a)   Representations
and
      Warranties of the
      Seller.
      The
      Seller represents and warrants to the Buyers that the statements contained
      in
      this Section 3(a) are correct and complete as of the date of this Agreement
      and
      will be correct and complete as of the Closing Date (as though made then and
      as
      though the Closing Date were substituted for the date of this Agreement
      throughout this Section 3(a)) with respect to itself, except as set forth in
      Annex I attached hereto. 

     

    (i)    Authorization
      of Transaction.
      The
      Seller has full power and authority to execute and deliver this Agreement and
      to
      perform its respective obligations hereunder. The Seller has taken all actions
      required to authorize the execution and delivery of this Agreement, and its
      consummation, and has duly executed and delivered this Agreement. This Agreement
      constitutes the valid and legally binding obligation of the Seller, enforceable
      in accordance with its terms and conditions, except as such enforceability
      may
      be limited by applicable bankruptcy, insolvency, moratorium, or other similar
      laws affecting or relating to enforcement of creditors’ rights generally or
      general principles of equity. Except as set forth in Annex I attached hereto,
      Seller need not give any notice to, make any filing with, or obtain any
      authorization, consent, or approval of any Governmental Authority in order
      to
      consummate the transactions contemplated by this Agreement. 

     

    
      
        
        

      

      
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    (ii)    Noncontravention.
      Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (A) violate any applicable Law or Order
      of any Governmental Authority or the Constituent Instruments of Seller or (B)
      except as set forth in Annex I attached hereto, conflict with, result in a
      breach of, constitute a default under, result in the acceleration of, create
      in
      any party the right to accelerate, terminate, modify, or cancel, or require
      any
      notice under any of the terms, conditions, or provisions of any note, bond,
      mortgage, indenture, agreement, lease, or other instrument or obligation to
      which Seller or any of its Affiliates is a party or by which Seller or any
      of
      its Affiliates may be bound, except for such defaults (or rights of termination,
      cancellation, or acceleration) as to which requisite waivers or consents have
      been, or will prior to the Closing be, obtained or which if not obtained or
      made
      would not, individually or in the aggregate, prevent or materially delay the
      consummation of the transactions contemplated by this Agreement or (C) require
      any declaration, filing, or registration with, or notice to, or authorization,
      consent, or approval of any Governmental Authority, other than (i) as specified
      in Annex I, (ii) such declarations, filings, registrations, notices,
      authorizations, consents, or approvals which, if not obtained or made, would
      not, individually or in the aggregate, prevent or materially delay the
      consummation of the transactions contemplated by this Agreement, or (iii) any
      requirements which become applicable to the Seller
      as a
      result of the specific regulatory status any Buyer (or any of their respective
      Affiliates) or as a result of any other facts that specifically relate to any
      business or activities in which any Buyer (or any of its respective Affiliates)
      is or proposes to be engaged.

     

    (iii)    Brokers’
      Fees.
      Seller
      does not have any Liability or obligation to pay any fees or commissions to
      any
      broker, finder, or agent with respect to the transactions contemplated by this
      Agreement for which any Buyer could become liable or obligated. 

     

    (iv)    Company
      Shares.
      As of
      the date hereof, the Seller holds of record and owns beneficially the number
      of
      Company Shares set forth next to its name in Section 4(b) of the Disclosure
      Schedule, free and clear of all Security Interests, except as set forth in
      Annex
      I attached hereto. Immediately after the Closing the Buyers will own the Company
      Shares free and clear of all Security Interests (other than Security Interests
      created as a result of action taken by the Buyers). Seller is not a party to
      any
      option, warrant, purchase right, or other contract or commitment that could
      require the Seller to sell, transfer, or otherwise dispose of any of the Company
      Shares (other than this Agreement). Seller is not a party to any voting trust,
      proxy, or other agreement or understanding with respect to the voting of the
      Company Shares. 

     

    (v)    Absence
      of Claims.
      Neither
      Seller nor Rentech, at the time of Closing or completion of the payments
      described in the Funds Flow Memorandum, will not have any claim, demand or
      cause
      of action against the Company, or any of its subsidiaries and each of their
      past
      and current officers, directors, employees, agents or representatives. Seller
      knows of no fact, event or circumstance which could reasonably be expected
      to
      result in any such claim. 

     

    
      
        
        

      

      
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    (vi)   Option
      Purchase Price and Securities Matters.
      The
      Seller acknowledges and agrees that (i) the Seller is familiar with the Business
      of the Company as a result of its ownership of the Company Shares, (ii) the
      Seller has had reasonable time and opportunity to ask questions and receive
      answers from officers of the Company concerning the terms and conditions of
      the
      Option Purchase Price and to obtain any additional information regarding the
      Company that was necessary for Seller to make an informed investment decision
      regarding the Option Purchase Price, (iii) the Seller will acquire the Option
      Purchase Price for investment purposes for the Seller’s own account without any
      view to the distribution thereof except in accordance with the Securities Act
      and the rules and regulations promulgated thereunder and all applicable state
      securities or “blue sky” laws, (iv) such Option Purchase Price must be held
      indefinitely unless subsequently registered under the Securities Act and
      applicable state securities and “blue sky” laws or unless an exemption from such
      registration is available; (v) the issuance of the Option Purchase Price to
      the
      Seller pursuant to this Agreement will not be registered under the Securities
      Act on the grounds that the offering and sale thereof contemplated by this
      Agreement will be exempt from registration pursuant to Regulation D promulgated
      pursuant to the Securities Act, and that Buyers’ reliance upon such exemption is
      predicated in part upon the representations and warranties of the Seller set
      forth herein, (vi) the Seller represents that the Seller has the requisite
      knowledge, experience and sophistication in financial and business matters
      such
      that the Seller is capable of fully and completely evaluating the merits and
      risks inherent in the acquisition of the Option Purchase Price and is able
      to
      bear the economic risk of such investment,
      and
      (vii) the
      Seller is an “accredited investor” as that term is defined in Rule 501(a) of
      Regulation D of the Securities Act, and (viii)
      the
      Seller’s
      domicile is at the address given
      below for notices to Seller.

     

    (vii)   Stop
      Transfer Instructions.
      The
      Seller further acknowledges and agrees that “stop transfer” instructions shall
      be placed against the options and shares comprising the Option Purchase Price
      on
      the transfer books of the Company’s stock transfer agent unless and until such
      time as such shares become eligible for resale following registration of such
      shares in accordance with all applicable law or the availability of an exemption
      from such registration.
      The
      Seller acknowledges and agrees that the certificates evidencing the Option
      Purchase Price shall bear a legend substantially as follows:

     

    THE
      SECURITIES REPRESENTED BY THIS AGREEMENT AND ISSUABLE UPON THE EXERCISE OF
      THE
      OPTION EVIDENCED HEREBY (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE
      STATE SECURITIES LAWS AND THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED
      OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
      FROM REGISTRATION UNDER SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND
      AN
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED AND IN THE

     

    
      
        
        

      

      
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    ABSENCE
      OF REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER ANY APPLICABLE STATE
      SECURITIES LAWS WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY REGARDING
      COMPLIANCE WITH AND THE AVAILABILITY OF ANY SUCH STATE SECURITIES
      LAWS.

     

    (b)    Representations
and
      Warranties of the
      Buyers.
      The
      Buyers, jointly and severally, represent and warrant to the Seller that the
      statements contained in this Section 3(b) are correct and complete as of the
      date of this Agreement and will be correct and complete as of the Closing Date
      (as though made then and as though the Closing Date were substituted for the
      date of this Agreement throughout this Section 3(b)), except as set forth in
      Annex II attached hereto. 

     

    (i)    Organization
      of the Buyers.
      Solon
      is a German Aktiengesellschaft
      duly
      organized, validly existing, and in good standing under the laws of Germany.
      I-SOL
      is
      a German Gesellschaft
      mit beschränkter
      Haftung
      duly
      organized, validly existing, and in good standing under the laws of
      Germany.

     

    (ii)    Authorization
      of Transaction.
      Each
      Buyer has full power and authority (including full corporate power and
      authority) to execute and deliver this Agreement and to perform its obligations
      hereunder. This Agreement constitutes the valid and legally binding obligation
      of each Buyer, enforceable in accordance with its terms and conditions, except
      as such enforceability may be limited by applicable bankruptcy, insolvency,
      moratorium, or other similar laws affecting or relating to enforcement of
      creditors’ rights generally or general principles of equity. No Buyer need give
      any notice to, make any filing with, or obtain any authorization, consent,
      or
      approval of any Governmental Authority in order to consummate the transactions
      contemplated by this Agreement. 

     

    (iii)   Noncontravention.
      Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (A) violate any applicable Law or Order
      of any Governmental Authority or the Constituent Instruments of any Buyer,
      (B)
      conflict with, result in a breach of, constitute a default under, result in
      the
      acceleration of, create in any party the right to accelerate, terminate, modify,
      or cancel, or require any notice under any of the terms, conditions, or
      provisions of any note, bond, mortgage, indenture, agreement, lease, or other
      instrument or obligation to which any Buyer or any of its respective Affiliates
      is a party or by which any Buyer or any of it respective Affiliates may be
      bound, except for such defaults (or rights of termination, cancellation, or
      acceleration) as to which requisite waivers or consents have been, or will
      prior
      to the Closing be, obtained or which if not obtained or made would not,
      individually or in the aggregate, prevent or materially delay the consummation
      of the transactions contemplated by this Agreement or (C) require any
      declaration, filing, or registration with, or notice to, or authorization,
      consent, or approval of any Governmental Authority, other than (i) as specified
      in Annex II, or (ii) such declarations, filings, registrations, notices,
      authorizations, consents, or approvals which, if not obtained or made, would
      not, individually or in the aggregate, prevent or materially delay the
      consummation of the transactions contemplated by this Agreement. 

     

    
      
        
        

      

      
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    (iv)    Brokers’
      Fees.
      No
      Buyer has any Liability or obligation to pay any fees or commissions to any
      broker, finder, or agent with respect to the transactions contemplated by this
      Agreement for which Seller could become liable or obligated. 

     

    4.    Representations
and
      Warranties Concerning the
      Company and its Subsidiaries.
      The
      Seller represents and warrants to the Buyers that the statements contained
      in
      this Section 4 are correct and complete as of the date of this Agreement and
      will be correct and complete as of the Closing Date (as though made then and
      as
      though the Closing Date were substituted for the date of this Agreement
      throughout this Section 4), except as set forth in the disclosure schedule
      attached hereto (the “Disclosure
      Schedule”).
      The
      Disclosure Schedule will be arranged in paragraphs corresponding to the lettered
      and numbered paragraphs contained in this Section 4. 

     

    (a)    Organization,
      Qualification, and Corporate
      Power.
      Each
      of
      the Company and its Subsidiaries is a corporation duly organized, validly
      existing, and in good standing under the jurisdiction of its incorporation.
      Except as set forth in Section 4(a) of the Disclosure Schedule, each of the
      Company and its Subsidiaries is duly authorized to conduct Business and is
      in
      good standing under the laws of each jurisdiction where such qualification
      is
      required. The Company and each of its Subsidiaries has the full corporate power
      and authority necessary to carry on the Businesses in which it is engaged and
      to
      own and use the properties owned and used by it. 

     

    (b)    Capitalization.
      The
      entire authorized capital stock of the Company consists of 40,000,000 Company
      Shares, of which 30,203,527 Company Shares are issued and outstanding. All
      of
      the issued and outstanding Company Shares have been duly authorized, are validly
      issued, fully paid, and nonassessable, and are held of record, as of the date
      hereof, by the Seller and Rentech as set forth in Section 4(b) of the Disclosure
      Schedule. Except as specified in Section 4(b) of the Disclosure Schedule, there
      are no outstanding or authorized options, warrants, preemptive rights, purchase
      rights, subscription rights, conversion rights, exchange rights, or other
      contracts or commitments that could require the Company to issue, sell, or
      otherwise cause to become outstanding any of its capital stock. There are no
      outstanding or authorized stock appreciation, phantom stock, profit
      participation, or similar rights with respect to the Company. Except as
      specified in Section 4(b) of the Disclosure Schedule, there are no voting
      trusts, proxies, or other agreements or understandings with respect to the
      voting of the capital stock of the Company. 

     

    (c)    Noncontravention.
      Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (A) violate any applicable Law or Order
      of any Governmental Authority or the Constituent Instruments of the Company
      or
      any of its Subsidiaries, (B) conflict with, result in a breach of, constitute
      a
      default under, result in the acceleration of, create in any party the right
      to
      accelerate, terminate, modify, or cancel, or require any notice under any of
      the
      terms, conditions, or provisions of any note, bond, mortgage, indenture,
      agreement, lease, or other instrument or obligation to which the Company or
      any
      of its Subsidiaries is a party or by which the Company or any of its
      Subsidiaries may be bound, except for such defaults (or rights of termination,
      cancellation, or acceleration) as to which requisite waivers or consents have
      been, or will prior to the Closing be, obtained or which if not obtained or
      made
      would not, individually or in the aggregate, prevent or materially delay the
      consummation of the transactions contemplated by this Agreement or have a
      Material  

     

    
      
        
        

      

      
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    Adverse
      Effect on the Company, or (C) require any declaration, filing, or registration
      with, or notice to, or authorization, consent, or approval of any Governmental
      Authority, other than (i) as specified in Section 4(c) of the Disclosure
      Schedule, (ii) such declarations, filings, registrations, notices,
      authorizations, consents, or approvals which, if not obtained or made, would
      not, individually or in the aggregate, prevent or materially delay the
      consummation of the transactions contemplated by this Agreement or have a
      Material Adverse Effect on the Company, or (iii) any requirements which become
      applicable to the Company or its Subsidiaries as a result of the specific
      regulatory status of any Buyer (or any of its respective Affiliates) or as
      a
      result of any other facts that specifically relate to any business or activities
      in which any Buyer (or any of its respective Affiliates) is or proposes to
      be
      engaged. In addition, specifically with respect to the Technology Development
      Agreement No. MDA972-95-3-00036 concerning the "Development of Flexible Thin
      Film Copper Indium diSelenide Photovoltaics" between Flexible Thin-Film CIS
      Photovoltaics Vapor Manufacturing Consortium and the Defense Advanced Research
      Projects Agency ("DARPA"), effective May 30, 1995, as amended (the “VPM
      Agreement”), the sale of the Shares by the Seller to the Buyers pursuant to the
      terms of this Agreement will not create any claim against Company arising under
      the VPM Agreement, including but not limited to any claim for a return of funds
      advanced by DARPA to the Company or Consortium. 

     

    (d)    Brokers’
Fees.
      Except
      as
      specified in Section 4(d) of the Disclosure Schedule, none of the Company and
      its Subsidiaries has any Liability or obligation to pay any fees or commissions
      to any broker, finder, or agent with respect to the transactions contemplated
      by
      this Agreement. 

     

    (e)    Title
to
      Assets.
      The
      Company and its Subsidiaries have good title to, or a valid leasehold interest
      in, the properties and assets used by them, located on their respective
      premises, or shown on the Most Recent Balance Sheet or acquired after the date
      thereof, free and clear of all Security Interests, except for those Security
      Interests set forth in Section 4(e) of the Disclosure Schedule.

     

    (f)    
Subsidiaries.
      The
      Company has no Subsidiaries other than GESS, all of the issued and outstanding
      shares of capital stock of which are held beneficially and of record by the
      Company, free and clear of any Security Interest, except as set forth in Section
      4(f) of the Disclosure Schedule. All of the issued and outstanding shares of
      capital stock of GESS have been duly authorized and are validly issued, fully
      paid, and nonassessable. Except for GESS, none of the Company and its
      Subsidiaries controls directly or indirectly or has any direct or indirect
      equity participation in any corporation, partnership, trust, or other business
      association.

     

    (g)    Financial
Statements.
      The
      Seller has delivered to the Buyers the following financial statements
      (collectively the “Financial
      Statements”):
      (i)
      audited consolidated balance sheet and statements of income, changes in
      stockholders’ equity, and cash flow as of and for the fiscal years ended
      December 31, 2004 (the “Most
      Recent Audited Fiscal Year End”)
      for
      the Company, (ii) unaudited consolidated balance sheet and statements of income,
      changes in stockholders’ equity, and cash flow as of and for the fiscal years
      ended December 31, 2005 (the “Most
      Recent Fiscal Year End”);
      and
      (iii) unaudited consolidated balance sheet and statements of income, changes
      in
      stockholders’ equity, and cash flow (the “Most
      Recent Financial Statements”)
      as of
      and for the one month ended January 31, 2006 (the “Most
      Recent Fiscal

     

    
      
        
        

      

      
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    Month
      End”)
      for
      the Company. The Financial Statements were prepared in accordance with GAAP
      and
      present fairly in all material respects the financial condition of the Company
      and its Subsidiaries as of such dates and the results of operations of the
      Company and its Subsidiaries for such periods. 

     

    (h)   No
Undisclosed
      Liabilities and No Material
      Adverse Effect.
      Neither
      the Company nor any of its Subsidiaries had material debts, obligations or
      Liabilities except as disclosed in the Financial Statements. Except as set
      forth
      in Section 4(h) of the Disclosure Schedule, since the Most Recent Fiscal Month
      End, neither the Company nor any Subsidiary has incurred additional material
      debts, obligations or Liabilities. Since the Most Recent Fiscal Month End,
      no
      change or event has occurred which, either individually or in the aggregate
      has
      resulted in a Material Adverse Effect. 

     

    (i)    Legal
Compliance.
      The
      Company and its Subsidiaries are in material compliance with all applicable
      Laws
      and Orders. 

     

    (i)    Each
      of
      the Company and its Subsidiaries have complied in all material respects with
      all
      Laws and Orders applicable to its Business, properties, or operations as
      presently conducted;

     

    (ii)   Each
      of
      the Company and its Subsidiaries have secured and are in compliance with all
      material licenses and permits required for its Business, properties, and
      operations as presently conducted;

     

    (iii)    Neither
      the Company nor any of its Subsidiaries has offered, paid, or agreed to pay
      money or anything of value for the purpose of or with the intent of obtaining
      or
      maintaining Business for the Company or a Subsidiary, or otherwise benefiting
      the Company or a Subsidiary, in violation of any Law (including Section 30A(a)
      of the Securities Exchange Act of 1934, as amended); and 

     

    (iv)   The
      ownership and present use of the Company's and each Subsidiary's properties,
      and
      the conduct of its Business, will not (with or without the giving of notice
      or
      the passage of time or both) conflict with or result in a default under (A)
      the
      Company's certificate of incorporation or bylaws; or (B) any material Contract
      or Law to which the Company or any Subsidiary is a party or by which it is
      affected.

     

    (j)     Tax
Matters.

      

    (i)    The
      Company and its Subsidiaries have paid, or will pay before their due date,
      all
      material Taxes due on or before the Closing and have reserved, or will reserve
      before the Closing, amounts necessary to pay material Taxes due after the
      Closing in respect of periods ending on or before the Closing.

     

    (ii)    The
      Company and its Subsidiaries have timely filed, or will timely file, all tax
      returns required in connection with any material Taxes. All such returns are
      accurate and comply with applicable Law.

     

    
      
        
        

      

      
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    (iii)    The
      Company and its Subsidiaries have made all material deposits required by Law
      and
      (1) have not been delinquent in the payment of any material Tax or (2) have
      paid
      any penalty associated with a delinquency.

     

    (iv)    The
      Company and its Subsidiaries are not currently the subject of any Tax
      audit.

     

    (k)   Real
Property.

     

    (i)     Neither
      the Company nor any of its Subsidiaries owns any real property.

     

    (ii)    Section
      4(k)(ii) of the Disclosure Schedule lists all real property leased or subleased
      to the Company or any of its Subsidiaries. The Seller has delivered to the
      Buyers correct and complete copies of the leases and subleases listed in Section
      4(k)(ii) of the Disclosure Schedule (as amended to date). To the Knowledge
      of
      the Company, each lease and sublease listed in Section (k)(ii) of the Disclosure
      Schedule is legal, valid, binding, enforceable, and in full force and effect,
      except where the illegality, invalidity, nonbinding nature, unenforceability,
      or
      ineffectiveness would not have a Material Adverse Effect.

     

    (iii)   The
      real
      properties are suitable for the purposes used, and are adequate for the current
      operations of the Company and the Subsidiaries. The Company does not Know,
      or
      have reason to Know, of any pending or threatened condemnation affecting the
      properties.

     

    (l)     Intellectual
Property. 

     

    (i)     The
      Company and its Subsidiaries own or have the right to use pursuant to license,
      sublicense, agreement, or permission all Intellectual Property necessary for
      the
      operation of the Business as presently conducted, except where the failure
      to so
      own or have the right to use such Intellectual Property would not have a
      Material Adverse Effect. Except as specified in Section 4(l)(i) of the
      Disclosure Schedule, the Company and its Subsidiaries possess all right, title
      and interest in and to each item of owned Intellectual Property, free and clear
      of any Security Interest or other restriction or claim. 

     

    (ii)     Section
      4(l)(ii) of the Disclosure Schedule identifies each patent or registration
      which
      has been issued to the Company or any Subsidiary with respect to any of its
      Intellectual Property, identifies each pending patent application or application
      for registration which the Company or any Subsidiary has made with respect
      to
      any of its Intellectual Property. Section 4(l)(ii) of the Disclosure Schedule
      also identifies each registered or unregistered trade name, service mark or
      trademark used by the Company or any Subsidiary in connection with the Business.
      

     

    (iii)     Neither
      the Company nor any Subsidiary has interfered with, infringed upon,
      misappropriated, or otherwise come into conflict with any
      Intellectual

     

    
      
        
        

      

      
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    Property
      rights of third parties, and except as specified in Section 4(l)(iii) of the
      Disclosure Schedule, neither the Company nor any Subsidiary have ever received
      any charge, complaint, claim, demand, or notice alleging any such interference,
      infringement, misappropriation, or violation. Except as set forth in Section
      4(l)(iii) of the Disclosure Schedule, no third party has interfered with,
      infringed upon, misappropriated, or otherwise come into conflict with any
      Intellectual Property rights of the Company or any Subsidiary.

     

    (m)   Tangible
Assets.
      The
      Company and its Subsidiaries have good title to, or a valid leasehold interest
      in, the material tangible assets they use regularly in the conduct of their
      Business. The tangible assets of the Company and its Subsidiaries are in good
      operating condition and repair, are suitable for the purposes used, and are
      adequate for the current operations of the Company and the Subsidiaries.
      Together with inventory and supplies, the tangible assets constitute all of
      the
      properties and assets used or held for use in connection with, necessary for
      the
      conduct of, or otherwise material to, the Business. 

     

    (n)   Contracts.
      Except
      for contracts, agreements, leases, commitments, understandings, or instruments
      which (i) are listed in Section 4(n) of the Disclosure Schedule (the
“Material
      Contracts”),
      or
      (ii) have been entered into in the ordinary course of Business and do not
      individually involve annual payment obligations in excess of $25,000, neither
      the Company nor any of its Subsidiaries is a party to any contract, agreement,
      lease, commitment, understanding, or instrument. Except as disclosed in Section
      4(n) of the Disclosure Schedule, each Material Contract constitutes a valid
      and
      binding obligation of the Company and, to the Company’s Knowledge, constitutes a
      valid and binding obligation of the other parties thereto and is in full force
      and effect. Neither the Company nor any of its Subsidiaries is in breach or
      default (nor has any event occurred which, with notice or the passage of time,
      or both, would constitute such a breach or default) under, and has not received
      written notice that it is in breach or default under, any Material Contract,
      except for such breaches or defaults as to which requisite waivers or consents
      have been obtained. Except as set forth in Section 4(n) of the Disclosure
      Schedule, to the Company’s Knowledge, no other party to any Material Contract is
      in breach or default (nor has any event occurred which, with notice or the
      passage of time, or both, would constitute such a breach or default) under
      any
      Material Contract.

     

    (o)   Insurance.
      Except
      as
      set forth in Section 4(o) of the Disclosure Schedule, since the Most Recent
      Fiscal Month End, the Company’s and its Subsidiaries’ material assets have been
      continuously insured with financially sound insurers in such amounts and against
      such risks and losses as are customary in the industry in which the Company
      and
      its Subsidiaries are engaged, and neither the Company nor any of its
      Subsidiaries has received any written notice of cancellation or termination
      with
      respect to any material insurance policy providing coverage in respect of the
      material assets of the Company and its Subsidiaries. All material insurance
      policies of the Company and its Subsidiaries are in full force and effect and
      are listed in Section 4(o) of the Disclosure Schedule.

     

    (p)    Litigation
and
      Bankruptcy Proceedings.

     

    (i)   Except
      as
      set forth in Section 4(p) of the Disclosure Schedule, there are no material
      Claims relating to the Company or its Subsidiaries, which are

     

    
      
        
        

      

      
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     pending
      or, to the Company’s Knowledge, threatened against the Company or any of its
      Subsidiaries. Except as set forth in Section 4(p) of the Disclosure Schedule,
      neither the Company nor any of its Subsidiaries is subject to any outstanding
      Orders. 

     

    (ii)   Neither
      the Company nor any Subsidiary is involved in any Claim by or against it (a)
      under the Bankruptcy Code, (b) under any other insolvency or debtors' relief
      act, or (c) for the appointment of a trustee, receiver, liquidator, assignee,
      sequestrator or other similar official

     

    (q)   Employees
and
      Employment Matters.

     

    (i)    Neither
      the Company nor any of its Subsidiaries is a party to or bound by any collective
      bargaining agreement, nor has any of them experienced any strikes, grievances,
      claims of unfair labor practices, or other collective bargaining disputes.
      The
      Company does not have any Knowledge of any organizational effort presently
      being
      made or threatened by or on behalf of any labor union with respect to employees
      of any of the Company and its Subsidiaries. 

     

    (ii)   The
      Company and its Subsidiaries are in compliance with all Laws applicable to
      their
      respective employees respecting employment and employment practices, terms
      and
      conditions of employment, and wages and hours, except where the failure to
      so
      comply would not have a Material Adverse Effect.

     

    (iii)    Section
      4(q) of the Disclosure Schedule lists (1) all material employment contracts
      and
      employment plans to which the Company or any Subsidiary is a party or by which
      any of them is bound or which relate to the operation of the Business, and
      (2)
      the names and current annual rates of compensation of all personnel (including
      employees and independent contractors) whose 2005 compensation was, or whose
      2006 compensation is expected to be, $100,000 or more.

     

    (r)    Employee
Benefits. 

     

    (i)    Section
      4(r) of the Disclosure Schedule lists each Employee Benefit Plan that any of
      the
      Company and its Subsidiaries maintains or to which any of the Company and its
      Subsidiaries contributes.

     

    (A)    To
      the
      Knowledge of the Company, each such Employee Benefit Plan (and each related
      trust, insurance contract, or fund) has been maintained, funded and administered
      in accordance with the terms of such Employee Benefit Plan and complies in
      form
      and in operation in all respects with the applicable requirements of ERISA
      and
      the Code, except where the failure to comply would not have a Material Adverse
      Effect.

     

    (B)    All
      contributions (including all employer contributions and employee salary
      reduction contributions) which are due have been made to each such Employee
      Benefit Plan which is an Employee Pension Benefit Plan. All

     

    
      
        
        

      

      
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    premiums
      or other payments which are due have been paid with respect to each such
      Employee Benefit Plan which is an Employee Welfare Benefit Plan.

     

    (C)    Each
      such
      Employee Benefit Plan which is intended to meet the requirements of a “qualified
      plan” under Code Section 401(a) has received a determination letter from the
      Internal Revenue Service to the effect that it meets the requirements of Code
      Section 401(a).

     

    (D)    As
      of the
      last day of the most recent prior plan year, the market value of assets under
      each such Employee Benefit Plan which is an Employee Pension Benefit Plan (other
      than any Multiemployer Plan) equaled or exceeded the present value of
      liabilities thereunder (determined in accordance with then current funding
      assumptions).

     

    (s)    Environmental,
      Health, and Safety
      Matters. 

     

    (i)    The
      Company and its Subsidiaries are in compliance with Environmental, Health,
      and
      Safety Requirements, except for such noncompliance as would not have a Material
      Adverse Effect.

     

    (ii)   Except
      as
      set forth in Section 4(s) of the Disclosure Schedule, the Company and its
      Subsidiaries have not received any written notice, report or other information
      regarding any actual or alleged material violation of Environmental, Health,
      and
      Safety Requirements, or any material liabilities or potential material
      liabilities (whether accrued, absolute, contingent, unliquidated or otherwise),
      including any investigatory, remedial or corrective obligations, relating to
      the
      Company or its Subsidiaries or their facilities arising under Environmental,
      Health, and Safety Requirements.

     

    (iii)   The
      Company and its Subsidiaries have secured all material permits required under
      Environmental, Health, and Safety Requirements for the operation of the Business
      (and such Permits are listed in Section 4(s) of the Disclosure Schedule), except
      where the failure to obtain any such permit would not have a Material Adverse
      Effect.

     

    (iv)   The
      Company does not Know, or have reason to Know, of any material pending or
      threatened Claim against Company or a Subsidiary with respect to Environmental,
      Health, and Safety Requirements.

     

    (v)    The
      Company does not Know, or have reason to Know, of any act attributable to the
      Company or any Subsidiary that could give rise to material liability under
      CERCLA or any other Environmental, Health, and Safety Requirements. Neither
      the
      Company nor any Subsidiary has submitted notice pursuant to Section 103 of
      CERCLA with respect to any property owned, leased, or operated by the Company
      or
      any Subsidiary.

     

    
      
        
        

      

      
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    (vi)    To
      their
      Knowledge, neither the Company nor any Subsidiary owns or operates an
      underground storage tank except for tanks in material compliance with
      Environmental, Health, and Safety Requirements. 

     

    (vii)   The
      Company does not Know, or have reason to Know, of any materials that have been
      released, discharged, deposited, emitted, leaked, spilled, poured, emptied,
      injected, dumped or disposed of on, in, or under any property owned, leased,
      or
      operated by the Company or any Subsidiary in a manner that materially violates
      any applicable Environmental, Health, and Safety Requirements.

     

    (t)    Warranty,
      Product Liability, and Product
      Recalls.
      Section
      4(t) of the Disclosure Schedule sets forth the product return policies (the
      “Return
      Policies”)
      of,
      and all Warranties (as hereinafter defined) given or made by, the Company or
      its
      Subsidiaries. “Warranties”
shall
      mean all service, repair, replacement and other obligations based upon or
      arising out of express and implied warranties made or deemed made in connection
      with the sale of goods or the performance of services by the Company or its
      Subsidiaries. The Company and its Subsidiaries have not extended or granted
      any
      return rights or given or made any Warranties with respect to any products
      sold
      or services performed, other than Warranties and per the Return Policies. To
      the
      Company’s Knowledge, except as set forth in Section 4(t) of the Disclosure
      Schedule, none of the customers of the Company or its Subsidiaries has claimed
      that the Company’s products are defective. Except as set forth in Section 4(t)
      of the Disclosure Schedule, the Company does not have any Knowledge of any
      products which have been shipped in a condition that such products might
      reasonably be expected to be returned by the customer, or of any intention
      on
      the part of any customer to return any of the products, except returns by
      customers in the ordinary course of Business and consistent with the Return
      Policies and which, in any event, are not expected to be material in amount.
      The
      Company does not have any Knowledge of any fact or of the occurrence of any
      event forming the basis of any present or future claim against the Company
      or
      any Subsidiary, whether or not fully covered by insurance, for liability on
      account of negligence or product liability or on account of any Warranties
      which
      would have, individually or in the aggregate, a Material Adverse Effect on
      the
      Company or the Business.
      The
      Company has set aside adequate reserves in the Financial Statements for Warranty
      claims and product returns under the Return Policy. The Company, the
      Subsidiaries, and their predecessors have not within the past 5 years: been
      subject to any Claim or Order that required, or sought to require, that they
      recall any products designed, manufactured, assembled, shipped, sold,
      distributed, installed, repaired or maintained by any of them. The Company
      does
      not Know, or have reason to Know, of any voluntary recall undertaken to avoid
      a
      Claim or Order or of any pending or threatened Claim or Order that would require
      such a recall.

     

    (u)    No
Guaranties.
      Neither
      The Company nor any Subsidiary has guaranteed the obligations or liabilities
      of
      any Person, except for obligations of the Company and its
      Subsidiaries.

     

    (v)    Inventory.
      Except
      as
      set forth in Section 4(v) of the Disclosure Schedule, the Company's and each
      Subsidiary's inventory are of a quality usable, and, with respect to finished
      goods, saleable, in the ordinary course of Business, except for obsolete items
      and items of below-standard quality, all of which shall have been written off
      or
      written down to net realizable value prior to the Closing.

     

    
      
        
        

      

      
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    (w)    Receivables.
      All
      receivables reflected in the Financial Statements, and all receivables which
      have arisen since the Most Recent Fiscal Month End, arose from transactions
      in
      the ordinary course of Business. Except as set forth in Section 4(w) of the
      Disclosure Schedule, the Company and its Subsidiaries expect such receivables
      to
      be (or to have been) fully collected when due, except to the extent of the
      normal allowance for doubtful accounts as reflected on the Financial
      Statements.

     

    (x)    Records.
      The
      books
      of account, minute books, stock certificate books, and stock transfer ledgers
      ("Books") of the Company and each Subsidiary are complete and correct in all
      material respects. The Company Knows of no material transactions involving
      the
      Business of the Company, or its Subsidiaries, which properly should have been,
      but are not, set forth in the Books.

     

    (y)    Absence
of
      Changes or Events.
      Since
      the
      Most Recent Fiscal Month End, the Company and its Subsidiaries have conducted
      Business only in the ordinary course. Since the Most Recent Fiscal Month End,
      neither the Company nor any Subsidiary has taken, or entered into any agreement
      or made any commitment to take, any of the following actions:

     

    (i)    Incurred
      any obligation or Liability, except Liabilities (1) for trade or business
      obligations incurred in the ordinary course of Business or (2) which do not
      have
      a Material Adverse Effect.

     

    (ii)    Paid
      any
      obligation or Liability other than current Liabilities (1) shown on the
      Financial Statements or (2) incurred since the Most Recent Fiscal Month End
      in
      the ordinary course of Business.

     

    (iii)   Declared
      or paid dividends or other distributions to its shareholders or purchased,
      retired or redeemed, or obligated itself to purchase, retire or redeem, any
      of
      its capital stock, except in connection with the transactions contemplated
      hereby.

     

    (iv)   Issued
      or
      sold any shares of, or options or other rights to purchase, its capital stock
      or
      other securities other than option exercises or other share issuances in
      furtherance of Section 2(a) hereof.

     

    (v)    Acquired
      any capital stock of, interest in, or other securities of any Person, or
      otherwise made any loan or advance to or investment in any Person.

     

    (vi)   Subjected
      any assets to any Security Interest.

     

    (vii)   Sold
      or
      otherwise disposed of any assets, except in the ordinary course of
      Business.

     

    (viii)   Cancelled,
      compromised, waived, or released any material debt, claim, or right, except
      in
      the ordinary course of Business.

     

    (ix)    Received
      or given notice of termination of any Contract whose termination has had, or
      may
      have, a Material Adverse Effect.

     

    
      
        
        

      

      
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    (x)    To
      its
      Knowledge, experienced any labor union organizing activity, had any actual
      or
      threatened employee strikes, work stoppages, slow-downs, or lock-outs, or had
      any material change in the terms of agreements with its employees, agents,
      customers or suppliers.

     

    (xi)   Except
      as
      set forth in Section 4(y)(xi) of the Disclosure Schedule, made or agreed to
      make
      any change in the compensation payable to any director, officer, or employee,
      except for normal periodic bonus accruals and normal periodic increases in
      regular compensation.

     

    (xii)    Except
      as
      set forth in Section 4(y)(xii) of the Disclosure Schedule, acquired any capital
      assets which cost in excess of an aggregate of $50,000.

     

    (xiii)    Instituted,
      settled or agreed to settle any material Proceeding.

     

    (xiv)    Suffered
      any change, event, condition, damage, destruction, or loss having a Material
      Adverse Effect.

     

    (z)    Disclosure.
      No
      representation or warranty relating to the Company in this Agreement and no
      certificate or other instrument furnished by or on behalf of Seller or the
      Company to Buyers (i) contains or will contain any untrue statement of a
      material fact; or (ii) omits or will omit to state any material fact required
      to
      make the statements made in this Agreement and such certificates, taken as
      a
      whole, not misleading. 

     

    5.    Pre
Closing
      Covenants.
      The
      Parties agree as follows with respect to the period between the execution of
      this Agreement and the Closing. 

     

    (a)    General.
      Each
      of
      the Parties will use commercially reasonable efforts to take reasonable action
      and to do those things that are necessary, proper, or advisable in order to
      consummate and make effective the transactions contemplated by this Agreement
      (including satisfaction, but not waiver, of the closing conditions set forth
      in
      Section 7 below). 

     

    (b)    Notices
and
      Consents.
      The
      Seller will cause each of the Company and its Subsidiaries to give any notices
      to third parties, and will cause each of the Company and its Subsidiaries to
      use
      commercially reasonable efforts to obtain any third party consents, that the
      Buyers may reasonably request in connection with the matters referred to in
      Section 4(c) above. Each of the Parties will (and the Seller will cause each
      of
      the Company and its Subsidiaries to) give any notices to, make any filings
      with,
      and use commercially reasonable efforts to obtain any authorizations, consents,
      and approvals of Governmental Authorities in connection with the matters
      referred to in Sections 3(a)(ii), 3(b)(iii) and 4(c) above.

     

    (c)    Operation
of
      Business.
      The
      Seller will not cause or permit any of the Company and its Subsidiaries to
      engage in any practice, take any action, or enter into any transaction outside
      the ordinary course of Business and the Seller will continue to fund the
      reasonable working capital needs of the Company and its Subsidiaries consistent
      with past practices through the Closing Date. 

     

    
      
        
        

      

      
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    (d)    Full
Access.
      The
      Seller will permit, and the Seller will cause each of the Company and its
      Subsidiaries to permit, representatives of the Buyers to have reasonable access
      at all reasonable times, to all premises, properties, accountants, suppliers,
      and other third parties whose consent is required in order to consummate the
      transactions contemplated hereby, Books, records (including Tax records),
      contracts, and documents of or pertaining to each of the Company and its
      Subsidiaries. 

     

    (e)    Brockton
Payable.
      The
      Buyers shall lend to the Company, on an interest-free basis, up to $1,000,000.00
      (the “Brockton Loan”), which shall be used solely to fund the payment
      obligations of the Company to suppliers who are providing goods or services
      under that City of Brockton Solar Brightfield contract. Buyers will advance
      amounts under the Brockton Loan within 10 days after request from the Company
      indicating that the payment obligations are due. If this Agreement is terminated
      and the transaction is not consummated, then Seller shall cause the Company
      promptly (and in any event within 10 days after termination) to repay the
      Brockton Loan and will advance to Company any amounts necessary to do so. Upon
      Closing, Buyers will release Seller from any obligation relating to the Brockton
      Loan.

     

    6.    Post
Closing
      Covenants.
      The
      Parties agree as follows with respect to the period following the Closing.
      

     

    (a)    General.
      In
      case
      at any time after the Closing any further action is necessary or desirable
      to
      carry out the purposes of this Agreement, each of the Parties will take such
      further commercially reasonable action (including the execution and delivery
      of
      such further instruments and documents) as any other Party may reasonably
      request, all at the sole cost and expense of the requesting Party. 

     

    (b)    Litigation
Support.
      In
      the
      event and for so long as any Party actively is contesting or defending against
      any Claim in connection with (i) any transaction contemplated under this
      Agreement or (ii) any fact, situation, circumstance, status, condition,
      activity, practice, plan, occurrence, event, incident, action, failure to act,
      or transaction on or prior to the Closing Date involving any of the Company
      and
      its Subsidiaries, each of the other Parties will cooperate with it and its
      counsel in the contest or defense, make available their personnel, and provide
      such testimony and access to their books and records as shall be reasonably
      necessary in connection with the contest or defense, all at the sole cost and
      expense of the contesting or defending Party.

     

    (c)    Release
of
      Seller Debt.  To
      the
      extent the Company owes any debt or obligation to Seller at or prior to the
      Closing and such debt or obligation is not satisfied by the payments described
      in the Funds Flow Memorandum, the Seller shall (i) release the Company from
      all
      Liability relating to such debt or obligation and (ii) reimburse the Company
      for
      any Tax payable by the Company arising from the release of such debt or
      obligation.

     

    7.    Conditions
to
      Obligation to
      Close. 

     

    (a)    Conditions
to
      Obligation of the
      Buyers.
      The
      obligation of the Buyers to consummate the transactions to be performed by
      them
      in connection with the Closing is subject to satisfaction of the following
      conditions:

     

    
      
        
        

      

      
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    (i)    the
      representations and warranties set forth in Section 3(a) and Section 4 above
      shall be true and correct in all material respects at and as of the Closing
      Date;

     

    (ii)    the
      Seller shall have performed and complied with all of their covenants hereunder
      in all material respects through the Closing;

     

    (iii)   there
      shall not be any Order in effect preventing consummation of any of the
      transactions contemplated by this Agreement;

     

    (iv)   the
      Seller shall have delivered to the Buyers a certificate to the effect that
      each
      of the conditions specified above in Section 7(a)(i) through (iii) is satisfied
      in all respects;

     

    (v)    the
      Company, and its Subsidiaries shall have received all authorizations, consents,
      and approvals of the Governmental Authorities referred to in Section 3(a)(ii),
      Section 3(b)(iii), and Section 4(c) above; and

     

    (vi)   the
      Buyers shall have received from the counsel to AET an opinion, substantially
      in
      form and substance as set forth in Exhibit B attached hereto, addressed to
      the
      Buyers, and dated as of the Closing Date;

     

    (vii)    The
      Company and Millennium Energy Holdings, Inc. shall have entered into a lease
      agreement in substantially the form of Exhibit D attached hereto;

     

    (viii)    AET
      and
      the Company shall have entered into a transition services agreement in
      substantially the form of Exhibit E attached hereto;

     

    (ix)    The
      Seller shall have paid or otherwise satisfied (A) accrued property taxes at
      5575
      S. Houghton Road, Tucson, Arizona 85747 through March 31, 2006, and (B) amounts
      payable by the Company to Michael Gering as a 2005 performance bonus (it being
      understood that all other accrued liabilities of the Company as of the Closing
      Date shall remain liabilities of the Company and the Seller shall not be
      responsible therefor);

     

    (x)    The
      Company shall have cash in the amount of at least $200,000;

     

    (xi)    The
      Company shall have obtained suitable replacement insurance policies that replace
      those insurance policies of the Company that will be terminated as of the
      Closing; 

     

    (xii)   The
      Company shall have provided any notice to DARPA or taken any other action
      required for the consummation of the transactions contemplated hereby, in
      accordance with any applicable provisions under the VPM Agreement;
      and

     

    (xiii)    The
      Seller shall have acquired from Rentech all of the Company Shares indicated
      in
      Section 4(b) of the Disclosure Schedule as being owned of record by Rentech
      as
      of the date hereof.

     

    
      
        
        

      

      
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    The
      Buyers may waive any condition specified in this Section 7(a) if they execute
      a
      written instrument so stating at or prior to the Closing. 

     

    (b)    Conditions
to
      Obligation of the
      Seller.
      The
      obligation of the Seller to consummate the transactions to be performed by
      them
      in connection with the Closing is subject to satisfaction of the following
      conditions:

     

    (i)    the
      representations and warranties set forth in Section 3(b) above shall be true
      and
      correct in all material respects at and as of the Closing Date;

     

    (ii)    the
      Buyers shall have performed and complied with all of their covenants hereunder
      in all material respects through the Closing;

     

    (iii)    there
      shall not be any Order in effect preventing consummation of any of the
      transactions contemplated by this Agreement;

     

    (iv)    the
      Buyers shall have delivered to the Seller a certificate to the effect that
      each
      of the conditions specified above in Section 7(b)(i) through (iii) is satisfied
      in all respects;

     

    (v)    the
      Company and its Subsidiaries shall have received all authorizations, consents,
      and approvals of the Governmental Authorities referred to in Section 3(a)(ii),
      Section 3(b)(iii), and Section 4(c) above;

     

    (vi)   the
      Seller shall have received from counsel to the Buyers an opinion substantially
      in form and substance as set forth in Exhibit C attached hereto, addressed
      to
      the Seller, and dated as of the Closing Date;

     

    (vii)    The
      Company shall have obtained suitable replacement insurance policies that replace
      those insurance policies of the Company that will be terminated as of the
      Closing;

     

    (viii)    The
      Company and Millennium Energy Holdings, Inc. shall have entered into an a lease
      agreement in substantially the form of Exhibit D attached hereto;

     

    (ix)    All
      inter-company receivables shall have been released and otherwise written off
      by
      the Company; and 

     

    (x)    The
      Seller
      shall have acquired from Rentech all of the Company Shares indicated in Section
      4(b) of the Disclosure Schedule as being owned of record by Rentech as of the
      date hereof.

     

    The
      Seller may waive any condition specified in this Section 7(b) if they execute
      a
      written instrument so stating at or prior to the Closing. 

     

    
      
        
        

      

      
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    8.    Remedies
for
      Breaches of This Agreement. 

     

    (a)    Survival
of
      Representations and Warranties. 

     

    All
      of
      the representations and warranties of the Seller contained in Section 4 (other
      than the representations and warranties contained in Section 4(b), the last
      sentence of Section 4(c) relating to the VPM Agreement, 4(g), 4(j), 4(r) and
      4(s)) above shall survive the Closing hereunder and continue in full force
      and
      effect for a period of one year thereafter. The representations and warranties
      of the Parties contained in Sections 3(a), 3(b), 4(b), the last sentence of
      Section 4(c) relating to the VPM Agreement, 4(j), 4(r) and 4(s) shall survive
      the Closing and continue in full force and effect forever thereafter (subject
      to
      any applicable statutes of limitations) and the representations and warranties
      of the Parties contained in Section 4(g) shall survive the Closing and continue
      in full force and effect for a period of eighteen months thereafter.


     

    (b)    Indemnification
Provisions
      for Benefit of the
      Buyers. Subject
      to Section 8(a) and Section 8(e) hereof, from and after the Closing, the Seller
      shall indemnify, defend, and hold harmless the Buyers from and against any
      and
      all Adverse Consequences, asserted against or suffered by the Buyers relating
      to, resulting from, or arising out of (i) any breach by the Seller of any
      covenant or agreement of the Seller contained in this Agreement, or (ii) any
      breach by the Seller of the representations and warranties of the Seller
      contained in this Agreement. 

     

    (c)    Indemnification
Provisions
      for Benefit of the
      Seller.
      Subject
      to Section 8(a) and Section 8(e), from and after the Closing, the Buyers will,
      jointly and severally, indemnify, defend, and hold harmless the Seller from
      and
      against any and all Adverse Consequences asserted against or suffered by Seller
      relating to, resulting from, or arising out of (i) any breach by any of the
      Buyers of any covenant or agreement of the Buyers contained in this Agreement,
      (ii) any breach by any of the Buyers of the representations and warranties
      of
      the Buyers contained in this Agreement, (iii) any amounts due by the Seller
      or
      any of its Affiliates under any of the bonds listed in Section 8(c) of the
      Disclosure Schedule, or (iv) any and all Liabilities and obligations associated
      with the ownership and operation of the Business from and after the
      Closing.

     

    (d)    Matters
Involving
      Third Parties. 

     

    (i)    If
      any
      third party shall notify any Party (the “Indemnified
      Party”)
      with
      respect to any matter (a “Third
      Party Claim”)
      which
      may give rise to a claim for indemnification against any other Party (the
“Indemnifying
      Party”)
      under
      this Section 8, then the Indemnified Party shall promptly notify each
      Indemnifying Party thereof in writing; provided,
      however,
      that no
      delay on the part of the Indemnified Party in notifying any Indemnifying Party
      shall relieve the Indemnifying Party from any obligation hereunder unless (and
      then solely to the extent) the Indemnifying Party thereby is prejudiced.


     

    (ii)    Any
      Indemnifying Party will have the right to defend the Indemnified Party against
      the Third Party Claim with counsel of its choice reasonably satisfactory to
      the
      Indemnified Party so long as (A) the Indemnifying Party notifies the


     

    
      
        
        

      

      
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    Indemnified
      Party in writing within 10 days after the Indemnified Party has given notice
      of
      the Third Party Claim that the Indemnifying Party will indemnify the Indemnified
      Party from and against the entirety of any Adverse Consequences the Indemnified
      Party may suffer resulting from, arising out of, relating to, in the nature
      of,
      or caused by the Third Party Claim, (B) the Indemnifying Party provides the
      Indemnified Party with evidence reasonably acceptable to the Indemnified Party
      that the Indemnifying Party will have the financial resources to defend against
      the Third Party Claim and fulfill its indemnification obligations hereunder,
      (C)
      the Third Party Claim involves only money damages and does not seek an
      injunction or other equitable relief, (D) settlement of, or an adverse judgment
      with respect to, the Third Party Claim is not, in the good faith judgment of
      the
      Indemnified Party, likely to establish a precedential custom or practice adverse
      to the continuing business interests of the Indemnified Party, and (E) the
      Indemnifying Party conducts the defense of the Third Party Claim actively and
      diligently. 

     

    (iii)    So
      long
      as the Indemnifying Party is conducting the defense of the Third Party Claim
      in
      accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain
      separate co counsel at its sole cost and expense and participate in the defense
      of the Third Party Claim, (B) the Indemnified Party will not consent to the
      entry of any judgment or enter into any settlement with respect to the Third
      Party Claim without the prior written consent of the Indemnifying Party (not
      to
      be withheld unreasonably), and (C) the Indemnifying Party will not consent
      to
      the entry of any judgment or enter into any settlement with respect to the
      Third
      Party Claim without the prior written consent of the Indemnified Party (not
      to
      be withheld unreasonably). 

     

    (iv)    In
      the
      event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied,
      however, (A) the Indemnified Party may defend against, and consent to the entry
      of any judgment or enter into any settlement with respect to, the Third Party
      Claim in any manner it reasonably may deem appropriate (and the Indemnified
      Party need not consult with, or obtain any consent from, any Indemnifying Party
      in connection therewith), (B) the Indemnifying Parties will reimburse the
      Indemnified Party promptly and periodically for the costs of defending against
      the Third Party Claim (including attorneys’ fees and expenses), and (C) the
      Indemnifying Parties will remain responsible for any Adverse Consequences the
      Indemnified Party may suffer resulting from, arising out of, relating to, in
      the
      nature of, or caused by the Third Party Claim to the fullest extent provided
      in
      this Section 8. 

     

    (e)    Limitation
on
      Indemnification. 

     

    (i)     A
      Party
      may assert a claim for indemnification under Section 8(b) or 8(c), as the case
      may be, only to the extent the Indemnified Party gives notice of such claim
      to
      the Indemnifying Party prior to the expiration of the applicable time period
      set
      forth in Section 8(a). Any claim for indemnification not made in accordance
      with
      Section 8(d) by a Party on or prior to the applicable date set forth in Section
      8(a), and the other Party’s indemnification obligations with respect thereto,
      will be irrevocably and unconditionally released and waived. 

     

    
      
        
        

      

      
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    (ii)     Notwithstanding
      any other provision of this Section 8: (i) Seller will not have any
      indemnification obligations for Adverse Consequences under Section 8(b) (i)
      unless and until Adverse Consequences exceed One Hundred Seventy Five Thousand
      Dollars ($175,000), and then only to the extent of such excess; and (ii) in
      no
      event will the aggregate indemnification to be paid by the Seller under Section
      8(b) exceed Four Million Dollars ($4,000,000). Notwithstanding the foregoing,
      (x) the limitations set forth in Sections 8(e) will not apply to claims asserted
      by the Buyers for breaches of Section 3(a), 4(b), or the last sentence of
      Section 4(c) relating to the VPM Agreement, and (y) the aggregate
      indemnification to be paid by the Seller under Section 8(b) with respect to
      breaches of Sections 3(a), 4(b), or the last sentence of Section 4(c) relating
      to the VPM Agreement will not exceed the Purchase Price.

     

    (iii)     Notwithstanding
      any other provision of this Section 8, the aggregate indemnification to be
      paid
      by the Buyers under Section 8(e) with respect to breaches of Section 3(b) will
      not exceed the Purchase Price.

     

    (iv)     No
      representation or warranty of either Party contained herein will be deemed
      untrue or incorrect, and such Party will not be deemed to have breached a
      representation, warranty, or covenant as a consequence of the existence of
      any
      fact, circumstance, action, or event that is permitted to be taken by such
      Party
      under the terms of this Agreement, or that is disclosed in this Agreement,
      any
      Schedule, or Exhibit hereto, or any certificate or other instrument delivered
      in
      accordance with the terms hereof.

     

    (v)     Notwithstanding
      anything contained in this Agreement to the contrary, except for the
      representations and warranties contained in this Agreement, neither Seller
      nor
      any other Person is making any other express or implied representation or
      warranty with respect to the Seller, the Company and its Subsidiaries, the
      Business, or the transactions contemplated by this Agreement, and the Seller
      disclaims any other representations or warranties, oral or written, whether
      made
      by the Seller or its Affiliates, officers, directors, employees, agents, or
      representatives, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY
      IMPLIED WARRANTY OF FITNESS. Any claims any Buyer may have for breach of
      representation or warranty must be based solely on the representations and
      warranties of the Seller set forth in this Agreement. In furtherance of the
      foregoing, except for the representations and warranties contained in this
      Agreement, each Buyer acknowledges and agrees that none of the Seller, any
      of
      its Affiliates or any other Person will have or be subject to any liability
      to
      the Buyers or any other Person for, and the Seller hereby disclaims all
      liability and responsibility for, any representation, warranty, projection,
      forecast, statement, or information made, communicated, or furnished (orally
      or
      in writing) to the Buyers or any of the Buyers’ representatives, including any
      confidential memoranda distributed on behalf of the Seller relating to the
      Company and its Subsidiaries, the Business, or the transactions contemplated
      hereby or other publications or data room information provided to the Buyers
      or
      the Buyers’ representatives, or any other document or information in any form
      provided to the Buyers or the Buyers’ representatives in connection with the
      sale of the Company 

     

    
      
        
        

      

      
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    Shares
      and the transactions contemplated hereby (including any opinion, information,
      projection, or advice that may have been or may be provided to the Buyers or
      the
      Buyers’ representatives by any of the Seller’s representatives). EACH BUYER
      HEREBY ACKNOWLEDGES THAT, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN
      SECTION 3(a) AND SECTION 4, THE COMPANY SHARES ARE BEING PURCHASED ON AN “AS IS,
      WHERE IS” BASIS, WITH ALL FAULTS. 

     

    (f)    Applicability
of
      Section 8.
      For
      the
      avoidance of doubt, the Seller and the Buyers agree that the remedies and
      obligations under this Section 8 apply only following the Closing, and that
      prior to the Closing or in the event that this Agreement is terminated the
      Parties’ remedies will be determined by applicable Law and the provisions of
      Section 10.

     

    (g)    Tax
Treatment
      of Indemnity Payments.
      The
      Seller and the Buyers agree to treat any indemnity payment made pursuant to
      this
      Section 8 as an adjustment to the Purchase Price for federal, state, and local
      income Tax purposes.

     

    (h)    No
Consequential
      Damages.
      Notwithstanding
      anything to the contrary elsewhere in this Agreement or provided for under
      any
      applicable Law, no Party will, in any event, be liable to the other Party,
      either in contract or in tort, for any consequential, incidental, indirect,
      special, or punitive damages of the other Party, including loss of future
      revenue, income, or profits, diminution of value, or loss of business reputation
      or opportunity, relating to the breach or alleged breach hereof or otherwise,
      whether or not the possibility of such damages has been disclosed to the other
      Party in advance or could have been reasonably foreseen by such other Party.
      The
      exclusion of consequential, incidental, indirect, special, and punitive damages
      as set forth in the preceding sentence does not apply to any such damages sought
      by third parties against the Buyers or the Seller, as the case may be, in
      connection with Losses that may be indemnified pursuant to this Section
      8.

     

    (i)    Exclusive
Remedy.
      The
      Seller and the Buyers acknowledge and agree that, from and after the Closing,
      the sole and exclusive remedy for any breach or inaccuracy, or alleged breach
      or
      inaccuracy, of any representation or warranty in this Agreement or any covenant
      or agreement to be performed hereunder on or prior to the Closing Date, will
      be
      indemnification in accordance with this Section 8 and the remedies provided
      for
      in Section 10(c). In furtherance of the foregoing, the Seller and the Buyers
      hereby waive, to the fullest extent permitted by applicable Law, any and all
      other rights, claims, and causes of action (including rights of contributions,
      if any) that may be based upon, arise out of, or relate to this Agreement,
      or
      the negotiation, execution, or performance of this Agreement (including any
      tort
      or breach of contract claim or cause of action based upon, arising out of,
      or
      related to any representation or warranty made in or in connection with this
      Agreement or as an inducement to enter into this Agreement), known or unknown,
      foreseen or unforeseen, which exist or may arise in the future, that it may
      have
      against the other arising under or based upon any Law (including any such Law
      under or relating to environmental matters), common law, or
      otherwise.

     

    9.    Tax
Matters.

     

    
      
        
        

      

      
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    (a)    Tax-Sharing
      Agreements. Any
      tax-sharing agreement between the Seller and any of the Company and its
      Subsidiaries is terminated as of the Closing Date and shall have no further
      effect for any taxable year (whether the current year, a future year, or a
      past
      year).

     

    (b)    Responsibility
for
      Filing Tax
      Returns.
      The
      Seller shall include the income of the Company and its Subsidiaries (including
      any deferred items triggered into income by Regulations §1.1502-13 and any
      excess loss account taken into income under Regulations §1.1502-19) on Seller’s
      consolidated federal Income Tax Return for all periods ending on or before
      the
      Closing Date (including any short periods ending on the Closing Date) and pay
      any Taxes attributable to such income. For all taxable periods ending on or
      before the Closing Date (including any short periods ending on the Closing
      Date), Seller shall cause the Company and its Subsidiaries to join in Seller’s
      combined or consolidated Tax Returns and to file separate company Tax Returns
      in
      any jurisdictions requiring separate reporting. All such Tax Returns shall
      be
      prepared and filed in a manner consistent with prior practice, except as
      required by a change in applicable law. The Buyers shall cause the Company
      and
      its Subsidiaries to furnish information to the Seller as reasonably requested
      by
      the Seller in accordance with past custom and practice. The Company and its
      Subsidiaries and the Buyers shall cooperate with Seller as to any elections
      to
      be made on any Tax Returns of the Company and its Subsidiaries for periods
      ending on or before the Closing Date. The Buyers shall cause the Company and
      its
      Subsidiaries to file Tax Returns or shall include the Company and its
      Subsidiaries in its combined or consolidated Tax Returns, for all periods other
      than periods ending on or before the Closing Date.

     

    (c)    Post-Closing
      Elections.
      At
      the
      Seller’s request, the Buyers shall cause any of the Company and its Subsidiaries
      to make and/or join with the Seller in making any election if the making of
      such
      election does not have a Material Adverse Effect on the Buyers (or any of the
      Company and its Subsidiaries) for any period other than periods ending on or
      before the Closing Date.

     

    (d)    Indemnification.
      The
      Buyers agree to, jointly and severally, indemnify the Seller for any additional
      tax owed by the Seller (including tax owed by the Seller due to this
      indemnification payment) resulting from any transaction engaged in by the
      Company or its Subsidiaries not in the ordinary course of Business occurring
      on
      the Closing Date and after the Closing. The Buyers also agree to, jointly and
      severally, indemnify the Seller for any transfer, documentary, sales, use,
      stamp, registration or other such Taxes, or any conveyance fees, recording
      charges and other fees and charges (including any penalties and interest)
      incurred by the Seller in connection with the consummation of the transactions
      contemplated by this Agreement. Notwithstanding the forgoing, this
      indemnification obligation shall not apply to any tax owed by Seller as a result
      of the exercise of its option pursuant to the Option Agreement.

     

    (e)    Post-Closing
      Transactions not in Ordinary
      Course.
      Buyer
      agrees to report any transactions not in the ordinary course of Business
      occurring on the Closing Date and after the Closing on Buyer's federal Income
      Tax Return to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B).

     

    
      
        
        

      

      
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    10.    Termination. 

     

    (a)    Ability
to
      Terminate.

     

    (i)    This
      Agreement may be terminated at any time prior to the Closing Date by mutual
      written consent of the Seller and the Buyers. 

     

    (ii)    This
      Agreement may be terminated by the Seller or the Buyers if the Closing has
      not
      occurred on or before four months following the date of this Agreement (the
      “Termination Date”); provided that the right to terminate this Agreement under
      this Section 10(a)(ii) will not be available to a Party whose failure to fulfill
      any obligation under this Agreement has been the cause of, or resulted in,
      the
      failure of the Closing to occur on or before the Termination Date.

     

    (iii)    This
      Agreement may be terminated by either the Seller or the Buyers if one or more
      courts of competent jurisdiction in the United States, any foreign court with
      jurisdiction over a party, or any State has issued an Order permanently
      restraining, enjoining, or otherwise prohibiting the Closing, and such Order
      has
      become final and nonappealable. 

     

    (iv)    This
      Agreement may be terminated by the Buyers if there has been a breach by the
      Seller of any representation, warranty, or covenant made by it in this Agreement
      which has prevented the satisfaction of any condition to the obligations of
      the
      Buyers to effect the Closing and such breach has not been cured by the Seller
      or
      waived by the Buyers within 20 Business Days after all other conditions to
      Closing have been satisfied or are capable of being satisfied. 

     

    (v)    This
      Agreement may be terminated by the Seller if there has been a breach by the
      Buyers of any representation, warranty, or covenant made by it in this Agreement
      which has prevented the satisfaction of any condition to the obligations of
      the
      Seller to effect the Closing and such breach has not been cured by the Buyers
      or
      waived by the Seller within 20 Business Days after all other conditions to
      Closing have been satisfied or are capable of being satisfied.

     

    (b)    Procedure
and
      Effect of Termination.
      In
      the
      event of termination of this Agreement by either or both of the Parties pursuant
      to this Section 10, written notice thereof will forthwith be given by the
      terminating Party to the other Party and this Agreement will terminate and
      the
      transactions contemplated hereby will be abandoned, without further action
      by
      either Party, whereupon the Liabilities of the Parties hereunder will terminate,
      except as otherwise expressly provided in this Agreement (including Section
      10(c)). 

     

    
      
        
        

      

      
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    (c)    Remedies
upon
      Termination.
      If
      this
      Agreement is terminated as provided herein:

     

    (i)    Except
      as
      otherwise provided in this Section 10, such termination will be the sole remedy
      of the Parties with respect to breaches of any representation, warranty, or
      covenant contained in this Agreement and neither Party nor any of its trustees,
      directors, officers, employees or Affiliates, as the case may be, will have
      any
      Liability or further obligation to the other Party or any of its trustees,
      directors, officers, employees or Affiliates, as the case may be, pursuant
      to
      this Agreement.

     

    (ii)    Notwithstanding
      Section 10(c)(i), the obligations of the Parties under Sections 8, 10 and 11
      will survive termination of this Agreement.

     

    (iii)   The
      Buyers will pay to the Seller a fee equal to five percent (5%) of the Cash
      Purchase Price if the Seller terminates this Agreement pursuant to Section
      10(a)(v). 

     

    (iv)   The
      Seller will pay to the Buyers a fee equal to five percent (5%) of the Cash
      Purchase Price if the Buyers terminate this Agreement pursuant to Section
      10(a)(iv).

     

    (d)    Liquidated
Damages.
      In
      view
      of the difficulty of determining the amount of damages which may result from
      a
      termination under the circumstances set forth in Section 10(a)(iv) or 10(a)(v),
      and the failure of the Parties to consummate the transactions contemplated
      by
      this Agreement, the Buyers and the Seller have mutually agreed that the payment
      set forth in Section 10(c)(iii) and 10(c)(iv) will be made to the Seller or
      the
      Buyers, as the case may be, as liquidated damages, and not as a penalty. In
      the
      event of any such termination, the Parties have agreed that the payment set
      forth in Section 10(c)(iii) and Section 10(c)(iv) will be the sole and exclusive
      remedy for monetary damages of the Seller or the Buyers, as the case may be.
      ACCORDINGLY, THE PARTIES HEREBY ACKNOWLEDGE THAT (i) THE EXTENT OF DAMAGES
      CAUSED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE
      OR EXTREMELY DIFFICULT TO ASCERTAIN, (ii) THE AMOUNT OF THE LIQUIDATED DAMAGES
      PROVIDED FOR IN SECTION 10(c)(iii) AND SECTION 10(c)(iv) IS A FAIR AND
      REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES, AND (iii) RECEIPT
      OF SUCH LIQUIDATED DAMAGES BY THE SELLERS OR THE BUYERS, AS THE CASE MAY BE,
      DOES NOT CONSTITUTE A PENALTY. THE PARTIES HEREBY FOREVER WAIVE AND AGREE TO
      FOREGO TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW ANY AND ALL RIGHTS
      THEY HAVE OR IN THE FUTURE MAY HAVE TO ASSERT ANY CLAIM DISPUTING OR OTHERWISE
      OBJECTING TO ANY OR ALL OF THE FOREGOING PROVISIONS OF THIS SECTION 10. Any
      payment under Sections 10(c)(iii) or Section 10(c)(iv) will be made by wire
      transfer of immediately available funds to a bank account in the United States
      of America if paid to Seller, or to a bank account in Germany if paid to the
      Buyers, designated in writing by the Party entitled to receive such payment
      not
      later than three Business Days following the date such Party delivers notice
      of
      such account designation to the Party responsible to make such
      payment.

     

    
      
        
        

      

      
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    11.    Miscellaneous. 

     

    (a)    Press
Releases
      and Public Announcements.
      No
      Party
      shall issue any press release or make any public announcement relating to the
      subject matter of this Agreement without the prior written approval of the
      Buyers and the Seller (which approval, with respect to public announcements
      to
      be made after the Closing, shall not be unreasonably withheld); provided,
      however,
      that
      any Party may make any public disclosure it believes in good faith is required
      by applicable law or any listing or trading agreement concerning its publicly
      traded securities (in which case the disclosing Party will use commercially
      reasonable efforts to advise the other Parties prior to making the disclosure).
      

     

    (b)    No
Third-Party
      Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any Person other than
      the
      Parties and their respective successors and permitted assigns. 

     

    (c)    Entire
Agreement.
      This
      Agreement (including the documents referred to herein) constitutes the entire
      agreement among the Parties and supersedes any prior understandings, agreements,
      or representations by or among the Parties, written or oral, to the extent
      they
      are related in any way to the subject matter hereof. 

     

    (d)    Succession
and
      Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. No Party may
      assign either this Agreement or any of his or its rights, interests, or
      obligations hereunder without the prior written approval of the Buyers and
      the
      Seller. 

     

    (e)    Counterparts;
      Facsimile Execution.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together will constitute one and the same
      instrument. Facsimile execution of this Agreement shall be valid and binding
      for
      all purposes.

     

    (f)    
Headings.
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this Agreement.
      

     

    (g)    Notices.
      All
      notices, requests, demands, claims, and other communications hereunder will
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given if (and then two Business Days after) it is sent
      by
      registered or certified mail, return receipt requested, postage prepaid, and
      addressed to the intended recipient as set forth below:

     

    If
      to
      the Seller:

     

    ADVANCED
      ENERGY TECHNOLOGIES, INC.

    c/o
      Millennium Energy Holdings, Inc. 

    One
      South
      Church Avenue, Suite 200 

    Tucson,
      Arizona 85702 

    Fax:
      (520) 884-3601 (fax) 

     

    
      
        
        

      

      
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    Attention:
      Todd C. Hixon, General Counsel 

    


    Copy
      to:

    


    Thelen
      Reid & Priest LLP

    875
      Third
      Avenue

    New
      York,
      NY 10022

    Fax:
      212-603-2001

    Attention:
      John T. Hood, Esq.

    


    If
      to
      the Buyers:

    


    Solon
      AG
      für Solartechnik

    Ederstr.
      16

    D
      - 12059
      Berlin

    Germany

    Fax
      +49 /
      30 / 818 79 110

    Attn.
      Thomas Krupke, CFO

     

    I-Sol
      Venture GmbH

    Am
      Schiffbauerdamm 40

    D
      - 10117
      Berlin

    Germany

    Fax
      +49 /
      30 / 72 62 62 27

    Attn
      Hans-Martin Weiß, Managing Director

    


    Copy
      to:

    


    Steptoe
      & Johnson LLP

    Collier
      Center

    201
      East
      Washington Street

    Suite
      1600

    Phoenix,
      Arizona 85004

    Fax:
      (602) 257-5299

    Attention:
      Kevin L. Olson, Esq.

    


    Any
      Party
      may send any notice, request, demand, claim, or other communication hereunder
      to
      the intended recipient at the address set forth above using any other means
      (including personal delivery, expedited courier, messenger service, telecopy,
      telex, ordinary mail, or electronic mail), but no such notice, request, demand,
      claim, or other communication shall be deemed to have been duly given unless
      and
      until it actually is received by the intended recipient. Any Party may change
      the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Parties notice
      in the manner herein set forth. 

     

    
      
        
        

      

      
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    (h)    Governing
Law.
      This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of Arizona without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of Arizona any other jurisdiction)
      that would cause the application of the laws of any jurisdiction other than
      the
      State of Arizona. 

     

    (i)    Amendments
and
      Waivers.
      No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by the Buyers and the Seller. No waiver by any
      Party of any default, misrepresentation, or breach of warranty or covenant
      hereunder, whether intentional or not, shall be deemed to extend to any prior
      or
      subsequent default, misrepresentation, or breach of warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent such occurrence. 

     

    (j)    Severability.
      Any
      term
      or provision of this Agreement that is invalid or unenforceable in any situation
      in any jurisdiction shall not affect the validity or enforceability of the
      remaining terms and provisions hereof or the validity or enforceability of
      the
      offending term or provision in any other situation or in any other jurisdiction.
      

     

    (k)   Expenses.
      Each
      of
      the Parties, the Company, and its Subsidiaries will bear his or its own costs
      and expenses (including legal fees and expenses) incurred in connection with
      this Agreement and the transactions contemplated hereby. 

     

    (l)    Specific
Performance.
      Each
      of
      the Parties acknowledges and agrees that the other Parties would be damaged
      irreparably in the event any of the provisions of this Agreement are not
      performed in accordance with their specific terms or otherwise are breached.
      Accordingly, each of the Parties agrees that the other Parties shall be entitled
      to seek an injunction or injunctions to prevent breaches of the provisions
      of
      this Agreement and to enforce specifically this Agreement and the terms and
      provisions hereof in any action instituted in any court of the United States
      or
      any state thereof having jurisdiction over the Parties and the matter in
      addition to any other remedy to which they may be entitled, at law or in equity.
      

     

    (m)   Submission
to
      Jurisdiction.
      Each
      of
      the Parties submits to the jurisdiction of any state or federal court sitting
      in
      Arizona, in any action or proceeding arising out of or relating to this
      Agreement and agrees that all claims in respect of the action or proceeding
      may
      be heard and determined only in such court. Each of the Parties waives any
      defense of inconvenient forum to the maintenance of any action or proceeding
      so
      brought and waives any bond, surety, or other security that might be required
      of
      any other Party with respect thereto. Any Party may make service on any other
      Party by sending or delivering a copy of the process to the Party to be served
      at the address and in the manner provided for the giving of notices in Section
      11(h) above. Each Party agrees that a final judgment in any action or proceeding
      so brought shall be conclusive and may be enforced by suit on the judgment
      or in
      any other manner provided by law or at equity. 

     

    *****

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement on as of the
      date first above written. 

     

    
      
        	 	 BUYERS:
	 	 	 
	 	 SOLON
                AG für Solartechnik
	 	 	 
	 	
                By:

              	
                /s/
                  Thomas Krupke

              
	 	 	
                Name:
                  Thomas Krupke

              
	 	 	
                Title:  
                  Chief Financial Officer

              
	 	 	 
	 	
                By:

              	
                /s/
                  Dr. Lars Podlowski

              
	 	 	
                Name:
                  Dr. Lars Podlowski

              
	 	 	
                Title:  
                  Chief Technical Officer

              
	 	 	 
	 	 I-SOL
                VENTURES GmbH
	 	 	 
	 	
                By:

              	
                /s/
                  Alexander Voigt

              
	 	 	
                Name:
                  Alexander Voigt

              
	 	 	
                Title:  
                  Managing Director/ Geschäftsführer

              
	 	 	 
	 	 SELLER:
	 	 	 
	 	 ADVANCED
                ENERGY TECHNOLOGIES, INC.
	 	 	 
	 	
                By:

              	
                /s/
                  Michael J. DeConcini

              
	 	 	
                Name:
                  Michael J. DeConcini

              
	 	 	
                Title:  
                  Vice President

              


      

    

     

    
      
        
        

      

      
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    APPENDIX
      A

     

    DEFINITIONS

     

    As
      used
      herein, the following terms have the respective meanings set forth
      below:

     

    “Adverse
      Consequences”
means
      all actions, suits, proceedings, hearings, investigations, charges, complaints,
      claims, demands, injunctions, judgments, orders, decrees, rulings, damages,
      dues, penalties, fines, costs, amounts paid in settlement, Liabilities,
      obligations, Taxes, liens, losses, lost value, expenses, and fees, including
      court costs and attorneys’ fees and expenses. 

     

    “Affiliate”
has
      the
      meaning set forth in Rule 12b-2 of the regulations promulgated under the
      Securities Exchange Act. 

     

    “Business”
has
      the
      meaning set forth in the recitals above.

     

    “Business
      Day”
means
      any day other than Saturday, Sunday or any other day which is a legal holiday
      on
      which banking institutions in Tucson, Arizona or New York, New York or Berlin,
      Germany, are authorized by law to close.

     

    “Buyer(s)”
has
      the
      meaning set forth in the preface above. 

     

    “Claim”
means
      any and all administrative, regulatory or judicial actions or causes of action,
      suits, petitions, proceedings (including arbitration proceedings),
      investigations, hearings, demands, demand letters, claims or notice of
      noncompliance or violation delivered by any Governmental Authority or other
      Person.

     

    “Closing”
has
      the
      meaning set forth in Section 2(c) above. 

     

    “Closing
      Date”
has
      the
      meaning set forth in Section 2(c) above. 

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended. 

     

    “Company”
has
      the
      meaning set forth in the recitals above. 

     

    “Company
      Share”
means
      any share of the Common Stock, $0.001 par value, of the Company. 

     

    “Constituent
      Instruments”
means
      the certificate of incorporation, articles of formation, bylaws, operating
      agreement, memorandum and articles of association, limited partnership
      agreement, limited liability company operating agreement, or other similar
      formative and organizational documents of any Person.

     

    “DARPA”
has
      the
      meaning set forth in Section 4(c) above. 

     

    “Disclosure
      Schedule”
has
      the
      meaning set forth in Section 4 above. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    “Employee
      Benefit Plan”
means
      any (a) Employee Pension Benefit Plan (including any Multiemployer Plan), (b)
      Employee Welfare Benefit Plan, (c) employee stock option or other equity
      compensation plan, or (d) other fringe benefit plan or program whether written
      or oral. 

     

    “Employee
      Pension Benefit Plan”
has
      the
      meaning set forth in ERISA §3(2). 

     

    “Employee
      Welfare Benefit Plan”
has
      the
      meaning set forth in ERISA §3(1). 

     

    “Environmental,
      Health, and Safety Requirements”
shall
      mean all federal, state and local statutes, regulations, ordinances and other
      provisions having the force or effect of law, all judicial and administrative
      orders and determinations, all contractual obligations and all common law
      concerning public health and safety, worker health and safety, and pollution
      or
      protection of the environment, including without limitation all those relating
      to the presence, use, production, generation, handling, transportation,
      treatment, storage, disposal, distribution, labeling, testing, processing,
      discharge, release, threatened release, control, or cleanup of any hazardous
      materials, substances or wastes, chemical substances or mixtures, pesticides,
      pollutants, contaminants, toxic chemicals, petroleum products or byproducts,
      asbestos, polychlorinated biphenyls, noise or radiation, each as amended and
      as
      now or hereafter in effect. 

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended. 

     

    “Financial
      Statements”
has
      the
      meaning set forth in Section 4(g) above. 

     

    “GAAP”
means
      United States generally accepted accounting principles as in effect at the
      date
      of the relevant financial statements. 

     

    “GESS”
means
      GES Shared Services, Inc., an Arizona corporation.

     

    “Governmental
      Authority”
means
      any federal, state, municipal, foreign or other governmental department,
      commission, board, bureau, agency or instrumentality, or any court of the United
      States of America or Germany, or any political subdivision thereof, or of any
      other country.

     

    "Income
      Tax"
      means
      any federal, state, local, or foreign income tax measured by or imposed on
      net
      income, including any interest, penalty, or addition thereto, whether disputed
      or not.

     

    "Income
      Tax Return"
      means
      any return, declaration, report, claim for refund, or information return or
      statement relating to Income Taxes, including any schedule or attachment
      thereto.

     

    “Indemnified
      Party”
has
      the
      meaning set forth in Section 8(d)(i) above. 

     

    “Indemnifying
      Party”
has
      the
      meaning set forth in Section 8(d)(i) above. 

     

    “Intellectual
      Property”
means
      (a) all inventions (whether patentable or unpatentable and whether or not
      reduced to practice), all improvements thereto, and all patents, patent
      applications, and patent disclosures, together with all reissuances,
      continuations, continuations in

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    part,
      revisions, extensions, and reexaminations thereof, (b) all trademarks, service
      marks, trade dress, logos, trade names, and corporate names, together with
      all
      translations, adaptations, derivations, and combinations thereof and including
      all goodwill associated therewith, and all applications, registrations, and
      renewals in connection therewith, (c) all copyrightable works, all copyrights,
      and all applications, registrations, and renewals in connection therewith,
      (d)
      all mask works and all applications, registrations, and renewals in connection
      therewith, (e) all trade secrets and confidential business information
      (including ideas, research and development, know how, formulas, compositions,
      manufacturing and production processes and techniques, technical data, designs,
      drawings, diagrams, specifications, customer and supplier lists, catalogs,
      pricing and cost information, and business and marketing plans and proposals),
      (f) all computer software (including data and related documentation) (whether
      purchased or internally developed), (g) all information systems and management
      procedures, (h) all other proprietary rights, and (i) all copies and tangible
      embodiments thereof (in whatever form or medium). 

     

    “Knowledge”
means
      the actual knowledge of the following officers of the Company: President, Chief
      Financial Officer, Vice President, Technology, Controller, Vice President,
      General Counsel and Corporate Secretary or other officers performing similar
      functions for the Company. 

     

    “Law”
means
      any statutes, regulations, rules, ordinances, codes and similar acts or
      promulgations of any Governmental Authority.

     

    “Liability”
means
      any liability (whether known or unknown, whether asserted or unasserted, whether
      absolute or contingent, whether accrued or unaccrued, whether liquidated or
      unliquidated, and whether due or to become due), including any liability for
      Taxes.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on the Business, assets, properties, results of
      operations, or financial condition of the Company and its Subsidiaries (taken
      as
      a whole) other than an effect (i) resulting from an Excluded Matter, or
      (ii) cured (including by payment of money or credit to the Purchase Price)
      before the Closing Date. “Excluded
      Matter”
means
      any one or more of the following: (A) any change in the international,
      national, regional, or local markets or industries in which the Business
      operates or of which the Business is a part, (B) any Law or Order (other
      than a Law adopted or an Order issued specifically with respect to the
      transactions contemplated by this Agreement), (C) any change in accounting
      standards, principles, or interpretations, (D) any change in international,
      national, regional, or local economic, regulatory, or political conditions,
      including prevailing interest rates, (E) weather conditions or customer use
      patterns, (F) any change in the market price of commodities or publicly
      traded securities, (G) any matter disclosed in this Agreement, or any Schedule
      or Exhibit hereto, or any other certificate or instrument delivered to the
      Buyers under or in accordance herewith, or (H) any action permitted under this
      Agreement. 

     

    “Most
      Recent Balance Sheet”
means
      the balance sheet contained within the Most Recent Financial Statements.


     

    “Most
      Recent Financial Statements”
has
      the
      meaning set forth in Section 4(g) above. 

     

    “Most
      Recent Fiscal Month End”
has
      the
      meaning set forth in Section 4(g) above. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    “Most
      Recent Fiscal Year End”
has
      the
      meaning set forth in Section 4(g) above. 

     

    “Multiemployer
      Plan”
has
      the
      meaning set forth in ERISA §3(37). 

     

    “Option
      Agreement”
means
      and agreement between the has the meaning set forth in Section 2(b)
      above.

     

    “Option
      Purchase Price”
has
      the
      meaning set forth in Section 2(b) above.

     

    “Order”
means
      any order, judgment, writ, injunction, decree, directive or award of a court,
      administrative judge, or other Governmental Authority acting in an adjudicative
      or regulatory capacity, or of an arbitrator with applicable jurisdiction over
      the subject matter.

     

    “Parties”
has
      the
      meaning set forth in the preface above. 

     

    “Person”
means
      an individual, a partnership, a corporation, a limited liability company, an
      association, a joint stock company, a trust, a joint venture, an unincorporated
      organization, or a governmental entity (or any department, agency, or political
      subdivision thereof). 

     

    “Purchase
      Price”
has
      the
      meaning set forth in Section 2(b) above. 

     

    “Rentech”
has
      the
      meaning set forth in the preface above. 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended. 

     

    “Securities
      Exchange Act”
means
      the Securities Exchange Act of 1934, as amended. 

     

    “Security
      Interest”
means
      any adverse claim, mortgage, pledge, lien, encumbrance, option, restriction
      on
      transfer, easement, right of way, matter of survey, charge, or other security
      interest, excluding, with respect to any Company Shares and any other
      securities, restrictions under applicable federal and state securities laws.
      

     

    “Seller”
has
      the
      meaning set forth in the preface above. 

     

    “Subsidiary”
means
      any corporation with respect to which a specified Person (or a Subsidiary
      thereof) owns a majority of the common stock or has the power to vote or direct
      the voting of sufficient securities to elect a majority of the directors.


     

    “Tax”
      or
“Taxes”
means
      any federal, state, local, or foreign income, gross receipts, license, payroll,
      employment, excise, severance, stamp, occupation, premium, windfall profits,
      environmental (including taxes under Code §59A), customs duties, capital stock,
      franchise, profits, withholding, social security (or similar), unemployment,
      disability, real property, personal property, sales, use, transfer,
      registration, value added, alternative or add-on minimum, estimated, or other
      tax of any kind whatsoever, including any interest, penalty, or addition
      thereto, whether disputed or not.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    “Tax
      Return”
means
      any return, declaration, report, claim for refund, or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

     

    “Termination
      Date”
has
      the
      meaning set forth in Section 10(a)(ii).

     

    “Third
      Party Claim”
has
      the
      meaning set forth in Section 8(d)(i) above. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    EXHIBIT
      F

     

     

    THE
      SECURITIES REPRESENTED BY THIS AGREEMENT AND ISSUABLE UPON THE EXERCISE OF
      THE
      OPTION EVIDENCED HEREBY (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE
      STATE SECURITIES LAWS AND THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED
      OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
      FROM REGISTRATION UNDER SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND
      AN
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED AND IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION FROM REGISTRATION
      UNDER ANY APPLICABLE STATE SECURITIES LAWS WITH AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY REGARDING COMPLIANCE WITH AND THE AVAILABILITY
      OF
      ANY SUCH STATE SECURITIES LAWS.

     

    OPTION
      AGREEMENT

     

    OPTION
      AGREEMENT, dated as of _____________, 2006 (this “Agreement”),
      by
      and among ADVANCED ENERGY TECHNOLOGIES, INC., an Arizona corporation (the
“Optionee”),
      SOLON
      AG
      für
      Solartechnik,
      a
      German corporation
      (Aktiengesellschaft)
      and
      I-SOL VENTURES GmbH (Gesellschaft
      mit beschränkter
      Haftung)
      (collectively, “Solon”),
      and
      GLOBAL SOLAR ENERGY, INC., an Arizona corporation (the “Company”).

     

    BACKGROUND

     

    The
      Optionee and Solon are parties to a Stock Purchase Agreement, dated March 25,
      2006 (the “Stock
      Purchase Agreement”),
      pursuant to which the Optionee is selling all of the issued and outstanding
      capital stock of the Company to Solon.

     

    It
      is a
      condition to the closing of the transactions contemplated by the Stock Purchase
      Agreement that the Company and the Optionee enter into this Agreement, pursuant
      to which the Company is granting the Optionee an option, exercisable upon the
      occurrence of specified events, to acquire, at par value, a number of shares
      of
      the Company’s Common Stock that will be equal to 5% of the issued and
      outstanding Common Stock of the Company determined on a Fully-Diluted Issuance
      Basis (as defined below) after giving effect to the issuance of the Option
      Shares (as defined below) but not to any securities issuable in connection
      with
      a Trigger Event (as defined below).

     

    NOW,
      THEREFORE, in consideration of the premises, mutual covenants herein set forth
      and other good and valuable consideration, subject to the terms and conditions
      herein, the Company and the Optionee hereby agree as follows:

     

    1.    Grant
      of Option.
      

     

    (a)    Subject
      to the terms and conditions herein, the Company hereby grants to the Optionee
      an
      option (the “Option”)
      to
      purchase a number of shares of the Company’s Common Stock (the “Option
      Shares”)
      that
      upon exercise of the Option will be equal to 5% of the issued and outstanding
      Common Stock of the Company, determined on a Fully-Diluted Basis after giving
      effect to the issuance of the Option Shares but not giving effect to the
      issuance of any securities issuable in connection with a Trigger Event (so
      that
      the percentage will be computed immediately before any issuance of shares in
      connection with the Trigger Event and the exercise will entitle the holder
      of
      the Option Shares to participate pro-rata with the other holders of company
      shares in the Trigger Event) at an exercise price (the “Exercise
      Price”)
      of
      $0.001 per 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    share
      (or
      such lesser amount as may hereafter be the par value of the Company). The
      Optionee, on any exercise of the Option, must exercise the Option for all of
      the
      Option Shares; a partial exercise is not permitted. For purposes of this
      Agreement, “Fully-Diluted
      Basis”
means
      the number of shares of the Company’s Common Stock outstanding assuming, for
      such purpose, the exercise, exchange, or conversion into Common Stock of the
      Company of all options, warrants and other securities of the Company that are
      exercisable or exchangeable for, or convertible into, Common Stock at the time
      of the exercise of the Option.

     

    (b)    The
      number of Option Shares issuable upon exercise of the Option is subject to
      adjustment as follows.

     

    (i)    If
      the
      Sales Price (as defined below) is less than Six Hundred Million Dollars
      ($600,000,000), then for each $1 of consideration that the Sales Price is less
      than $600,000,000, the Optionee shall be entitled to an additional number of
      Option Shares equal to 0.00000001% of the issued and outstanding Common Stock
      of
      the Company following the issuance of the Option Shares and on a Fully-Diluted
      Basis. For example, if the Sales Price is $150,000,000, then the Optionee would
      be entitled to an additional 4.5% and the total number of Option Shares would
      be
      equal to 9.5% of the issued and outstanding Common Stock of the Company
      following the issuance of the Option Shares and on a Fully-Diluted Basis.
      Notwithstanding the foregoing, the aggregate number of shares issuable upon
      the
      exercise of this Option as adjusted by this Section 1(b)(i) (but not Section
      1(b)(ii)) shall not exceed 10% of the issued and outstanding Common Stock of
      the
      Company determined on a Fully-Diluted Basis after giving effect to the issuance
      of the Option Shares but not giving effect to the issuance of any securities
      issuable in connection with a Trigger Event. For purposes of this Agreement,
      “Sales
      Price”
means
      the value of the aggregate gross amount of consideration receivable by the
      Company and/or the stockholders of the Company in connection with a Trigger
      Event; provided, however, that if the Trigger Event is any of the events
      described in Section 2(b) (iv) through (and including) (vii) hereof, then the
      Sales Price shall be the fair market value of 100% of the equity interests
      in
      the Company. If consideration other than cash is received in connection with
      a
      Trigger Event or if the Trigger Event is any of the events described in Section
      2(b) (iv) through (and including) (vii) hereof, then the Company and the
      Optionee shall mutually agree upon the Sales Price. If the Company and the
      Optionee cannot reach agreement as to the Sales Price within fifteen days after
      the Optionee receives a Trigger Notice, the parties shall forthwith refer the
      dispute to a nationally recognized investment banking or valuation firm mutually
      agreeable to the Optionee and the Company for resolution, with the understanding
      that such firm shall resolve all disputed items within twenty days after such
      disputed items are referred to it. If the parties are unable to agree on the
      choice of investment banking or valuation firm, they shall select a nationally
      recognized investment banking or valuation firm by lot (after excluding firms
      that have been used in the past three years by either party and any firms that
      have agreed to render future services for either party). Each of the Optionee,
      on the one hand, and the Company, on the other hand, shall bear one-half of
      the
      costs of such firm. The decision of the investment banking or valuation firm
      with respect to all disputed matters relating to the Sales Price shall be deemed
      final and conclusive and shall be binding upon the parties. In no case shall
      the
      Sales Price be determined with regard to restrictions other than restrictions
      which, by their terms, will never lapse.

     

    (ii)    If
      the
      Trigger Event is an initial public offering as described in Section 2(b)(v)
      hereof and securities representing more than 25% of the number of shares of
      the
      Company’s Common Stock outstanding immediately prior to the offering (the
“Threshold
      Amount”)
      are
      issued in the initial public offering, then the Optionee shall receive, without
      any additional payment therefor (other than the Exercise Price for the
      additional shares acquired 

     

    
      
        
        

      

      
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    under
      this Section 1(b)(ii)) an additional number of shares upon exercise of the
      Option equal to the Applicable Percentage of the Excess Amount. For purposes
      of
      this Agreement, “Applicable
      Percentage”
means
      the percentage the Company’s issued and outstanding Common Stock that may be
      acquired by the Optionee upon exercise of the Option as specified in Section
      1(a), and as adjusted by the adjustment provided for in Section 1(b)(i); and
      “Excess
      Amount”
means
      the number of securities issued in the initial public offering that is in excess
      of the Threshold Amount. 

     

    2.    Exercise
      of the Option.
      

     

    (a)    The
      Optionee may exercise the Option at any time during the thirty (30) day period
      following receipt by the Optionee of notice (“Trigger
      Notice”)
      of a
      proposed Trigger Event. The Company (or Solon with respect to a Trigger Event
      described in 2(b)(iv) below) shall deliver a written Trigger Notice to the
      Optionee at least forty-five (45) days prior to a proposed Trigger Event and
      will use reasonable efforts to give such notice ninety (90) days prior to the
      proposed Trigger Event. The Trigger Notice shall contain all material
      information known to the Company regarding the Trigger Event, including a
      description of the Trigger Event, the valuation of the Company for purposes
      of
      the Trigger Event, and a detailed description of how such valuation was
      determined. Upon request of the Optionee, the Company (or Solon, as applicable)
      shall promptly deliver to the Optionee such additional information regarding
      the
      Trigger Event as is reasonably available and requested by the
      Optionee.

     

    (b)    For
      purposes of this Agreement, a “Trigger
      Event”
is
      any
      of the following:

     

    (i)    a
      sale,
      lease, exchange or other transfer of all or substantially all of the assets
      of
      the Company,

     

    (ii)    a
      merger
      of the Company with or into any other entity or other similar transaction (other
      than a reincorporation transaction or other transaction involving only transfers
      of ownership among affiliated entities for business planning, tax, or other
      similar purposes) in which outstanding shares of the capital stock of the
      Company are exchanged for securities or other consideration and where the
      holders of the outstanding voting securities of the Company (determined
      immediately prior to such transaction) cease to hold a majority of the voting
      securities of the surviving entity,

     

    (iii)    a
      transaction in which the Company is the surviving entity but the shares of
      the
      Company’s capital stock outstanding immediately prior to the transaction are
      changed or converted by virtue of the transaction into other property, whether
      in the form of securities, cash, a combination thereof or otherwise and where
      the holders of the outstanding voting securities of the Company (determined
      immediately prior to such transaction) cease to hold a majority of the voting
      securities of the surviving entity; 

     

    (iv)    any
      sale
      or other transfer or disposition of securities of the Company held by Solon
      (other than sales or other transfers or dispositions to affiliates of Solon
      whose security holdings shall be aggregated with Solon’s for purposes of this
      Agreement) that results in Solon holding less than a majority of the outstanding
      voting securities of the Company or any issuance by the Company of securities
      to
      a third party unaffiliated with Solon that results in Solon holding less than
      a
      majority of the outstanding voting securities of the Company;

     

    
      
        
        

      

      
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      (v)    an
        initial public offering of any of the Company’s equity securities or any other
        transaction that results in the Company becoming obligated to file reports
        pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
        amended (the “Exchange
        Act”);

       

      (vi)    the
        seventh anniversary of the date hereof; or

       

      (vii)    the
        date
        that the board of directors of the Company declares a dividend in cash or
        in
        kind on the Common Stock of the Company that, together with each prior dividend
        made on or after
        the
        date hereof, provides the holders thereof with cash or property having a
        value
        of at least $3,000,000 in aggregate.

    

     

    (c)    The
      Option shall expire upon the first to occur of (i) the consummation of any
      Trigger Event described in Section 2(b)(i) through (v) hereof in respect of
      which notice was duly provided to the Optionee in accordance with the terms
      hereof, (ii) the exercise by Optionee of the option in accordance with the
      terms
      hereof, or (ii) the tenth anniversary of the date hereof.

     

    (d)    The
      Company shall not effect a Trigger Event that involves receipt by the
      stockholders of the Company of cash, securities or other property in connection
      with the Trigger Event, nor enter into any definitive agreement relating to
      such
      a Trigger Event, unless the Company has made appropriate accommodation such
      that
      the Optionee shall be permitted to exercise the Option and similarly receive
      cash, securities or other property on the same basis as other stockholders
      of
      the Company.

     

    3.    Rights
      of Optionee.
      The
      Optionee shall not have any rights to dividends or any other rights of a
      stockholder with respect to any Option Shares until such Option Shares shall
      have been issued to Optionee (as evidenced by the appropriate entry on the
      transfer books of the Company) upon purchase of such Option Shares upon exercise
      of the Option. 

     

    4.    Exercise
      Procedure.

     

    (a)    Procedure.

     

    (i)    The
      Optionee may exercise the Option, in whole but not in part, at any time
      following receipt of a Trigger Notice, by delivering to the Company a written
      notice duly signed by the Optionee indicating that the Optionee is exercising
      the Option accompanied by payment in an amount equal to the full purchase price
      for the Option Shares. 

     

    (ii)    Following
      receipt by the Company of such notice of exercise and full payment of the
      Exercise Price, the Company shall issue, as soon as practicable, a stock
      certificate for the Option Shares in the name as designated by the Optionee
      and
      deliver the certificate to the Optionee.

     

    (b)    Legend.
      If the
      Option Shares are not then covered by a registration statement, each certificate
      for the Option Shares shall bear a legend that is substantially similar to
      the
      following:

     

    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
      HYPOTHECATED

     

    
      
        
        

      

      
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        UNLESS
          THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS
          THE
          COMPANY HAS RECEIVED AN OPINION OF ITS COUNSEL THAT SUCH REGISTRATION IS
          NOT
          REQUIRED.”

      

    

     

    5.    Registration
      Rights.
      

     

    (a)    Demand
      Registration.
      At any
      time after the earliest of (i) an initial public offering of any of the
      Company’s equity securities in which the Optionee was not offered the
      opportunity to include the Option Shares in the registration or (ii) any other
      transaction that results in the Company becoming obligated to file reports
      pursuant to Section 13 or 15(d) of the Exchange Act, but not within six months
      after any registration statement covering a public offering of securities of
      the
      Company under the Securities Act of 1933, as amended (the “Securities
      Act”)
      shall
      have become effective, the Optionee may request the Company to register under
      the Securities Act all or any portion of the Option Shares held by the Optionee.
      The Company shall not be obligated to file more than one registration statement
      under this Section 5(a). If the Optionee so elects, the offering of the Option
      Shares pursuant to such registration shall be in the form of an underwritten
      offering, with the Optionee to select one or more nationally recognized firms
      of
      investment bankers reasonably acceptable to the Company to act as the lead
      managing underwriter or underwriters in connection with such offering and any
      additional investment bankers and managers to be used in connection with the
      offering, which shall also be reasonably acceptable to the Company. The Company
      will be obligated to proceed with the registration if it relates to Option
      Shares having an anticipated aggregate offering price of at least $20,000,000
      or, if it relates to all of the Option Shares then outstanding or eligible
      for
      exercise under this Agreement, $5,000,000. The Company may delay the
      registration if it gives notice that it reasonably expects to engage in a
      registration of its securities under the Securities Act within 6 months after
      Optionee’s demand. 

     

    (b)    S-3
      Registration.
      Anything contained in Section 5(a) to the contrary notwithstanding, at such
      time
      as the Company shall have qualified for the use of Form S-3 promulgated under
      the Securities Act or any successor form thereto, the Optionee shall have the
      right to request in writing up to three registrations on Form S-3 or any such
      successor forms of Option Shares, which request or requests shall (i) specify
      the number of Option Shares intended to be sold or disposed of, (ii) state
      the
      intended method of disposition of such Option Shares, and (iii) relate to Option
      Shares having an anticipated aggregate offering price of at least $10,000,000.
      A
      requested registration on Form S-3 or any such successor forms in compliance
      with this Section 5(b) shall not count as a demand registration pursuant to
      Section 5(a), but shall otherwise be treated as a registration initiated
      pursuant to and shall, except as otherwise expressly provided in this Section
      5(b), be subject to Section 5(a).

     

    (c)    Piggyback
      Registration.
      If at
      any time after the date hereof, the Company shall determine to register for
      its
      own account or the account of others under the Securities Act (including
      pursuant a demand for registration of any stockholder of the Company) any of
      its
      equity securities, other than on Form S-4 or Form S-8 or their then equivalents
      relating to shares of Common Stock to be issued solely in connection with any
      acquisition of any entity or business or shares of Common Stock issuable in
      connection with stock option or other employee benefit plans, it shall send
      to
      the Optionee written notice of such determination and, if within fifteen (15)
      days after receipt of such notice, the Optionee shall so request in writing,
      the
      Company shall use its best efforts to include in such registration statement
      all
      or any part of the Option Shares, except that if; in connection with a public
      offering of the Company the managing underwriter shall impose a limitation
      on
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    be
      included in the registration statement because, in its judgment, such limitation
      is necessary to effect an orderly public distribution, then the Company shall
      be
      obligated to include in such registration statement only such limited portion
      of
      the Option Shares with respect to which such holder has requested inclusion
      hereunder. 
       

      (d)    Company
        Obligations.
        

       

      (i)    In
        the
        event of a registration pursuant to these provisions, the Company shall use
        reasonable efforts to cause the Option Shares so registered to be registered
        or
        qualified for sale under
        the
        securities or blue sky laws of such jurisdictions as the Optionee may reasonably
        request; provided, however, that the Company shall not be required to qualify
        to
        do business by reason of this section in any state in which it is not otherwise
        required to qualify to do business. 

       

    

    (ii)    The
      Company shall use reasonable efforts to keep effective any registration or
      qualification contemplated by this section and shall from time to time amend
      or
      supplement each applicable registration statement, preliminary prospectus,
      final
      prospectus, application, document and communication for such period of time
      as
      shall reasonably be required to permit the Optionee to complete the offer and
      sale of the Option Shares covered thereby.

     

    (iii)    In
      the
      event of a registration pursuant to the provisions of this section, the Company
      shall furnish to the Optionee such reasonable number of copies of the
      registration statement and of each amendment and supplement thereto (in each
      case, including all exhibits), of each prospectus contained in such registration
      statement and each supplement or amendment thereto (including each preliminary
      prospectus), all of which shall conform to the requirements of the Securities
      Act and the rules and regulations thereunder, and such other documents, as
      the
      Optionee may reasonably request to facilitate the disposition of the Option
      Shares included in such registration.

     

    (iv)    The
      Company shall notify the Optionee promptly when such registration statement
      has
      become effective or a supplement to any prospectus forming a part of such
      registration statement has been filed.

     

    (v)    The
      Company shall advise the Optionee promptly after it shall receive notice or
      obtain knowledge of the issuance of any stop order by the Securities and
      Exchange Commission (“Commission”)
      suspending the effectiveness of such registration statement, or the initiation
      or threatening of any proceeding for that purpose, and promptly use reasonable
      efforts to prevent the issuance of any stop order or to obtain its withdrawal
      if
      such stop order should be issued. 

     

    (vi)    The
      Company shall promptly notify the Optionee at any time when a prospectus
      relating to a registration under this Section is required to be delivered under
      the Securities Act of the happening of any event known to the Company as a
      result of which the prospectus included in such registration statement, as
      then
      in effect, would include an untrue statement of a material fact or omit to
      state
      any material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances then
      existing, and at the reasonable request of the Optionee prepare and furnish
      to
      it such number of copies of a supplement to or an amendment of such prospectus
      as may be necessary so that, as thereafter delivered to the purchasers of such
      Option Shares or securities, such prospectus shall not include 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 not misleading in
      the
      light of the 

     

    
      
        
        

      

      
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    circumstances
      under which they were made. The Optionee shall suspend all sales of the Option
      Shares upon receipt of such notice from the Company and shall not re-commence
      sales until Optionee receives copies of any necessary amendment or supplement
      to
      such prospectus. The Company will use reasonable efforts to deliver the
      amendment or supplement to the Optionee within 30 days of the date of such
      notice from the Company. 
       

      (vii)    If
        requested by the underwriter for any underwritten offering of Option Shares,
        the
        Company and the Optionee will enter into an underwriting agreement with such
        underwriter for such offering, which shall be reasonably satisfactory in
        substance and form to the Company, the Company’s counsel and the Optionee’s
        counsel, and the underwriter, and such agreement shall contain such
        representations and warranties by the Company and the Optionee and such other
        terms and provisions as are customarily contained in an underwriting agreement
        with respect to secondary distributions
        solely by selling stockholders, including, without limitation, indemnities
        substantially to the effect and to the extent provided below.

       

    

    (e)    Expenses.
      In the
      case of each registration effected under this Section, the Company shall bear
      all reasonable costs and expenses of each such registration on behalf of the
      selling holders of Option Shares, including, but not limited to, the Company’s
      printing, legal and accounting fees and expenses, SEC and NASD filing fees
      and
“Blue Sky” fees; provided, however,
      that
      the Company shall have no obligation to pay or otherwise bear any portion of
      the
      underwriters’ commissions or discounts attributable to the Option Shares being
      offered and sold by the holders of the Option Shares, or the fees and expenses
      of counsel for the selling holders of Option Shares in connection with the
      registration of the Option Shares. 

     

    (f)    Indemnification.

     

    (i)    Subject
      to the conditions set forth below, the Company agrees to indemnify and hold
      harmless the Optionee, its employees, agents, and counsel, and each person,
      if
      any, who controls any such person within the meaning of Section 15 of the
      Securities Act or Section 20(a) of the Exchange Act from and against any and
      all
      loss, liability, charge, claim, damage, and expense whatsoever (which shall
      include, for all purposes of this Section 5(f), but not be limited to,
      attorneys’ fees and any and all reasonable expenses whatsoever incurred in
      investigating, preparing, or defending against any litigation, commenced or
      threatened, or any claim whatsoever, and any and all amounts paid in settlement
      of any claim or litigation) as and when incurred, arising out of, based upon,
      or
      in connection with (i) any untrue statement or alleged untrue statement of
      a
      material fact contained (A) in any registration statement, preliminary
      prospectus, or final prospectus (as from time to time amended and supplemented)
      or any amendment or supplement thereto, relating to the sale of any of the
      Option Shares or (B) in any application or other document or communication
      (in
      this Section 5(f) collectively called an “application”)
      executed by or on behalf of the Company or based upon written information
      furnished by or on behalf of the Company filed in any jurisdiction in order
      to
      register or qualify any of the Option Shares under the securities or blue sky
      laws thereof or filed with the Commission or any securities exchange; or any
      omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements made therein not misleading, unless
      (x) such statement or omission was made in reliance upon and in conformity
      with
      written information furnished to the Company by or on behalf of the Optionee
      expressly for inclusion in any registration statement, preliminary prospectus,
      or final prospectus, or any amendment or supplement thereto, or in any
      application, as the case may be, or (y) such loss, liability, charge, claim,
      damage or expense arises out of the Optionee’s failure to comply with the terms
      and provisions of this Agreement, or (ii) any breach of any representation,
      warranty, covenant, or agreement of the Company contained in this Agreement.
      The
      foregoing agreement 

     

    
      
        
        

      

      
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    to
      indemnify shall be in addition to any liability the Company may otherwise have,
      including liabilities arising under this Agreement. 
       

      If
        any
        action is brought against the Optionee or any of its employees, agents, or
        counsel, or any controlling persons of such person (an “indemnified
        party”)
        in
        respect of which indemnity may be sought against the Company pursuant to
        the
        foregoing paragraph, such indemnified party or parties shall promptly notify
        the
        Company in writing of the institution of such action (but the failure so
        to
        notify shall not relieve the Company from any liability other than pursuant
        to
        this Section 5) and the Company shall promptly assume the defense of such
        action, including the employment of counsel provided that the indemnified
        party
        shall have the right to employ its or their own counsel in any such case,
        but
        the fees and expenses of such counsel shall be at the expense of such
        indemnified party or parties unless the employment of such counsel shall
        have
        been authorized in writing by the Company in connection with the defense
        of such
        action or the Company shall not have promptly employed counsel reasonably
        satisfactory to such indemnified party or parties to have charge of the defense
        of such action or such indemnified party
        or
        parties shall have reasonably concluded that there may be one or more legal
        defenses available to it or them or to other indemnified parties which are
        different from or additional to those available to the Company, in any of
        which
        events such fees and expenses shall be borne by the Company and the Company
        shall not have the right to direct the defense of such action on behalf of
        the
        indemnified party or parties. Anything in this Section 5 to the contrary
        notwithstanding, the Company shall not be liable for any settlement of any
        such
        claim or action effected without its written consent, which shall not be
        unreasonably withheld. The Company shall not, without the prior written consent
        of each indemnified party that is not released as described in this sentence
        (which consent will not be unreasonably withheld), settle or compromise any
        action, or permit a default or consent to the entry of judgment in or otherwise
        seek to terminate any pending or threatened action, in respect of which
        indemnity may be sought hereunder (whether or not any indemnified party is
        a
        party thereto) unless such settlement, compromise, consent, or termination
        includes an unconditional release of each indemnified party from all liability
        in respect of such action. The Company agrees promptly to notify the Optionee
        of
        the commencement of any litigation or proceedings against the Company or
        any of
        its officers or directors in connection with the sale of any Option Shares
        or
        any preliminary prospectus, prospectus, registration statement, or amendment
        or
        supplement thereto, or any application relating to any sale of any Option
        Shares.

       

    

    (ii)    The
      Optionee agrees to indemnify and hold harmless the Company, each director of
      the
      Company, each officer of the Company who shall have signed any registration
      statement covering Option Shares held by the Optionee, each other person, if
      any, who controls the Company within the meaning of Section 15 of the Securities
      Act or Section 20(a) of the Exchange Act, and its or their respective counsel,
      to the same extent as the foregoing indemnity from the Company to the Optionee
      in Section 5(f)(i) but only with respect to statements or omissions, if any,
      made in any registration statement, preliminary prospectus, or final prospectus
      (as from time to time amended and supplemented) or any amendment or supplement
      thereto, or in any application, in reliance upon and in conformity with written
      information furnished to the Company by or on behalf of the Optionee, expressly
      for inclusion in any such registration statement, preliminary prospectus, or
      final prospectus, or any amendment or supplement thereto, or in any application,
      as the case may be. If any action shall be brought against the Company or any
      other person so indemnified based on any such registration statement,
      preliminary prospectus, or final prospectus, or any amendment or supplement
      thereto, or in any application, and in respect of which indemnity may be sought
      against the Optionee pursuant to this Section 5(f)(ii), the Optionee shall
      have
      the rights and duties given to the 

     

    
      
        
        

      

      
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    Company,
      and the Company and each other person so indemnified shall have the rights
      and
      duties given to the indemnified parties, by the provisions of Section 5(f)(i).
      
       

      (iii)    To
        provide for just and equitable contribution, if (i) an indemnified party
        makes a
        claim for indemnification pursuant to Section 5(f)(i) or 5(f)(ii) (subject
        to
        the limitations thereof) but it is found in a final judicial determination,
        not
        subject to further appeal, that such indemnification may not be enforced
        in such
        case, even though this Agreement expressly provides for indemnification in
        such
        case, or (ii) any indemnified or indemnifying party seeks contribution under
        the
        Securities Act, the Exchange Act or otherwise, then the Company (including
        for
        this purpose any contribution made by or on behalf of any director of the
        Company, any officer of the Company who signed any such registration statement,
        any controlling person of the Company, and its or their respective counsel)
        as
        one entity, and the Optionee (including for this purpose any contribution
        by or
        on behalf of an indemnified party) as a second entity, shall contribute to
        the
        losses, liabilities, claims, damages, and expenses whatsoever to which any
        of
        them may be subject, on the basis of relevant equitable considerations such
        as
        the relative fault of the Company and the Optionee in connection with the
        facts
        which resulted in such losses, liabilities, claims, damages, and expenses.
        The
        relative fault, in the case of an untrue statement, alleged untrue statement,
        omission, or alleged omission shall be determined by, among other things,
        whether such statement, alleged statement, omission or alleged omission relates
        to information supplied by the Company or by the Optionee, and the parties’
relative intent, knowledge, access to information, and opportunity to correct
        or
        prevent such statement, alleged statement, omission, or alleged omission.
        The
Company
        and the Optionee agree that it would be unjust and inequitable if the respective
        obligations of the Company and the Optionee for contribution were determined
        by
        pro rata or per capita allocation of the aggregate losses, liabilities, claims,
        damages, and expenses (even if the Optionee and the other indemnified parties
        were treated as one entity for such purpose) or by any other method of
        allocation that does not reflect the equitable considerations referred to
        in
        this Section 5(f)(iii). No person guilty of a fraudulent misrepresentation
        (within the meaning of Section 11(f) of the Securities Act) shall be entitled
        to
        contribution from any person who is not guilty of such fraudulent
        misrepresentation. For purposes of this Section 5(f)(iii) each person, if
        any,
        who controls the Optionee within the meaning of Section 15 of the Securities
        Act
        or Section 20(a) of the Exchange Act and each employee, agent, and counsel
        of
        the Optionee or control person shall have the same rights to contribution
        as
        Optionee and each person, if any, who controls the Company within the meaning
        of
        Section 15 of the Securities Act or Section 20(a) of the Exchange Act, each
        officer of the Company who shall have signed any such registration statement,
        each director of the Company, and its or their respective counsel shall have
        the
        same rights to contribution as the Company, subject to each case to the
        provisions of this Section 5(f)(iii). Anything in this Section 5(f)(iii)
        to the
        contrary notwithstanding, no party shall be liable for contribution with
        respect
        to the settlement of any claim or action effected without its written consent.
        This Section 5(f)(iii) is intended to supersede any right to contribution
        under
        the Securities Act, the Exchange Act or otherwise.

       

    

    (g)    As
      used
      in this Section 5, the term “Optionee” shall include any person to whom the
      Optionee has transferred Option Shares or the Option. In addition, the rights
      afforded to the Optionee in this Section 5 shall cease upon the consummation
      of
      any sale pursuant to a registration statement or Rule 144 under the Securities
      Act or once such shares become eligible for resale pursuant to Rule
      144(k).

     

    6.    Notices.
      Each
      notice relating to this Agreement shall be in writing and delivered in person
      or
      by facsimile or certified mail to the addresses of the respective parties hereto
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    specified on the signature page hereto, or to such other
      address as either party hereto may hereinafter duly give to the other.
       

      7.    Binding.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto,
        and their successors, assigns.

       

      8.    Entire
        Agreement.
        This
        Agreement constitutes the entire agreement between the parties hereto with
        respect to the matters herein, and cannot be amended, modified or terminated
        except by an agreement in writing executed by the parties hereto.

       

      9.    Governing
        Law.
        This
        Agreement shall be construed in accordance with and governed by the laws
        of the
        State of Arizona without regard to the conflicts of law principles
        thereof.

    

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first set forth above.

     

    
      
        	
                GLOBAL
                  SOLAR ENERGY, INC.

                 

                By:_________________________

                Name:
                  

                Title:
                  

                 

                Address:_____________________

                ____________________________

                 

              	
                SOLON
                  AG
                  für Solartechnik

                 

                By:_________________________

                Name:
                  

                Title:
                  

                 

                
                  Address:_____________________

                  ____________________________

                

              
	
                 

                ADVANCED
                  ENERGY TECHNOLOGIES, INC.

                 

                By:_________________________

                Name:
                  

                Title:

                 

                
                  Address:_____________________

                  ____________________________

                   

                

              	
                 

                I-SOL
                  VENTURES GmbH

                 

                By:_________________________

                Name:
                  

                Title:
                  

                 

                
                  Address:_____________________

                  ____________________________

                

              


      

    

     

    
      
        
        

      

      
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