STOCK
      EXCHANGE AGREEMENT

    


    THIS
      STOCK EXCHANGE AGREEMENT (this
      “Agreement”)
      is
      made and entered into as of October 30th
      2008
      (the “Signing
      Date”),
      by
      and among SOLAR
      THIN FILMS, INC.,
      a
      Delaware corporation (“STF”);
      ALGATEC
      SOLAR AG,
      a
      German corporation (the “Company”
or
      “Algatec”);
      ALGATEC
      EQUITY PARTNERS, L.P.,
      a
      Delaware limited partnership (“AEP”);
      RAINER
      RUSCHKE,
      an
      individual (“R.
      Ruschke”);
      ULLRICH
      JANK,
      an
      individual (“U.
      Jank”);
      DR.
      STEFAN MALIK,
      an
      individual (“S.
      Malik”);
      ANDRE
      FREUD,
      an
      individual (“A.
      Freud”);
      and
ROLAND
      RICHTER, ESQ.,
      an
      individual, acting as trustee for R. Ruschke (the “Trustee”).
      R.
      Ruschke, U. Jank, S. Malik and A. Freud are sometimes individually referred
      to
      as the “Management
      Stockholder”
and
      collectively as the “Management
      Stockholders.”
AEP
      and the Management Stockholders are hereinafter sometimes individually referred
      to as a “Company
      Stockholder”
and
      collectively as the “Company
      Stockholders.”
STF,
      AEP, the Company, and the Company Stockholders are hereinafter sometimes
      individually referred to as a “Party”
and
      collectively as the “Parties.”
      Capitalized terms not otherwise defined herein shall of the meanings set forth
      in Article X of this Agreement.

    


    Recitals

    


    As
      a
      material inducement for STF to enter into this Agreement and to consummate
      the
      transactions contemplated hereby, the Management Stockholders make the factual
      recitals set forth in paragraph A and in paragraph C through G below, each
      of
      which constitutes a representation and warranty of the Management Stockholders
      unless otherwise modified in the Schedules. As a material inducement for the
      Company, the Trustee, the Management Stockholders and STF to enter into this
      Agreement and to consummate the transactions contemplated hereby, AEP makes
      the
      factual recital set forth in paragraphs B and C below, which constitutes
      representations and warranties of AEP unless otherwise modified in the
      Schedules. As a material inducement for the Company, the Trustee, the Management
      Stockholders and AEP to enter into this Agreement and to consummate the
      transactions contemplated hereby, STF makes the factual recital set forth in
      paragraph H below, which constitutes representations and warranties of STF
      unless otherwise modified in the Schedules.

    


    A. The
      Company is a stock corporation (Aktiengesellschaft)
      organized under the laws of Germany, registered with the commercial register
      (Handelsregister)
      of the
      local court (Amtsgericht)
      of
      Cottbus under registration number HRB 8146 CB, having its registered office
      (Sitz)
      in
      Röderland, Germany and having a registered share capital in the amount of
      EUR 50,000, which is divided into 50,000 no par-value bearer shares
      (Inhaber/-Stückaktien)
      each
      representing a notional participation of EUR 1 (herein collectively the
“Company
      Shares”
and
      each a “Company
      Share”).
      The
      articles of association of the Company, as in effect on the Signing Date, are
      attached as Exhibit
      A/1
      (the
“Company
      Articles of Association”)
      and,
      as of the Signing Date, a current excerpt of the Company’s commercial register
      is attached to this Agreement as Exhibit
      A/2,
      provided, however, that the appointment of R. Ruschke, U. Jank and S. Malik
      has
      not been recorded in the commercial register.

    


    B. AEP is
      a
      limited partnership formed under the laws of the state of
      Delaware/USA.

    


    C. On
      the
      Signing Date, the Management Stockholders, Mr. Roland Richter, Esq., an
      individual acting as Trustee for R. Ruschke, and AEP have entered into a Share
      Purchase Agreement (the “Share
      Purchase Agreement”)
      pursuant to which the Trustee sold to AEP certain Company Shares. The Share
      Purchse Agreement and the Exhibits and Schedules thereto have been furnished
      to
      STF. Upon closing of the transactions contemplated by the Share Purchase
      Agreement, the Company Shares will be held as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Shareholder

            	 	
              Number of Shares

            	 	
              % of Registered Capital

            	 
	 	 	 	 	 	 	 	 
	
              Ruschke

            	 	 	
              10,000

            	 	 	
              20

            	
              %

            
	 	 	 	 	 	 	 	 
	
              Janks

            	 	 	
              7,500

            	 	 	
              15

            	
              %

            
	 	 	 	 	 	 	 	 
	
              Malik

            	 	 	
              1,500

            	 	 	
              3

            	
              %

            
	 	 	 	 	 	 	 	 
	
              Freud

            	 	 	
              1,500

            	 	 	
              3

            	
              %

            
	 	 	 	 	 	 	 	 
	
              Trustee

            	 	 	
              5,000

            	 	 	
              10

            	
              %

            
	 	 	 	 	 	 	 	 
	
              AEP

            	 	 	
              24,500

            	 	 	
              49

            	
              %

            


    

    


    D. Under
      the
      terms of the Share Purchase Agreement, the funds contributed by AEP to the
      capital reserves of the Company will be used by the Company to acquire, in
      a
      series of transactions, the business currently operated by Trend Capital GmbH
      & Co. Algatec Solarwerke Brandenburg KG (such entity “Trend
      Capital KG”
and
      the
      transactions the “Trend
      Capital Business Transfer”).

    


    E. As
      of the
      Signing Date, Algatec is a party to a share purchase agreement dated as of
      October 28, 2008 (deed-roll no. 1304/2008 of notary Sabine Taugnitz/Riesa),
      a
      copy of which is
      attached as Exhibit
      E,
      relating
      to the acquisition by Algatec of all of the issued and outstanding shares of
      SOLAR
      INVEST GMBH,
      a
      limited liability company (Gesellschaft
      mit beschränkter
      Haftung)
      organized under the laws of Germany, registered with the commercial register
      (Handelsregister)
      of the
      local court (Amtsgericht)
      of
      Cottbus under registration number 6628 CB (“Solar
      Invest”).
      The
      business of the Company resulting from (i) the Trend Capital Business Transfer
      and (ii) the transfer of the shares in Solar Invest contemplated by this
      paragraph E is herein referred to as the “Algatec
      Business”.

    


    F. As
      of the
      Signing Date, the Company (as purchaser) and GB Grundbesitz Brandenburg GmbH
      (as
      seller) are party to a real estate purchase agreement dated October 23, 2008
      (deed-roll no. 1290/2008 of notary Sabine Taugnitz/Riesa), a copy of
      which is
      attached as Exhibit
      F,
      relating
      to the real estate set forth therein in Prösen, Germany, (the “Prösen
      Real Estate”),
      pursuant to which GB Grundbesitz Brandenburg GmbH has sold the Prösen Real
      Estate to the Company for a purchase price equal to € 530,000, which is
      payable in twelve installments (the first installment being due on November
      1,
      2008 and any further installment being due on the first day of the respective
      following month), provided that the in
      rem transfer
      of ownership of the Prösen Real Estate to the Company becomes effective after
      full payment of the purchase price by the Company.

    


    G. As
      of the
      Signing Date, (a) Algatec has placed a purchase order with KOMAX
      GROUP AG
      (“Komax”),
      dated
      September 4, 2008, a true and complete copy of which has been furnished to
      STF
      for the purchase of certain equipment (the “Komax
      Purchase Order”),
      and
      (b) is party to a Frame Contract No. ALG/2009, dated September 25, 2008 with
      Q-CELLS
      INTERNATIONAL GMBH
      (“Q-Cells”),
      a
      true and complete copy of which has
      been
      furnished to STF, for the sale of solar modules to Q-Cells (the “Q-Cells
      Agreement”).
      

    


    H. STF
      is a
      Delaware corporation with its principal place of business at 25 Highland
      Boulevard, Dix Hills, New York 11746. STF has an authorized share capital of
      152,700,000 shares, of capital stock divided into: 

     

    
      
        
        

      

      
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          -

        
          

        

      

      
        
        

      

    

     

    (i) 150,000,000
      shares of common stock, $0.01 par value per share (the “Common
      Stock”),
      of
      which an aggregate of 57,783,601 shares of STF Common Stock is currently issued
      and outstanding, 

    


    (ii) 1,200,000
      shares of Series A preferred stock, $0.01 par value per share (the “Series
      A Preferred Stock”),
      of
      which no shares of Series A Preferred Stock are issued or outstanding, and
      

    


    (iii) 1,500,000
      shares of Series B preferred stock, $0.01 par value per share, containing such
      rights, privileges and designations as the Board of Directors of STF may, from
      time to time, designate by resolution providing for the issue of such series
      (the “Series
      B Preferred Stock”)
      of
      which (A) 228,652 shares of Series B Preferred Stock designated as Series B-1
      Preferred Stock and (convertible into 228,652 shares of Common Stock) are issued
      and outstanding, (B) 500,000 shares of Series B Preferred Stock designated
      as
      B-2 Preferred Stock were eliminated on April 10, 2003, (C) 47,518 shares of
      Series B Preferred Stock designated as Series B-3 Preferred Stock (convertible
      into 1,520,576 shares of Common Stock) are issued and outstanding, and (D)
      none
      of the 100,000 shares of Series B Preferred Stock designated as Series B-4
      Preferred Stock are issued and outstanding.

    


    I. Upon
      the
      terms and subject to the conditions set forth in this Agreement, STF desires
      to
      acquire from the Company Stockholders all, and not less than all, of the
      outstanding Company Shares. 

    


    J. The
      Company Stockholders have agreed to exchange the outstanding Company Shares
      in
      consideration for the “Exchange
      Shares”
(as
      hereinafter defined). 

    


    K. STF
      desires to acquire the outstanding Company Shares, and the Company Stockholders
      desire to exchange such Company Shares for the Exchange Shares, all upon the
      terms and subject to the conditions set forth herein.

    


    NOW
      THEREFORE,
      the
      Parties hereto do each severally (and not jointly) hereby agree as
      follows:

    


    Agreement

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and of the mutual covenants contained herein,
      the
      Parties agree as follows:

    


    ARTICLE
      I. –
      TRANSFER OF COMPANY SHARES

     

    1.1 Transfer
      of Company Shares.

     

    (a) On
      the
      terms and subject to the conditions of this Agreement, at the Closing referred
      to in Section 3.1 hereof, the Company Stockholders shall convey, assign,
      transfer and deliver to STF and STF shall acquire and accept delivery of the
      Company Shares.

     

    (b) The
      share
      capital of the Company is evidenced by 50,000 Company Shares, which represent
      one hundred percent (100%) of the issued and outstanding share capital of the
      Company on the Closing Date, on a fully-diluted basis, after giving effect
      to
      the exercise of all options, warrants or other rights to acquire Company Shares,
      and all securities convertible into Company Shares that are outstanding as
      of
      the Closing Date. 

     

    
      
        
        

      

      
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          3
          -

        
          

        

      

      
        
        

      

    

     

    (c) The
      Company Shares shall be delivered to STF by the Company Stockholders, free
      and
      clear of any and all liens, claims, mortgages, charges, restrictions, pledges,
      security interests, options, leases or subleases, easements, encroachments,
      or
      encumbrances or any other rights or adverse interests of any kind of any third
      Person (collectively, “Liens”).

     

    (d) To
      effect
      the transfers contemplated by this Section
      1.1,
      at the
      Closing, the Company Stockholders shall deliver or cause to be delivered to
      STF,
      against delivery of the consideration therefor in accordance with Section 2.1
      hereof, certificates evidencing all, and not less than all, of the Company
      Shares outstanding as of the Signing Date, with the shares certificates duly
      endorsed in blank [with the signatures of the owners thereof notarized by an
      official notary public or guaranteed by a bank or trust company.

     

    ARTICLE
      II. EXCHANGE
      SHARES

     

    2.1 STF
      Series B-5 Preferred Stock.
      On the
      Closing Date, against delivery of the Company Shares in accordance with
Section
      1.1(d),
      STF
      shall deliver, transfer and assign to the Company Stockholders (pro-rata as
      among each of the Company Stockholders as their respective interests in the
      Company Shares bear to each other, all set forth on Schedule
      2.1
      annexed
      hereto and made a part hereof), an aggregate of 50,000 shares of the Series
      B
      Preferred Stock of STF, to be designated as 6% Series B-5 Convertible Voting
      Preferred Stock (the “STF
      Series B-5 Preferred Stock”).
      The
      Management Stockholders and the Trustee as a group shall be issued 25,500 of
      the
      shares of STF Series B-5 Preferred Stock, and AEP shall be issued 24,500 of
      the
      shares of STF Series B-5 Preferred Stock. The number of shares of STF Series
      B-5
      Preferred Stock to be issued to each of the Management Stockholders is set
      forth
      on Schedule
      2.1
      to this
      Agreement.

     

    2.2 The
      Exchange Shares.
       The
      fifty
      thousand (50,000) shares of STF Series B-5 Preferred Stock are hereinafter
      sometimes collectively referred to as the “Exchange
      Shares.”
Such
      Exchange Shares shall contain the rights privileges and designations set forth
      in the Certificate of Designations of STF Series B-5 Preferred Stock annexed
      hereto as Exhibit
      2.2
      and made
      a part hereof (the “Certificate
      of Designations”).
      

     

    2.3  STF
      Reverse Stock Split. On
      or
      prior to the Closing Date, STF shall effect a one-for-two reverse stock split
      of
      its issued and outstanding shares of Common Stock. 

     

    ARTICLE
      III. CLOSING

     

    3.1 Closing.
      The
      consummation of the exchange of the Company Shares for the Exchange Shares
      and
      the other transactions contemplated by this Agreement (the “Closing”)
      will
      take place at 10:00 a.m. (local time) on a date to be agreed by the Parties,
      which shall be no later than the fifth Business Day after satisfaction or waiver
      of the conditions set forth in Article VII of this Agreement (the "Closing
      Date"),
      at
      the offices of Hodgson Russ LLP, 1540 Broadway, 24th
      Floor,
      New York, New York 10036, counsel to STF, unless another date, time or place
      is
      agreed to in writing by the Parties hereto. In no event, however, shall the
      Closing Date occur after March 31, 2009, unless otherwise mutually agreed upon
      by the Company Stockholders and STF.

     

    3.2 Deliveries
      by the Company Stockholders.
      At or
      prior to the Closing, the Company Stockholders shall deliver to
      STF:

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    (i) Shareholder’s
      list of the Company and stock certificates representing all, and not less than
      all, of the Company Shares, duly endorsed by the record owners in blank,


     

    (ii) Minutes
      of the Shareholders’ meeting of the Company Stockholders approving the transfer
      of the Company Shares;

     

    (iii) the
      minute books of the Company;

     

    (iv) a
      certificate executed by the Company Stockholders to the effect that the
      conditions set forth in Section 7.2 (b) have been satisfied;

     

    (v) possession
      of all originals and copies of agreements, instruments, documents, deeds, books,
      records, files and other data and information within the possession of the
      Company Stockholders or any Affiliate of the Company Stockholders pertaining
      to
      the Company (collectively, the “Records”);
      provided,
      however,
      that
      the Company Stockholders may retain (1) copies of any tax returns and copies
      of
      Records relating thereto; (2) copies of any Records that the Company
      Stockholders is reasonably likely to need for complying with requirements of
      law; and (3) copies of any Records that in the reasonable opinion of the Company
      Stockholders will be required in connection with the performance of their
      obligations under Article VIII hereof; and, provided,
      also,
      that
      all such agreements, instruments, documents, deeds, books, records, files and
      other data and information within the possession the Company Stockholders or
      any
      Affiliate of the Company Stockholders pertaining to the Company which the
      Company is under a legal duty to keep shall be delivered to the Company rather
      than STF; and

     

    (vi) evidence
      satisfactory to STF that the Management Stockholders shall be the only
      authorized signatories with respect to the Company’s various accounts, credit
      lines, safe deposit boxes or vaults;

     

    (vii) duly
      executed copies of the Voting Agreement and the Registration Rights
      Agreement.

     

    3.3   Deliveries
      by STF.
      At or
      prior to the Closing, STF shall deliver to the Company
      Stockholders:

     

    (i) certificates
      evidencing the Exchange Shares pursuant to Section 2.1 hereof;

     

    (ii) evidence
      satisfactory to the Company Stockholders of the filing of the Series A Preferred
      Stock Certificate of Designations with the Secretary of State of the State
      of
      Delaware and the completion of the transactions contemplated pursuant to Section
      2.3 hereof; 

     

    (iii) a
      certificate executed by an authorized officer of STF, on behalf of STF, to
      the
      effect that the conditions set forth in Section 7.1 (b) and (c) have been
      satisfied; 

     

    (iv) the
      Certificate of Designations in the form of Exhibit
      2.2
      annexed
      hereto and made a part hereof; and

     

    (v) duly
      executed copies of the Voting Agreement and the Registration Rights
      Agreement.

     

    
      
        
        

      

      
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          5
          -

        
          

        

      

      
        
        

      

    

     

    3.4 Termination
      in Absence of Closing.

     

    (a) In
      the
      event that a STF Termination Event, or an Algatec Termination Event occurs
      or if
      the Closing has not occurred by the close of business on March 31, 2009, then
      any Party hereto may thereafter terminate this Agreement by written notice
      to
      such effect, to the other Parties hereto, without liability of or to any Party
      to this Agreement or any shareholder, director, officer, employee or
      representative of such Party unless the reason for Closing having not occurred
      is (i) such Party’s willful breach of the provisions of this Agreement, or (ii)
      if all of the conditions to such Party’s obligations set forth in Article VII
      have been satisfied or waived in writing by the date scheduled for the Closing
      pursuant to Section 4.1, the failure of such Party to perform its obligations
      under this Article III on such date; provided,
      however,
      that
      any termination pursuant to this Section 3.4 shall not relieve any Party hereto
      who was responsible for Closing having not occurred as described in clauses
      (i)
      or (ii) above of any liability for (x) such Party’s willful breach of the
      provisions of this Agreement, or (y) if all of the conditions to such Party’s
      obligations set forth in Article VII have been satisfied or waived in writing
      by
      the date scheduled for the Closing pursuant to Section 3.1, the failure of
      such
      Party to perform its obligations under this Article III on such
      date.

     

    (b) Notwithstanding
      the approval of the Board of Directors of STF, this Agreement and the
      transactions contemplated herein may be terminated and abandoned at any time
      on
      or prior to the Closing Date by STF, if any of the following shall have occurred
      (each, a “STF
      Termination Event”):

     

    (i) any
      representation or warranty made herein by the Company Stockholders for the
      benefit of STF, or any certificate, schedule or document furnished by the
      Company or the Company Stockholders to STF pursuant to this Agreement shall
      be
      untrue or incorrect in any material respect and the cause for such incorrectness
      is either not possible to be cured or has not been cured within 20 Business
      Days
      from the Parties becoming aware of such incorrectness; or

     

    (ii) the
      Company, the Company Stockholders or any of their Affiliates shall have
      defaulted in any material respect in the performance of any material obligation
      under this Agreement on their part to be performed and such default is either
      not possible to be cured or has not been cured within 20 Business Days from
      the
      date the Company or the Company Stockholders shall have received notice of
      default from STF of its occurrence; or

     

    (iii) the
      Company or the Company Stockholders shall be subject to a Material Adverse
      Effect; or

     

    (iv) the
      Algatec Financing shall not be consummated by March 31, 2009.

     

    (c) This
      Agreement and the transactions contemplated herein may be terminated and
      abandoned at any time on or prior to the Closing Date by the Company
      Stockholders, if any of the following shall have occurred (each, an
“Algatec
      Termination Event”):

     

    (i) any
      representation or warranty made herein by STF for the benefit of the Company
      Stockholders, or any certificate, schedule or document furnished by STF to
      the
      Company Stockholders pursuant to this Agreement shall be untrue or incorrect
      in
      any material respect and the cause for such incorrectness is either not possible
      to be cured or has not been cured within 20 Business Days from the Parties
      becoming aware of such incorrectness; or

     

    (ii) STF
      or
      any of their Affiliates shall have defaulted in any material respect in the
      performance of any material obligation under this Agreement on their part to
      be
      performed and such default is either not possible to be cured or has not been
      cured within 20 Business Days from the date STF shall have received notice
      of
      default from Algatec or the Company Stockholders; or

     

    
      
        
        

      

      
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          6
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    (iii) STF
      shall
      be subject to a Material Adverse Effect

     

    (iv) in
      the
      event (and only in the event) that STF shall be required by the rules of any
      stock exchange, or otherwise, to call a meeting of STF stockholders (the
“STF
      Stockholders Meeting”)
      to
      approve and ratify this Agreement and the transactions contemplated hereby,
      or
      elect to call such STF Stockholders Meeting, the Board of Directors of STF
      shall
      have (A) failed to make the STF Recommendation, (B) withdrawn the STF
      Recommendation, or (C) modified the STF Recommendation in a manner adverse
      to
      the Company Stockholders; or

     

    (v) the
      Algatec Financing shall not be consummated by March 31, 2009.

     

    ARTICLE
      IV. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY STOCKHOLDERS

     

    Subject
      to the limitations, qualifications and disclosures set forth in this Agreement
      and its Exhibits and Schedules, and the disclosures set forth in the Share
      Purchase Agreement and its Exhibits and Schedules and the disclosures in the
      Due
      Diligence Information, each of AEP, the Trustee and each of the Management
      Stockholders severally (not jointly and severally) represents and warrants
      to
      STF that the following statements and representations are true and correct
      as of
      the Signing Date and on the Closing Date, unless such statement expressly
      indicates that it is or shall be limited in time or made as of only one or
      the
      other of the Signing Date or Closing Date, in which case, such statement and
      representation shall be true and correct only as to the date it was
      made.

     

    For
      the
      purposes of this Agreement, “to the knowledge of the Management Stockholders”
means the actual knowledge (positive
      Kenntnis)
      of any
      one or more of the Management Stockholders. 

     

    4A. By
      AEP. AEP
      represents and warrants to STF, the Trustee and the Management Stockholders
      only
      as to the following and makes no other representations or warranties
      hereunder.

     

    a. AEP
      is
      the record owner of forty-nine (49%) percent of the Share Capital of the
      Company.

     

    b. The
      General Partner of AEP has been expressly authorized and directed by each of
      the
      Limited Partners of AEP to sell and exchange forty-nine (49%) percent of the
      Share Capital of the Company to STF for twenty-four thousand five hundred
      (24,500) shares of the STF Series B-5 Preferred Stock, as contemplated
      hereby.

     

    c. This
      Agreement has been duly executed and delivered by AEP. This Agreement
      constitutes a legal, valid and binding obligation of AEP enforceable in
      accordance with its terms.

     

    4B. By
      the Trustee. The
      Trustee represents and warrants to STF, AEP and the Management Stockholders
      only
      as to the following and makes no other representations and warranties
      hereunder.

     

    a. The
      Trustee is the legal owner of the Company Shares set out next to the Trustee’s
      name in Recital C. 

     

    b: The
      Trustee is holding the Company Shares held by him for the sole benefit of Ruscke
      and/or other Management Stockholders in accordance with trust agreements.


     

    c. This
      Agreement has been duly executed and delivered by the Trustee. This Agreement
      constitutes a legal, valid and binding obligation of the Trustee enforceable
      in
      accordance with its terms.

     

    
      
        
        

      

      
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          7
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    4C. By
      the Management Stockholders.

     

    4.1 Ownership
      of the Sold Shares. 
      Each
      Management Stockholder, upon consummation of the Second Closing (as defined
      under the Share Purchase Agreement) is the legal owner of all Company Shares
      set
      out next to such Management Shareholder’s name in Recital C. The Company Shares
      to be transferred by the Management Stockholders and the Trustee to STF on
      the
      Closing Date will be transferred to STF free and clear of any of any Lien.
      

     

    4.2 Organization
      and Qualification.
      The
      Company is a corporation and Solar Invest is a limited liability company,
      validly existing under the laws of Germany, with full power and authority
      (corporate and other) to own, lease, use and operate its properties and to
      carry
      on its business as and where now owned, leased, used, operated and conducted.
      The Company and Solar Invest are each duly qualified as a foreign
      corporation/limited liability company to do business and in good standing in
      every jurisdiction in which their ownership or use of property or the nature
      of
      the business conducted by them makes such qualification necessary except where
      the failure to be so qualified or in good standing would not have a Material
      Adverse Effect.

     

    4.3 Subsidiaries.
      The
      Company has no Subsidiaries except, as of the Second Closing Date (as defined
      under the Share Purchase Agreement), for Solar Invest. Solar Invest will be,
      as
      of the Second Closing Date (as defined under the Share Purchase Agreement),
      a
      wholly-owned subsidiary of Algatec. The shares held by Algatec in Solar Invest
      as of the Second Closing Date (as defined under the Share Purchase Agreement)
      will be owned free and clear of any Liens.

     

    4.4 Authorization;
      Enforcement.
      The
      Management Stockholders, the Trustee and the Company have all requisite
      corporate (or other) power and authority, to enter into and perform and/or
      deliver this Agreement and to consummate the transactions contemplated hereby.
      The execution and delivery of this Agreement by Algatec and the consummation
      of
      the transactions contemplated hereby have been duly authorized by the Algatec
      Management Board and by all of the Management Stockholders. This Agreement
      has
      been duly executed and delivered by each of the Trustee, Algatec and each of
      the
      Management Stockholders. This Agreement constitutes, a legal, valid and binding
      obligation of the Trustee, the Management Stockholders and Algatec enforceable
      against each of them in accordance with their terms.

     

    4.5 Issuance
      of Company Shares.
      The
      Company Shares are duly authorized, validly issued, fully paid and
      non-assessable, and free from all Liens and are not subject to preemptive rights
      or other similar rights of shareholders of the Company and will not impose
      personal liability upon the holder thereof.

     

    
      
        
        

      

      
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    4.6 No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by those of the Trustee,
      the Management Stockholders and Company and the consummation of the transactions
      contemplated hereby will not (i) conflict with or result in a violation of
      any
      provision of the Company Articles of Association, or (ii), to the knowledge
      of
      the Management Stockholders, violate or conflict with, or result in a breach
      of
      any provision of, or constitute a default (or an event which with notice or
      lapse of time or both could become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation of, any agreement
      or instrument to which the Company, Trend Capital KG or Solar Invest is a Party
      or is otherwise bound or is a beneficiary, or (iii) to the knowledge of the
      Management Stockholders, result in a violation of any law, rule, regulation,
      order, judgment or decree (including federal, state and foreign securities
      laws
      and regulations and regulations of any self-regulatory organizations to which
      Company, Trend Capital KG or Solar Invest or their its securities are subject)
      applicable to Company, Trend Capital KG or Solar Invest or by which any property
      or asset of any of Company, Trend Capital KG or Solar Invest is bound or
      affected (except for such conflicts, defaults, terminations, amendments,
      accelerations, cancellations and violations as would not, individually or in
      the
      aggregate, have a Material Adverse Effect). None of Company, Trend Capital
      KG or
      Solar Invest is in violation of its articles of association and, to the
      knowledge of the Management Stockholders, none of them is in default (and no
      event has occurred which with notice or lapse of time or both could put the
      any
      of them in default) under, and, to the knowledge of the Management Stockholders,
      none of Company, Trend Capital KG and Solar Invest have taken any action or
      failed to take any action that would give to others any rights of termination,
      amendment, acceleration or cancellation of, any agreement, indenture or
      instrument to which any of them is a Party or by which any property or assets
      of
      any of them is bound or affected, except for possible defaults as would not,
      individually or in the aggregate, have a Material Adverse Effect. To the
      knowledge of the Management Stockholders, the businesses of Company, Trend
      Capital KG and Solar Invest are not being conducted in violation of any law,
      ordinance or regulation of any governmental entity material to the business
      of
      such entity, except where violation thereof would not reasonably be expected
      to
      have a Material Adverse Effect. Except as specifically contemplated by this
      Agreement and as required under any applicable laws of the Federal Republic
      of
      Germany, none of the Trustee, the Management Stockholders, Company or Solar
      Invest is required to obtain any consent, authorization or order of, or make
      any
      filing or registration with, any court, governmental agency, regulatory agency,
      self regulatory organization or stock market, in order for the execution,
      delivery or performance of any of its obligations under this Agreement in
      accordance with the terms hereof.

     

    4.7 Accuracy
      of Recital Representations and Warranties. As
      of the
      Signing Date (subject to the transactions contemplated in the Share Purchase
      Agreement), the statements in the Recitals under paragraphs A and C through
      G
      are true and correct.

     

    4.8 Financial
      Information.
      Prior to
      the Signing Date, STF has been furnished with (i) the balance sheets and
      statements of operations of (y) Trend Capital KG as at December 31, 2006, and
      December 31, 2007, and (z) Solar Invest as at December 31, 2006, and for the
      respective fiscal years then ended (the “Audited
      Financial Statements”)
      and
      (ii) (y) an interim balance sheet and statements of operations of Trend Capital
      KG (the headings of which erroneously refer to Algatec) as at June 30, 2008
      and
      for the six month period then ended and (z) earnings statements (betriebswirtschaftliche
      Auswertungen)
      of
      Solar Invest and Trend Capital KG as at September 30, 2008, and for the nine
      month period then ended (the “Unaudited
      Financial Statements”
and
      together with the Audited Financial Statements, the “Financial
      Statements”)
      which
      are attached hereto as Exhibit
      4.8 The
      Audited Financial Statements and, to the knowledge of the Management
      Stockholders, the Unaudited Financial Statements fairly represent in all
      material respects the financial position of the respective entity as at such
      dates and the results of its operations for the periods then ended. The Audited
      Financial Statements and, to the knowledge of the Management Stockholders,
      the
      Unaudited Financial Statements were prepared in all material respects, in
      accordance with German GAAP applied on a consistent basis with prior periods,
      except that the Unaudited Financial Statements may not include all notes
      normally included under such generally accepted accounting principles. To the
      knowledge of the Management Stockholders, the
      books
      of account and other financial records of the Company,
      Solar
      Invest and Trend Capital KG are
      complete and correct in all material respects and are maintained in accordance
      with good business and accounting practices. 

     

    4.9 Absence
      of Certain Changes.
      Since
      September 30, 2008 and unless otherwise disclosed by the Management Stockholders
      to STF prior to the Closing Date, there has been no material adverse change
      and
      no
      material adverse development in the assets, liabilities, business, properties,
      operations, financial condition, results of operations or prospects of the
      Algatec Group, when taken as a consolidated whole, provided, however, that
      none
      of the following shall be deemed a material adverse change: (i) events or
      changes in general economic conditions and in particular the development of
      the
      financial and credit markets, (ii) events or changes generally affecting
      companies in the industries in which the Algatec Group operates, (iii) changes
      in legislation and the regulatory environment, and (iv) developments, changes
      or
      disruptions attributable (wholly or in part) to the announcement of this
      Agreement or the transactions contemplated hereby or to any action by AEP or
      STF.

     

    
      
        
        

      

      
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    4.10 Absence
      of Litigation.
      Except
      as set forth in Exhibit
      4.10,
      unless
      otherwise disclosed by the Management Stockholders prior to the Second Closing
      Date there is no action, suit, claim, proceeding, inquiry or investigation
      before or by any Government Agency, self-regulatory organization or body pending
      or, to the knowledge of the Management Stockholders, threatened against or
      affecting any of the Company, Solar Invest or Trend Capital KG, or affecting
      their respective officers or directors in their capacity as such, that is
      reasonably to be expected to result in a Material Adverse Effect. None of the
      Management Stockholders has knowledge of any facts or circumstances which would
      reasonably be expected to give rise to any of the foregoing.

     

    4.11 Patents,
      Copyrights, Trademarks.
      The
      Algatec Group, when taken as a consolidated whole, owns or possesses the
      requisite licenses or rights to use all material patents, patent applications,
      patent rights, inventions, know-how, trade secrets, trademarks, trademark
      applications, service marks, service names, trade names and copyrights
      (“Intellectual
      Property”)
      necessary to enable it to conduct its business as now operated in all material
      respects; there is, as of the Signing Date, no claim or action by any Person
      pertaining to, or proceeding pending, or to the knowledge of any of the
      Management Stockholders threatened, which challenges the right of the Algatec
      Group with respect to any Intellectual Property necessary to enable it to
      conduct its business as now operated (and, to the knowledge of the Management
      Stockholders, as presently contemplated to be operated in the future); to the
      knowledge of the Management Stockholders, neither the current and intended
      products, services and processes of the Algatec Group infringe on any
      Intellectual Property or other rights held by any Person; and none of the
      Company Stockholders has knowledge of any facts or circumstances which might
      give rise to any of the foregoing. 

     

    4.12 Tax
      Status.
      Each of
      the Company, Solar Invest and Trend Capital KG have made or filed all federal,
      state and foreign income and all other tax returns, reports and declarations
      required by any jurisdiction to which it is subject when due and has paid all
      taxes and other governmental assessments and charges that are material in
      amount, shown or determined to be due on such returns, reports and declarations,
      when due, except those being contested in good faith and has set aside on its
      Financial Statements provisions reasonably adequate for the payment of all
      taxes
      for periods subsequent to the periods to which such returns, reports or
      declarations apply. There are no unpaid taxes in any material amount claimed
      to
      be due by the taxing authority of any jurisdiction. None of the Algatec Group
      have executed a waiver with respect to the statute of limitations relating
      to
      the assessment or collection of any tax. None of the Corporation’s tax returns
      is presently being audited by any taxing authority.

     

    4.13 Permits;
      Compliance.
      Each of
      the Company, Solar Invest and Trend Capital KG are in possession of all
      franchises, grants, authorizations, licenses, permits, consents, certificates,
      approvals and orders necessary to own, lease and operate its properties and
      to
      carry on its business as it is now being conducted (collectively, the
“Permits”),
      except where the absence of a Permit would not reasonably be expected to result
      in a Material Adverse Effect, and there is, as of the Signing Date, no action
      pending or, to the knowledge of the Management Stockholders, threatened
      regarding suspension or cancellation of any of the Permits, except where such
      suspension or cancellation would not reasonably be expected to result in a
      Material Adverse Effect. To the knowledge of the Company Stockholders, none
      of
      the Company, Solar Invest and Trend Capital KG is in material conflict with,
      or
      in material default or violation of, any of the Permits, except for any such
      conflicts, defaults or violations which, individually or in the aggregate,
      would
      not reasonably be expected to have a Material Adverse Effect. Since September
      30, 2008, none of the Company, Solar Invest and Trend Capital KG have received
      any notification with respect to possible violations of applicable laws, except
      for notices relating to possible violations, which would not reasonably be
      expected to have a Material Adverse Effect. 

     

    
      
        
        

      

      
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    4.14 Environmental
      Matters.
      To the
      knowledge of the Management Stockholders, there are, with respect to the
      Company, Solar Invest and Trend Capital KG, no past or present violations of
      Environmental Laws (as defined below), releases of any material into the
      environment, actions, activities, circumstances, conditions, events, incidents,
      or contractual obligations which may give rise to any liability under any
      Environmental Laws of Germany or of other countries in which the Company, Solar
      Invest and Trend Capital KG conduct business, and none of them has received
      any
      notice with respect to any of the foregoing, nor is, as of the Signing Date,
      any
      action pending or, to the knowledge of the Management Stockholders, threatened
      in connection with any of the foregoing. The term “Environmental
      Laws”
means
      all laws relating to pollution or protection of human health or the environment
      (including, without limitation, ambient air, surface water, groundwater, land
      surface or subsurface strata), including, without limitation, laws relating
      to
      emissions, discharges, releases or threatened releases of chemicals, pollutants
      contaminants, or toxic or hazardous substances or wastes (collectively,
“Hazardous
      Materials”)
      into
      the environment, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Materials, as well as all authorizations, codes, decrees, demands
      or
      demand letters, injunctions, judgments, licenses, notices or notice letters,
      orders, permits, plans or regulations issued, entered, promulgated or approved
      thereunder. Other than those that are or were stored, used or disposed of in
      compliance with applicable law, to the knowledge of the Management Stockholders,
      no Hazardous Materials are contained on or about any real property currently
      owned, leased or used by any of the Algatec Group, and no Hazardous Materials
      were released on or about any real property previously owned, leased or used
      the
      Company, Solar Invest and Trend Capital KG during the period the property was
      owned, leased or used by such entity, except in the normal course of their
      businesses. There are no underground storage tanks on or under any real property
      owned, leased or used by the Company, Solar Invest and Trend Capital KG that
      are
      not in compliance with applicable law. 

     

    4.15 Title
      to Property.
      The
      Algatec Group, when taken as a consolidated whole, has good and marketable
      title
      to all real property
      or holds
      under valid leases or other rights to use all real property, plants, machinery
      and equipment necessary for the conduct of its business as presently
      conducted,
      and has
      good and marketable title to all personal property owned by it which is material
      to its business, in each case free and clear of all Liens and defects except
      such as would not have a Material Adverse Effect. Any real property and
      facilities held under lease by the Company, Solar Invest or Trend Capital KG
      are
      held by them under valid, subsisting and enforceable leases with such exceptions
      as would not have a Material Adverse Effect.

     

    4.16 Insurance.
      The
      Company, Solar Invest or Trend Capital KG are insured by insurers of recognized
      financial responsibility against such losses and risks, including casualty
      and
      liability insurance, and in such amounts as the Company Stockholders believe
      to
      be prudent and customary in the Algatec Business. None of the Company
      Stockholders have any reason to believe that the Algatec Group will not be
      able
      to renew its existing insurance coverage as and when such coverage expires
      or to
      obtain similar coverage from similar insurers as may be necessary to continue
      such businesses at a cost that would not have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    4.17 Material
      Contracts.
      The
      Company has furnished to STF or its representatives true and complete copies
      of
      all of the material contracts, agreements and purchase orders to which the
      Company, Solar Invest or Trend Capital KG is a party as of the Signing Date
      (except for such contracts which are verbal contracts), all of which are listed
      on Schedule
      4.17
      hereto
      (collectively, the “Algatec
      Material Contracts”).
      Unless otherwise disclosed by the Management Stockholders prior to the Closing
      Date, all such Algatec Material Contracts, including without limitation, the
      Q-Cells Agreement and the Komax Purchase Order, are in full force and effect
      and
      no event has occurred, which with the passage of time, the giving of notice
      or
      both, would constitute a default or event of default by the Company, Solar
      Invest or Trend Capital KG thereunder, or to the knowledge of the Management
      Stockholders, the other parties thereto. None of the Management Stockholders
      has
      been advised (orally or in writing) or has any reason to believe that Q-Cells
      Solar AG will not renew the Q-Cells Agreement for the calendar year ending
      December 31, 2010.

     

    4.18 Product
      Warranties.
      Except
      as
      would not reasonably be expected to result in a Material Adverse Effect, since
      September 30, 2008 no claims have been alleged or to the knowledge of the
      Management Stockholder threatened under or pursuant to any warranty, whether
      express or implied, on products or services sold by the Company. Except as
      would
      not reasonably be expected to result in a Material Adverse Effect, since
      September 30, 2008 no claims have been alleged and to the knowledge of the
      Management Stockholders there is no basis for any claim against the Company
      for
      injury to persons, animals or property as a result of the sale, distribution
      or
      manufacture of any product or performance of any service by the Company,
      including, but not limited to, claims arising out of the defective or unsafe
      nature of its products or services. 

     

    4.19 Transactions
      With Affiliates.
      Except
      as set forth on Schedule
      4.19
      and
      except for normal advances to employees consistent with past practices, payment
      of compensation for employment to employees, and participation in scheduled
      pension or related benefit plans or programs by employees, the Algatec Group
      is
      not engaged in any significant transaction with any of the Management
      Stockholders of their Affiliates. Except as set forth on Schedule
      4.19,
      neither
      the Management Stockholders, nor any of their Affiliates is indebted to the
      Algatec Group for money borrowed or other loans or advances, and the Algatec
      Group is not indebted to any such Affiliate.

     

    4.20 Budgets
      and Forecasts.
      Although
      the Management Stockholders (while not making any representation or warranty
      in
      this respect) believe that the budgets and forecasts submitted to STF with
      respect to potential revenues and earnings for fiscal 2008, 2009 and 2010 are
      reasonable and achievable (subject to consummation of the Algatec Financing
      by
      the end of 2008), STF recognizes that budgets and forecasts are subject to
      changes or adverse events affecting the Algatec Business, some of which may
      be
      beyond the control of Algatec and the Management Stockholders. Accordingly,
      subject only to the representations warranties, covenants and indemnities of
      the
      Management Stockholders expressly contained in this Agreement, STF confirms
      that
      in deciding on the acquisition of the Company Shares in exchange for the
      Exchange Shares it has not relied on nor will it make any claim against the
      Management Stockholders the Trustee, Algatec, Solar Invest or Trend Capital
      KG
      or any other person in respect of (i) any budget, forecast, estimate or other
      projection of any nature (in particular of projections of future revenues,
      future results of operations, future cash flows, future financial condition
      or
      the future business operations (or any underlying components thereof), or (ii)
      any other information with respect to the Algatec Business (in particular the
      Due Diligence Information) made available to the Partnership or its advisers
      prior to the Signing Date.

     

    ARTICLE
      V. REPRESENTATIONS
      AND WARRANTIES OF STF

     

    For
      the
      purposes of this Agreement, “to the knowledge of STF” means the actual knowledge
      (positive
      Kenntnis),
      of any
      one or more of the Chief Executive Officer, Chairman and Chief Financial Officer
      of STF. STF hereby represents and warrants to the Company and the Company
      Stockholders that: 

     

    
      
        
        

      

      
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    5.1 Corporate
      Existence and Qualification.
      STF is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Delaware. STF has the corporate power to own, manage,
      lease
      and hold its Properties and to carry on its business as and where such
      Properties are presently located and such business is presently conducted;
      and
      STF is qualified to do business as a foreign corporation and in good standing
      in
      each jurisdiction in which it is required by law to be so qualified or in good
      standing.

     

    5.2 Authority,
      Approval and Enforceability.
      This
      Agreement has been duly executed and delivered by STF, and each of STF have
      all
      requisite power and legal capacity to execute and deliver this Agreement and
      all
      Exhibits executed and delivered or to be executed and delivered in connection
      with the transactions provided for hereby, to consummate the transactions
      contemplated hereby and by the Exhibits, and to perform their obligations
      hereunder and under the Exhibits. This Agreement and each Exhibit to which
      STF
      is a Party constitutes, or upon execution and delivery will constitute, the
      legal, valid and binding obligation of STF, enforceable in accordance with
      its
      terms, except as such enforcement may be limited by general equitable principles
      or by applicable bankruptcy, insolvency, moratorium, or similar laws and
      judicial decisions from time to time in effect which affect creditors’ rights
      generally. 

     

    5.3 No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by STF and the
      consummation of the transactions contemplated hereby and thereby will not (i)
      conflict with or result in a violation of any provision of the organizational
      documents of STF, or (ii), to the knowledge of the STF, violate or conflict
      with, or result in a breach of any provision of, or constitute a default (or
      an
      event which with notice or lapse of time or both could become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of, any agreement or instrument to which STF or its Subsidiaries
      is
      a Party or is otherwise bound or is a beneficiary, or (iii) result in a
      violation of any law, rule, regulation, order, judgment or decree (including
      federal, state and foreign securities laws and regulations and regulations
      of
      any self-regulatory organizations to which the STF or its Subsidiaries or their
      securities are subject) applicable to STF or its Subsidiaries or by which any
      property or asset of any of STF or its Subsidiaries is bound or affected (except
      for such conflicts, defaults, terminations, amendments, accelerations,
      cancellations and violations as would not, individually or in the aggregate,
      have a Material Adverse Effect). None of STF or its Subsidiaries is in violation
      of its articles of association and, to the knowledge of STF, none of them is
      in
      default (and no event has occurred which with notice or lapse of time or both
      could put the any of them in default) under, and, to the knowledge of STF,
      none
      of STF and its Subsidiaries have taken any action or failed to take any action
      that would give to others any rights of termination, amendment, acceleration
      or
      cancellation of, any Contract to which any of them is a party or by which any
      property or assets of any of them is bound or affected, except for possible
      defaults as would not, individually or in the aggregate, have a Material Adverse
      Effect. To the knowledge of STF, the business of STF and its Subsidiaries is
      not
      being conducted in violation of any law, ordinance or regulation of any
      governmental entity material to the business of such entity, except where
      violation thereof would not reasonably be expected to have a Material Adverse
      Effect. Except as specifically contemplated by this Agreement and as required
      under any applicable laws (and disclosed on Schedule
      5.3
      hereto),
      STF is not required to obtain any consent, authorization or order of, or make
      any filing or registration with, any Governmental Agency, self regulatory
      organization or stock market, in order for the execution, delivery or
      performance of any of its obligations under this Agreement in accordance with
      the terms hereof or thereof.

     

    
      
        
        

      

      
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    5.4 The
      STF Shares and Corporate Records.

     

    (a) The
      authorized, issued and outstanding shares of capital stock of STF are set forth
      in paragraph H of the Recitals hereto. The STF Shares are free and clear of
      all
      Liens. Except as set forth in paragraph H of the Recitals hereto, there are
      no
      shares of capital stock or other equity securities of STF authorized, issued
      or
      outstanding. No shares of common stock or other capital shares or equity
      securities are held in STF’s treasury. 

     

    (b) All
      of
      the outstanding STF Shares are duly authorized, validly issued, fully paid
      and
      non-assessable and were not issued in violation of any: (i) preemptive or other
      rights of any Person to acquire securities of STF, or (ii) applicable United
      States securities laws. Except as set forth in the STF Public Filings, there
      are
      no outstanding subscriptions, options, convertible securities, rights
      (preemptive or otherwise), warrants, calls or agreements relating to any of
      the
      STF Shares or other shares of capital stock or other securities of STF. The
      Exchange Shares and the STF Conversion Shares to be issued pursuant to this
      Agreement and the Certificate of Designations will be duly authorized, validly
      issued, fully paid and non-assessable and will not be subject to preemptive
      rights created by statute, STF’s organizational documents or any agreement to
      which STF is a party or by which it is bound and will be free and clear of
      all
      Liens other than those arising from acts of the Company Stockholders.


     

    (c) The
      copies of the Certificate of Incorporation and Bylaws of STF provided to the
      Company Stockholders are true, accurate, and complete and reflect all amendments
      made through the Signing Date. STF’s stock and minute books made available to
      the Company Stockholders for review were correct and complete as of the date
      of
      such review, no further entries have been made through the date of this
      Agreement, and such minute books contain an accurate record of all shareholder
      and corporate actions of the shareholders and directors (and any committees
      thereof) of STF taken by written consent or at a meeting since inception. All
      corporate actions taken by STF have been duly authorized or ratified. All
      accounts, books, ledgers and official and other records of STF fairly and
      accurately reflect all of STF’s transactions, Properties, assets and
      liabilities.

     

    (d) STF
      does
      not own, directly or indirectly, any outstanding voting securities of or other
      interests in any other Person.

     

    (e) Other
      than (i) the outstanding Common Stock and the STF Series B Preferred Stock,
      as
      set forth in paragraph H of the Recitals hereto, (ii) outstanding warrants
      to
      purchase up to 12,000,000 shares of Common Stock at exercise prices ranging
      from
      $2.20 to $3.30 per share, (iii) such other securities issued and outstanding
      as
      disclosed on STF’s Form 10-Q Quarterly Report for the fiscal quarter ended June
      30, 2008 (a true and complete copy of which has been furnished to the Management
      Stockholders), and (iv) as set forth on Schedule
      5.4
      hereto,
      (A) there are no securities outstanding which give the holder or any other
      Person a right to convert such security into, or otherwise receive STF Common
      Stock Shares; and (B) STF is not a party to any Contract under which any Person
      has a right to receive STF Common Stock. 

     

    5.5 No
      Defaults.
      Except
      as otherwise set forth in the STF Public Filings or on Schedule
      5.5
      hereto,
      STF nor any of its Subsidiaries are in violation of any provision of law or
      any
      judgment, award or decree or any indenture, agreement or other instrument to
      which STFand/or any of its Subsidiaries is a Party, or by which the properties
      or assets of STF or any of its Subsidiaries are bound or affected, or in
      conflict with, or breach of or default under, any such indenture, agreement
      or
      other instrument, in each case except to the extent that such violation, default
      or breach would not reasonably be expected to delay or otherwise significantly
      impair the ability of the Parties to consummate the transactions contemplated
      hereby.

     

    
      
        
        

      

      
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    5.6 No
      Defaults or Consents.
      Except
      as otherwise set forth in the STF Public Filings or on Schedule
      5.6
      attached
      hereto, neither the execution and delivery of this Agreement or the Exhibits
      by
      STF nor the carrying out of any of the transactions contemplated hereby or
      thereby by STF will, to the knowledge of STF:

     

    (i) violate
      or conflict with any of the terms, conditions or provisions of the
      organizational documents of STF;

     

    (ii) violate
      any Legal Requirements applicable to STF; 

     

    (iii) violate,
      conflict with, result in a breach of, constitute a default under (whether with
      or without notice or the lapse of time or both), or accelerate or permit the
      acceleration of the performance required by, or give any other Party the right
      to terminate, any Contract or Permit binding upon or applicable to
      STF;

     

    (iv) result
      in
      the creation of any Lien on any Properties of STF; or

     

    (v) require
      either of STF to obtain or make any waiver, consent, action, approval or
      authorization of, or registration, declaration, notice or filing with, any
      private non-governmental third Party or any Governmental Authority.

     

    5.7 No
      Proceedings.
      Except
      as set forth in STF’s Public Filings, no suit, action or other proceeding is
      pending or, to the knowledge of STF, threatened by or before any Governmental
      Authority (i) that would be material to the business of STF, or (ii) seeking
      to
      restrain STF or prohibit their entry into this Agreement or prohibit the
      Closing, or seeking damages against STF or its Properties as a result of the
      consummation of this Agreement. 

     

    5.8 Financial
      Statements; Liabilities; Accounts Receivable;
      Inventories.

     

    (a) Prior
      to
      the Signing Date, pursuant to the STF Public Filings, the Company Stockholders
      have been furnished with the balance sheets and statements of operations of
      STF
      as at December 31, 2006 and December 31, 2007 and for the respective fiscal
      year
      then ended (the “STF
      Audited Financial Statements”)
      and
      balance sheets and statements of operations of STF as at June 30, 2008, and
      for
      the six month period then ended (the “STF
      Unaudited Financial Statements”
and
      together with the STF Audited Financial Statements,” the “STF
      Financial Statements”);
      all
      of which are set forth in the STF Public Filings. The
      STF
      Financial Statements fairly represent in all material respects the financial
      position of the respective entity as at such dates and the results of its
      operations for the periods then ended. The
      STF
      Financial Statements were prepared in all material respects, in accordance
      with
United
      States generally accepted accounting principles (“GAAP”)
      applied on a consistent basis throughout the periods indicated (except as may
      be
      indicated in the notes thereto), each presented, or will present, fairly the
      consolidated financial position, results of operations and cash flows of STF
      and
      the consolidated subsidiaries of STF as of the respective dates thereof and
      for
      the respective periods indicated therein (subject, in the case of unaudited
      statements, to normal year-end adjustments which are not material in amount
      or
      kind) and each complied, or will comply, as to form in all material respects
      with applicable accounting requirements and the published rules and regulations
      of the SEC with respect thereto. Except to the extent set forth in the STF
      Public Filings, no report of auditors in such STF Public Filings has been
      withdrawn or modified. 

     

    
      
        
        

      

      
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    (b) Since
      January 1, 2005, STF has duly and timely filed with or furnished to the U.S.
      Securities and Exchange Commission (the “SEC”)
      all
      STF Public Filings. Except as disclosed therein, each of the STF Public Filings,
      at the time of its filing or furnishing and, to the extent applicable, its
      effective date or, in the case of a proxy or information statement, its mailing
      date, complied in all material respects, and each STF Public Filing to be filed
      or furnished after the date hereof, shall comply in all material respects with
      the requirements of the 33 Act, the 34 Act and the Sarbanes-Oxley Act of 2002
      and the rules and regulations of the SEC promulgated thereunder and other
      federal, state and local laws, rules and regulations applicable to such
      documents, and did not, at the time filed or furnished, and, to the extent
      applicable, its effective date or, in the case of a proxy or information
      statement, its mailing date, and will not, if filed or furnished subsequent
      to
      the date hereof, contain any untrue statement of a material fact or omit to
      state any material fact required to be stated therein or necessary in order
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading. As of the date hereof, there are no outstanding or
      unresolved comments in the comment letters received from the staff of the SEC
      with respect to the STF Public Filings. None of STF’s subsidiaries is required
      to file periodic reports with the SEC pursuant to the 34 Act.

     

    (c) STF
      and
      its subsidiaries have implemented and maintain a system of internal accounting
      controls sufficient to provide reasonable assurances regarding the reliability
      of financial reporting and the preparation of financial statements in accordance
      with GAAP. STF (i) has implemented and maintains disclosure controls and
      procedures (as defined in Rule 13a-15(e) of the 34 Act) to ensure that material
      information relating to STF, including its consolidated subsidiaries, is made
      known to the Chief Executive Officer and the Chief Financial Officer of STF
      by
      others within those entities, and (ii) has disclosed, based on its most recent
      evaluation prior to the date of this Agreement, to STF’s outside auditors and
      the audit committee of STF’s Board of Directors (A) any significant deficiencies
      and material weaknesses in the design or operation of internal controls over
      financial reporting (as defined in Rule 13a-15(f) of the 34 Act) that would
      be
      reasonably likely to materially and adversely affect STF’s ability to record,
      process, summarize and report financial information and (B) any fraud, whether
      or not material, that involves management or other employees who have a
      significant role in STF’s internal controls over financial reporting. A true,
      correct and complete summary of any such disclosures made by management to
      STF’s
      auditors and audit committee have been made available to the Company
      Stockholders.

     

    (d) Except
      for (i) trade payables and accrued expenses incurred in the ordinary course
      of
      business, none of which are material, (ii) executory contract obligations under
      Contracts listed on Schedule
      5.12,
      and
      (iii) the liabilities set forth in the STF Public Filings or on Schedule
      5.8,
      STF
      does not have any liabilities or obligations (whether accrued, absolute,
      contingent, known or otherwise, and whether or not of a nature required to
      be
      reflected or reserved against in a balance sheet in accordance with GAAP).
      

     

    (e) Except
      as
      otherwise set forth in the STF Public Filings or on Schedule
      5.8,
      the
      accounts receivable reflected on the September 30, 2008 balance sheet included
      in the STF Financial Statements referenced in Section 5.8(b) and all of STF’s
      accounts receivable arising since June 30, 2008 (the “Balance
      Sheet Date”)
      arose
      from bona fide transactions in the ordinary course of business, and the goods
      and services involved have been sold, delivered and performed to the account
      obligors, and no further filings (with governmental agencies, insurers or
      others) are required to be made, no further goods are required to be provided
      and no further services are required to be rendered in order to complete the
      sales and fully render the services and to entitle STF to collect the accounts
      receivable in full. Except as set forth in the STF Public Filings or on
Schedule
      5.8,
      no such
      account has been assigned or pledged to any other Person, and no defense or
      set-off to any such account has been asserted by the account obligor or exists.
      

     

    
      
        
        

      

      
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    (f) Except
      as
      otherwise set forth in the STF Public Filings or on Schedule
      5.8,
      the
      Inventory of STF as of the Signing Date consists and as of the Closing Date
      consists of items of a quality, condition and quantity consistent with normal
      seasonally-adjusted Inventory levels of STF are and shall be usable and saleable
      in the ordinary and usual course of business for the purposes for which
      intended. Except as otherwise set forth in the STF Public Filings or on
Schedule
      5.8,
      STF’s
      Inventory is valued on STF’s books of account in accordance with GAAP (on an
      average cost basis) at the lower of cost or market, and the value of obsolete
      materials, materials below standard quality and slow-moving materials have
      been
      written down in accordance with GAAP.

     

    (g) Except
      as
      provided under the provisions of the agreements described in the STF Public
      Filings or on Schedule
      5.8,
      STF has
      and will have as of the Closing Date legal and beneficial ownership of its
      Properties, free and clear of any and all Liens and such Properties are
      sufficient for STF to conduct its business.

     

    5.9 Absence
      of Certain Changes.

     

    (a) Except
      as
      otherwise set forth in the STF Public Filings or on Schedule
      5.9(a)
      attached
      hereto, since the Balance Sheet Date, to the knowledge of STF, there has not
      been:

     

    (i) any
      event, circumstance or change that had or might have a material adverse effect
      on the business, operations, prospects, Properties, financial condition or
      working capital of STF;

     

    (ii) any
      damage, destruction or loss (whether or not covered by insurance) that had
      or
      might have a material adverse effect on the business, operations, prospects,
      Properties or financial condition of STF; or

     

    (iii) any
      material adverse change in STF’s sales patterns, pricing policies, accounts
      receivable or accounts payable.

     

    (b) Except
      as
      otherwise set forth in Schedule
      5.9(b)
      attached
      hereto, since the Balance Sheet Date, STF has not done any of the
      following:

     

    (i) merged
      into or with or consolidated with, any other Person or acquired the business
      or
      assets of any Person;

     

    (ii) purchased
      any securities of any Person;

     

    (iii) created,
      incurred, assumed, guaranteed or otherwise become liable or obligated with
      respect to any indebtedness, or made any loan or advance to, or any investment
      in, any Person, except in each case in the ordinary course of
      business;

     

    (iv) made
      any
      change in any existing election, or made any new election, with respect to
      any
      tax law in any jurisdiction which election could have an effect on the tax
      treatment of STF or STF’s business operations; 

     

    (v) entered
      into, amended or terminated any material agreement;

     

    (vi) sold,
      transferred, leased, mortgaged, encumbered or otherwise disposed of, or agreed
      to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any
      Properties except (i) in the ordinary course of business, or (ii) pursuant
      to
      any agreement specified in the STF Public Filings or on Schedule
      5.9(b)(vi);

     

    
      
        
        

      

      
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    (vii) settled
      any claim or litigation, or filed any motions, orders, briefs or settlement
      agreements in any proceeding before any Governmental Authority or any
      arbitrator; 

     

    (viii) incurred
      or approved, or entered into any agreement or commitment to make, any
      expenditures in excess of $5,000 (other than those arising in the ordinary
      course of business or those required pursuant to any agreement specified in
      the
      STF Public Filings or on Schedule
      5.9(b)(viii);

     

    (ix) maintained
      its books of account other than in the usual, regular and ordinary manner in
      accordance with GAAP and on a basis consistent with prior periods or made any
      change in any of its accounting methods or practices that would be required
      to
      be disclosed under GAAP;

     

    (x) adopted
      any Benefit Program, or granted any increase in the compensation payable or
      to
      become payable to directors, officers or employees (including, without
      limitation, any such increase pursuant to any bonus, profit-sharing or other
      plan or commitment), other than merit increases to non-officer employees in
      the
      ordinary course of business and consistent with past practice;

     

    (xi) suffered
      any extraordinary losses or waived any rights of material value;

     

    (xii) made
      any
      payment to any Affiliate or forgiven any indebtedness due or owing from any
      Affiliate to STF;

     

    (xiii) (A)
      liquidated Inventory or accepted product returns other than in the ordinary
      course, (B) accelerated receivables, (C) delayed payables, or (D) changed in
      any
      material respect STF’s practices in connection with the payment of payables
      and/or the collection of receivables;

     

    (xiv) engaged
      in any one or more activities or transactions with an Affiliate or outside
      the
      ordinary course of business;

     

    (xv) declared,
      set aside or paid any dividends, or made any distributions or other payments
      in
      respect of its equity securities, or repurchased, redeemed or otherwise acquired
      any such securities;

     

    (xvi) amended
      its charter or bylaws;

     

    (xvii) issued
      any capital stock or other securities, or granted, or entered into any agreement
      to grant, any options, convertible rights, other rights, warrants, calls or
      agreements relating to its capital stock; or

     

    (xviii) committed
      to do any of the foregoing.

     

    5.10 Insurance.
      The
      insurance policies taken out by STF are sufficient for compliance by STF with
      all applicable Legal Requirements and all material Contracts. None of the
      insurance carriers has indicated to STF an intention to cancel any such policy
      or to materially increase any insurance premiums (including, without limitation,
      workers’ compensation premiums), or that any insurance required to be listed on
Schedule
      5.10
      will not
      be available in the future on substantially the same terms as currently in
      effect. STF has no claim pending or anticipated against any of its insurance
      carriers under any of such policies and, to the knowledge of STF, there has
      been
      no actual or alleged occurrence of any kind which could reasonably be expected
      to give rise to any such claim. During the prior three years, all notices
      required to have been given by STF to any insurance STF have been timely and
      duly given, and no insurance STF has asserted that any claim is not covered
      by
      the applicable policy relating to such claim.

     

    
      
        
        

      

      
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    5.11 Compliance
      with Laws.
      Except
      as otherwise set forth in the STF Public Filings or on Schedule
      5.11,
      to the
      knowledge of STF, it is and has been in compliance in all respects with any
      and
      all Legal Requirements applicable to STF, other than failures to so comply
      that
      would not have a Material Adverse Effect. Except as otherwise set forth in
      the
      STF Public Filings or on Schedule
      5.11,
      STF (x)
      has not received or entered into any citations, complaints, consent orders,
      compliance schedules, or other similar enforcement orders or received any
      written notice from any Governmental Authority or any other written notice
      that
      would indicate that there is not currently compliance with all such Legal
      Requirements, except for failures to so comply that would not have a Material
      Adverse Effect, and (y) is not in default under, and no condition exists
      (whether covered by insurance or not) that with or without notice or lapse
      of
      time or both would constitute a default under, or breach or violation of, any
      Legal Requirement or Permit applicable to STF, which default would have a
      Material Adverse Effect. Without limiting the generality of the foregoing,
      STF
      has not received notice of and there is no basis for, any claim, action, suit,
      investigation or proceeding that might result in a finding that STF is not
      or
      has not been in compliance with Legal Requirements relating to (a) the
      development, testing, manufacture, packaging, distribution and marketing of
      products, (b) employment, safety and health, (c) environmental protection,
      building, zoning and land use and/or (d) the Foreign Corrupt Practices Act
      and
      the rules and regulations promulgated thereunder.

     

    5.12 Litigation.
      Except
      as otherwise set forth in the STF Public Filings, there are no claims, actions,
      suits, investigations or proceedings against STF pending or, to the knowledge
      of
      STF, threatened in any court or before or by any Governmental Authority, or
      before any arbitrator, that might have an adverse effect (whether covered by
      insurance or not) on the business, operations, prospects, Properties or
      financial condition of STF and/or AEP and there is no basis for any such claim,
      action, suit, investigation or proceeding. Schedule
      5.12
      or such
      STF Public Filings also includes a true and correct listing of all material
      actions, suits, investigations, claims or proceedings that were pending, settled
      or adjudicated during the past three financial years and up to the date of
      Closing.

     

    5.13 Real
      Property.

     

    (a) The
      STF
      Public Filings sets forth a list of all real property or any interest therein
      (including without limitation any option or other right or obligation to
      purchase any real property or any interest therein) currently owned, or ever
      owned, by STF, in each case setting forth the street address and legal
      description of each property covered thereby (the “Owned
      Premises”).

     

    (b) The
      STF
      Public Filings sets forth a list of all leases, licenses or similar agreements
      relating to STF’s use or occupancy of real estate owned by a third Party
      (“Leases”).
      The
      Leases and all guaranties with respect thereto, are in full force and effect
      and
      have not been amended in writing or otherwise, and no STF is not, and to its
      knowledge the other Party is not in default or breach under any such Lease.
      No
      event has occurred which, with the passage of time or the giving of notice
      or
      both, would cause a material breach of or default under any of such Leases.
      

     

    
      
        
        

      

      
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    (c) With
      respect to each Owned Premises and Leased Premises, as applicable: (i) STF
      has
      good, marketable and insurable free simple interest in the Owned Premises and
      a
      valid leasehold interest in the Leased Premises, free and clear of any Liens,
      encumbrances, covenants and easements or title defects that have had or could
      have an adverse effect on STF’s use and occupancy of the Owned Premises and the
      Leased Premises; (ii) the portions of the buildings located on the Owned
      Premises and the Leased Premises that are used in the business of STF are each
      in good repair and condition, normal wear and tear excepted, and are in the
      aggregate sufficient to satisfy STF’s current and reasonably anticipated normal
      business activities as conducted thereon and, to the knowledge of STF, there
      is
      no latent material defect in the improvements on any Owned Premises, structural
      elements thereof, the mechanical systems (including, without limitation, all
      heating, ventilating, air conditioning, plumbing, electrical, utility and
      sprinkler systems) therein, the utility system servicing each Owned Premises
      and
      the roofs which have not been disclosed to STF in writing prior to the date
      of
      this Agreement; (iii) each of the Owned Premises and the Leased Premises (a)
      has
      direct access to public roads or access to public roads by means of a perpetual
      access easement, such access being sufficient to satisfy the current
      transportation requirements of the business presently conducted at such parcel;
      and (b) is served by all utilities in such quantity and quality as are necessary
      and sufficient to satisfy the current normal business activities conducted
      at
      such parcel; and (iv) STF has not received notice of (a) any condemnation,
      eminent domain or similar proceeding affecting any portion of the Owned Premises
      or the Leased Premises or any access thereto, and, to the knowledge of STF,
      no
      such proceedings are contemplated, (b) any special assessment or pending
      improvement liens to be made by any governmental authority which may affect
      any
      of the Owned Premises or the Leased Premises, or (c) any violations of building
      codes and/or zoning ordinances or other governmental regulations with respect
      to
      the Owned Premises or the Leased Premises.

     

    5.14 Material
      Contracts.

     

    (a) Except
      as
      otherwise set forth in the STF Public Filings or on Schedule
      5.14,
      STF is
      not a party to or bound by any of the following, whether written or oral (each
      a
“Material
      Contract”):

     

    (i) any
      Contract that cannot by its terms be terminated by STF with 30 days’ or less
      notice without penalty or whose term continues beyond one year after the date
      of
      this Agreement;

     

    (ii) any
      Contract or commitment for capital expenditures by STF in excess of $100,000
      per
      calendar quarter in the aggregate;

     

    (iii) lease
      or
      license with respect to any Properties, real or personal, whether as landlord,
      tenant, licensor or licensee;

     

    (iv) Contract
      or other instrument relating to the borrowing of money or the guarantee of
      any
      obligation or the deferred payment of the purchase price of any
      Properties;

     

    (v) partnership
      or joint venture agreement;

     

    (vi) Contract
      with any Affiliate of STF (including AEP);

     

    (vii) Contract
      for the sale of any assets that in the aggregate have a net book value on STF’s
      books of greater than $100,000;

     

    (viii) Contracts
      that purports to limit STF’s or its Affiliates’ freedom to compete freely in any
      line of business or in any geographic area;

     

    (ix) preferential
      purchase right, right of first refusal, or similar agreement; or

     

    (x) other
      Contract that is material to the business of STF.

     

    
      
        
        

      

      
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    (b) All
      of
      the Material Contracts listed or required to be listed in the STF Public Filings
      or on Schedule
      5.13
      are
      valid, binding and in full force and effect and are enforceable against the
      parties thereto, and STF has not been notified or advised by any party thereto
      of such party’s intention or desire to terminate or modify any such Contract in
      any respect, except as disclosed in the STF Public Filings or on Schedule
      5.14.
      Neither
      STF nor, to the knowledge of STF, any other party is in breach of any of the
      terms or covenants of any Material Contract listed or required to be listed
      in
      the STF Public Filings or on Schedule
      5.14.
      Following the Closing, STF will continue to be entitled to all of the benefits
      currently held by STF under each Material Contract listed or required to be
      listed in the STF Public Filings or on Schedule
      5.14.

     

    (c) Except
      as
      otherwise set forth in the STF Public Filings or on Schedule
      5.14(c),
      STF is
      not a party to or bound by any Material Contract or Contracts the terms of
      which
      were arrived at by or otherwise reflect less-than-arm’s-length negotiations or
      bargaining.

     

    (d) STF
      has
      made available to each of the Company Stockholders copies of all Material
      Contracts.

     

    5.15 Intangible
      Rights.
      The STF
      Public Filings or Schedule
      5.15
      contains
      a list and description of all material foreign and domestic patents, patent
      rights, trademarks, service marks, trade names, brands and copyrights (whether
      or not registered and, if applicable, including pending applications for
      registration) owned, Used, licensed or controlled by STF and all goodwill
      associated therewith. STF owns or has the right to use and shall as of the
      Closing Date own or have the right to use any and all information, know-how,
      trade secrets, patents, copyrights, trademarks, trade names, software, formulae,
      methods, processes and other intangible rights that are necessary or customarily
      Used by STF for the ownership, management or operation of its Properties
      (“Intangible
      Rights”)
      including, but not limited to, the Intangible Rights listed in the STF Public
      Filings or on Schedule
      5.15.
      Except
      as set forth in the STF Public Filings or on Schedule
      5.15(i),
      to the
      knowledge of STF, (i) it is the sole and exclusive owner of all right, title
      and
      interest in and to all of the Intangible Rights, and has the exclusive right
      to
      use and license the same, free and clear of any claim or conflict with the
      Intangible Rights of others; (ii) no royalties, honorariums or fees are payable
      by STF to any person by reason of the ownership or use of any of the Intangible
      Rights; (iii) there have been no claims made against STF asserting the
      invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights
      and no grounds for any such claims exist; (iv) STF has not made any claim of
      any
      violation or infringement by others of any of its Intangible Rights or interests
      therein and, to the knowledge of STF, no grounds for any such claims exist;
      (v)
      STF has not received any notice that it is in conflict with or infringing upon
      the asserted intellectual property rights of others in connection with the
      Intangible Rights, and neither the use of the Intangible Rights nor the
      operation of STF’s businesses is infringing or has infringed upon any
      intellectual property rights of others; (vi) the Intangible Rights are
      sufficient and include all intellectual property rights necessary for STF to
      lawfully conduct its business as presently being conducted; (vii) no interest
      in
      any of STF’s Intangible Rights has been assigned, transferred, licensed or
      sublicensed by STF to any Person other than the Company; (viii) to the extent
      that any item constituting part of the Intangible Rights has been registered
      with, filed in or issued by, any Governmental Authority, such registrations,
      filings or issuances are listed in the STF Public Filings or on Schedule
      5.15
      and were
      duly made and remain in full force and effect; (ix) to the knowledge of STF,
      there has not been any act or failure to act by STF or any of its directors,
      officers, employees, attorneys or agents during the prosecution or registration
      of, or any other proceeding relating to, any of the Intangible Rights or of
      any
      other fact which could render invalid or unenforceable, or negate the right
      to
      issuance of any of the Intangible Rights; (x) to the extent any of the
      Intangible Rights constitutes proprietary or confidential information, STF
      has
      adequately safeguarded such information from disclosure; and (xi) all of STF’s
      current Intangible Rights will remain in full force and effect following the
      Closing without alteration or impairment.

     

    
      
        
        

      

      
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    5.16 Equipment
      and Other Tangible Property.
      Except
      as otherwise set forth in the STF Public Filings or on Schedule
      5.16,
      STF’s
      equipment, furniture, machinery, vehicles, structures, fixtures and other
      tangible property included in the Properties (the “Tangible
      STF Properties”),
      other
      than Inventory, is suitable for the purposes for which intended and in good
      operating condition and repair consistent with normal industry standards, except
      for ordinary wear and tear, and except for such Tangible STF Properties as
      shall
      have been taken out of service on a temporary basis for repairs or replacement
      consistent with STF’s prior practices and normal industry standards. To the
      knowledge of STF, the Tangible STF Properties are free of any structural or
      engineering defects, and during the past five years there has not been any
      significant interruption of STF’s business due to inadequate maintenance or
      obsolescence of the Tangible STF Properties.

     

    5.17 Permits;
      Environmental Matters.
      To the
      knowledge of STF:

     

    (a) Except
      as
      otherwise set forth in the STF Public Filings or on Schedule
      5.17(a),
      STF has
      all Permits necessary for STF to own, operate, use and/or maintain its
      Properties and to conduct its business and operations as presently conducted
      and
      as expected to be conducted in the future. Except as otherwise set forth in
      the
      STF Public Filings or on Schedule
      5.17(a) ,
      all
      such Permits are in effect, no proceeding is pending or, to the knowledge of
      STF, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise
      limit any such Permits, and no administrative or governmental actions have
      been
      taken or threatened in connection with the expiration or renewal of such Permits
      which could adversely affect the ability of STF to own, operate, use or maintain
      any of its Properties or to conduct its business and operations as presently
      conducted and as expected to be conducted in the future. Except as otherwise
      set
      forth in the STF Public Filings or on Schedule
      5.17(a),
      (i) no
      violations have occurred that remain uncured, un-waived, or otherwise
      unresolved, or are occurring in respect of any such Permits, other than
      inconsequential violations, and (ii) no circumstances exist that would prevent
      or delay the obtaining of any requisite consent, approval, waiver or other
      authorization of the transactions contemplated hereby with respect to such
      Permits that by their terms or under applicable law may be obtained only after
      Closing.

     

    (b) Except
      as
      set forth in the STF Public Filings or on Schedule
      5.17(b),
      there
      are no claims, liabilities, investigations, litigation, administrative
      proceedings, whether pending or threatened, or judgments or orders relating
      to
      any Hazardous Materials (collectively called “Environmental
      Claims”)
      asserted or threatened against STF or relating to any real property currently
      or
      formerly owned, leased or otherwise Used by STF. Neither STF nor, to the
      knowledge of STF, any prior owner, lessee or operator of said real property,
      has
      caused or permitted any Hazardous Material to be used, generated, reclaimed,
      transported, released, treated, stored or disposed of in a manner which could
      form the basis for an Environmental Claim against STF or the Company. Except
      as
      set forth in the STF Public Filings or on Schedule
      5.17(b),
      STF has
      not assumed any liability of any Person for cleanup, compliance or required
      capital expenditures in connection with any Environmental Claim.

     

    (c) Except
      as
      set forth in the STF Public Filings or on Schedule
      5.17(c),
      no
      Hazardous Materials are or were stored or otherwise located, and no underground
      storage tanks or surface impoundments are or were located, on real property
      currently or formerly owned, leased or used by STF or, to the knowledge of
      STF,
      on adjacent parcels of real property, and no part of such real property or,
      to
      the knowledge of STF, any part of such adjacent parcels of real property,
      including the groundwater located thereon, is presently contaminated by
      Hazardous Materials.

     

    (d) Except
      as
      set forth on Schedule
      5.17(d),
      STF has
      been and is currently in compliance with all applicable Environmental Laws,
      including obtaining and maintaining in effect all Permits required by applicable
      Environmental Laws.

     

    
      
        
        

      

      
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    5.18 Product
      Warranties.
      Except
      as
      would not reasonably be expected to result in a Material Adverse Effect, since
      September 30, 2008 no claims have been alleged or to the knowledge of STF
      threatened under or pursuant to any warranty, whether express or implied, on
      products or services sold by STF. Except as would not reasonably be expected
      to
      result in a Material Adverse Effect, since September 30, 2008 no claims have
      been alleged and to the knowledge of STF there is no basis for any claim against
      STF for injury to persons, animals or property as a result of the sale,
      distribution or manufacture of any product or performance of any service by
      STF,
      including, but not limited to, claims arising out of the defective or unsafe
      nature of its products or services. 

     

    5.19 Absence
      of Certain Business Practices.
      Neither
      STF, AEP nor any other Affiliate or agent of STF, or any other Person acting
      on
      behalf of or associated with STF, acting alone or together, has (a) received,
      directly or indirectly, any rebates, payments, commissions, promotional
      allowances or any other economic benefits, regardless of their nature or type,
      from any customer, supplier, employee or agent of any customer or supplier;
      or
      (b) directly or indirectly given or agreed to give any money, gift or similar
      benefit to any customer, supplier, employee or agent of any customer or
      supplier, any official or employee of any government (domestic or foreign),
      or
      any political party or candidate for office (domestic or foreign), or other
      person who was, is or may be in a position to help or hinder the business of
      STF
      (or assist STF in connection with any actual or proposed transaction), in each
      case which (i) violates Legal Requirements or may expose STF to any damage
      or
      penalty in any civil, criminal or governmental litigation or proceeding, (ii)
      if
      not given in the past, may have had an adverse effect on the assets, business,
      operations or prospects of STF, or (iii) if not continued in the future, may
      adversely affect the assets, business, operations or prospects of
      STF.

     

    5.20 No
      Vote Required.
      No vote
      of the holders of any class or series of the capital stock of STF is currently
      necessary to approve the issuance of the Exchange Shares or the STF Conversion
      Shares pursuant to this Agreement and the Certificate of Designations;
provided,
      that in
      the event that the shares of STF Common Stock are approved for listing on the
      American Stock Exchange Inc. or the NASDAQ Stock Exchange prior to the Closing
      Date, STF shall be required to obtain the approval of the transactions
      contemplated by this Agreement from the holders of a majority of its outstanding
      Common Stock at the STF Stockholders Meeting. 

     

    5.21 Board
      Approval.
      The
      Board of Directors of STF (i) has determined that the issuance of the
      Exchange Shares, the filing of the Certificate of Designations and the adoption
      of the Amended Charter are fair and advisable to, and in the best interests
      of,
      STF and its stockholders, (ii) has approved this Agreement, the Exhibits
      and the transactions contemplated hereby and thereby (including the issuance
      of
      the Exchange Shares, the filing of the Certificate of Designations and the
      adoption of the Amended Charter), (iii) irrevocably taken all necessary steps
      to
      render Section 203 of the Delaware General Corporation Law inapplicable to
      the
      execution and delivery of this Agreement and the transactions contemplated
      hereby, and (iv) irrevocably resolved to elect, to the extent permitted by
      law,
      for STF not to be subject to any “moratorium,” “control share acquisition,”
“business combination,” “fair price” or other form of anti-takeover laws or
      regulations (collectively, “Takeover
      Laws”)
      of any
      jurisdiction that may purport to be applicable to this Agreement or the
      transactions contemplated hereby. No Takeover Law is applicable to the
      execution, delivery or performance of this Agreement or the consummation of
      the
      transactions contemplated by this Agreement.

     

    5.22 Other
      Information.
      The
      information furnished by STF to the Company and the Company Stockholders
      pursuant to this Agreement (including, without limitation, information contained
      in the STF Public Filings and the Exhibits, the Schedules identified herein,
      the
      instruments referred to in such Schedules and the certificates and other
      documents to be executed or delivered pursuant hereto by STF at or prior to
      the
      Closing) is not, nor at the Closing will be, false or misleading in any material
      respect, or contains, or at the Closing will contain, any misstatement of
      material fact, or omits, or at the Closing will omit, to state any material
      fact
      required to be stated in order to make the statements therein not
      misleading.

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained in this Article V, STF shall be deemed to
      have made adequate disclosure to the Company and the Company Stockholders with
      respect to any item required to be listed on a Schedule set forth in this
      Article V, if such information is contained in STF Public Filings publicly
      available prior to the date of this Agreement and only as and to the extent
      disclosed therein (other than disclosures in any exhibits or schedules thereto
      or in any documents incorporated by reference therein and other than any forward
      looking disclosures set forth in any risk factor section, any disclosures in
      any
      section relating to forward looking statements and any other disclosures
      included therein to the extent they are primarily predictive or forward-looking
      in nature) which have been furnished to the Company Stockholders and their
      legal
      representatives.

     

    ARTICLE
      VI. COVENANTS
      AND AGREEMENTS OF THE PARTIES 

     

    
      	
              A.)

            	
              With
                regard to the Company and the Company
                Stockholders

            


    

     

    The
      Company and the Company Stockholders hereto do hereby covenant and agree, as
      follows:

     

    6.1 STF’s
      Access to Information and Properties.
      The
      Company shall, and the Company Stockholders, prior to Closing, shall use their
      best efforts to ensure that the Company will, permit STF and its authorized
      employees, agents, accountants, legal counsel and other representatives, to
      the
      extent legally permissible, to have access to the books, records, employees,
      counsel, accountants, engineers and other representatives of the Company at
      all
      times reasonably requested by STF for the purpose of conducting an investigation
      of the Company’s financial condition, corporate status, operations, prospects,
      business and Properties. To the extent legally permissible, the Company shall
      make available to STF for examination all documents and data of every kind
      and
      character relating to the Company in possession or control of, or subject to
      reasonable access by, the Company and/or the Company Stockholders, including,
      without limitation, all files, records, data and information relating to the
      Properties (whether stored in paper, magnetic or other storage media) and all
      Contracts, assignments, certificates, orders, and amendments thereto. Also,
      the
      Company shall allow STF access to, and the right to inspect, the Properties,
      except to the extent that such Properties are operated by a third-Party
      operator, in which case the Company shall use its reasonable best efforts to
      cause the operator of such Properties to allow STF access to, and the right
      to
      inspect, such Properties. 

     

    6.2 Company’s
      Conduct of Business and Operations.
      The
      Company shall, and the Company Stockholders, prior to Closing, shall use their
      best efforts to ensure that the Company will, keep STF advised as to all
      material operations and proposed material operations relating to the Company
      and
      its Subsidiaries. The Company and each of its Subsidiaries shall, and the
      Company Stockholders, prior to Closing, shall use their reasonable best efforts
      to ensure that the Company and each of its Subsidiaries will, (a) conduct its
      business in the ordinary course, (b) keep available the services of present
      employees, (c) maintain and operate its Properties in a good and workmanlike
      manner, (d) pay or cause to be paid all costs and expenses (including but not
      limited to insurance premiums) incurred in connection therewith in a timely
      manner, (e) use reasonable efforts to keep all material Contracts and other
      contracts with its customers in full force and effect, (f) comply with all
      of
      the covenants contained in all such material Contracts, (g) maintain in force
      until the Closing Date insurance policies equivalent to those in effect on
      the
      date hereof, and (h) comply in all material respects with all applicable Legal
      Requirements, including timely filing with the commercial register of
      appointments of management. Except as otherwise contemplated in this Agreement,
      the Company and the Company Stockholders will use their reasonable best efforts
      to preserve the present relationships of the Company with Persons having
      significant business relations therewith. 

     

    
      
        
        

      

      
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    6.3 General
      Restrictions.
      Except
      as otherwise expressly permitted in this Agreement, as required by Legal
      Requirements or as set forth in Schedule
      6.3,
      between
      the date of this Agreement and the Closing Date, without the prior written
      consent of STF, neither the Company nor any of its Subsidiaries shall do any
      of
      the following, and the Company Stockholders shall not permit the Company or
      any
      of its Subsidiaries to do any of the following:

     

    (i) declare,
      set aside or pay any dividends, or make any distributions or other payments
      in
      respect of its equity securities, or repurchase, redeem or otherwise acquire
      any
      such securities; 

     

    (ii) merge
      into or with or consolidate with, any other Person or acquire the business
      or
      assets of any Person;

     

    (iii) purchase
      any securities of any Person;

     

    (iv) amend
      its
      charter or bylaws (unless otherwise required by this Agreement or the Share
      Purchase Agreement);

     

    (v) issue
      any
      capital stock or other securities, or grant, or enter into any agreement to
      grant, any options, convertibility rights, other rights, warrants, calls or
      agreements relating to its securities;

     

    (vi) create,
      incur, assume, guarantee or otherwise become liable or obligated with respect
      to
      any indebtedness, or make any loan or advance to, or any investment in, any
      Person, except in each case in the ordinary course of business, unless
      reasonably required to consummate the transactions contemplated by the Share
      Purchase Agreement, the Komax Purchase Order, the Equipment Additions or the
      Plant Addition;

     

    (vii) make
      any
      change in any existing election, or make any new election, with respect to
      any
      tax law in any jurisdiction which election could have a material effect on
      the
      tax treatment of the Company or the Company’s business operations;

     

    (viii) enter
      into, amend or terminate any material agreement except in the ordinary course
      of
      business consistent with past business practices;

     

    (ix) sell,
      transfer, lease, mortgage, encumber or otherwise dispose of, or agree to sell,
      transfer, lease, mortgage, encumber or otherwise dispose of, any Properties
      except (i) in the ordinary course of business, or (ii) pursuant to any Material
      Contract specified in Schedule
      4.17;

     

    (x) settle
      any material claim or litigation, or file any material motions, orders, briefs
      or settlement agreements in any proceeding before any Governmental Authority
      or
      any arbitrator; 

     

    (xi) other
      than in the ordinary course of business consistent with past practices, incur
      or
      approve, or enter into any agreement or commitment to make, any expenditures
      in
      excess of $50,000 (other than those required pursuant to any Material Contract
      specified in Schedule
      4.17);

     

    
      
        
        

      

      
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          25
          -

        
          

        

      

      
        
        

      

    

     

    (xii) maintain
      its books of account other than in the usual, regular and ordinary manner in
      accordance with German GAAP and on a basis consistent with prior periods or
      make
      any change in any of its accounting methods or practices;

     

    (xiii) make
      any
      change, whether written or oral, to any agreement or understanding with any
      of
      the suppliers or customers listed or required to be listed on Schedule
      4.17
      except
      in the ordinary course of business consistent with past business
      practices;

     

    (xiv) accelerate
      or delay collection of any material notes or accounts receivable in advance
      of
      or beyond their regular due dates or the dates when they would have been
      collected in the ordinary course of business consistent with past
      practices;

     

    (xv) delay
      or
      accelerate payment of any material accrued expense, trade payable or other
      material liability beyond or in advance of its due date or the date when such
      liability would have been paid in the ordinary course of business consistent
      with past practices;

     

    (xvi) allow
      its
      levels of inventory to vary in any material respect from the levels customarily
      maintained;

     

    (xvii) adopt
      any
      Plan or Benefit Program or Agreement or increase the compensation payable to
      any
      employee (including, without limitation, any increase pursuant to any bonus,
      profit-sharing or other incentive plan or commitment), other than increases
      to
      non-officer employees in the ordinary course of business and consistent with
      past practice;

     

    (xviii) commit
      to
      do any of the foregoing.

     

    6.4 Notice
      Regarding Changes.
      The
      Company Stockholders shall promptly inform STF in writing of any change in
      facts
      and circumstances that would reasonably be expected to render any of the
      representations and warranties made herein by the Company Stockholders
      inaccurate or misleading if such representations and warranties had been made
      upon the occurrence of the fact or circumstance in question. 

     

    6.5 Maintenance
      of Insurance Policies.
      The
      Company shall take all reasonable actions necessary or appropriate to cause
      any
      and all insurance coverage currently carried by or for the benefit of the
      Company to remain in full force and effect.

     

    6.6 Employee
      Matters.

     

    (a) The
      Company shall permit STF in coordination with the Company to contact and make
      arrangements with the Company’s employees for the purpose of assuring their
      continued employment by the Company after the Closing and for the purpose of
      ensuring the continuity of the Company’s business, and the Company agrees not to
      discourage any such employees from consulting with STF.

     

    The
      Company shall use its reasonable best efforts to keep available the services
      of
      its present employees through the Closing Date.

     

    6.7 No
      Shop.
      From
      the date of this Agreement until the earlier of (i) the Closing Date, or (ii)
      the termination of this Agreement, the Company Stockholders shall not cause
      the
      Company’s officers, directors, employees and other agents to, directly or
      indirectly, take any action to solicit, initiate or encourage any offer or
      proposal or indication of interest in a merger, consolidation or other business
      combination involving any equity interest in, or a substantial portion of the
      assets of the Company, other than in connection with the transactions
      contemplated by this Agreement. The Company shall immediately advise STF of
      the
      terms of any offer, proposal or indication of interest that it receives or
      otherwise becomes aware of.

     

    
      
        
        

      

      
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          26
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    6.8  Employment
      Agreements. On
      the
      Closing Date (a) the Company shall maintain in full force and effect (a) a
      five
      (5) year employment agreement with R. Ruscke, substantially in the form of
      Exhibit
      6.8A
      annexed
      hereto and made a part hereof, (b) a five (5) year employment agreement with
      U.
      Jank, substantially in the form of Exhibit
      6.8B
      annexed
      hereto and made a part hereof, (c) a five (5) year employment agreement with
      S.
      Malik, substantially in the form of Exhibit
      6.8C
      annexed
      hereto and made a part hereof, and (d) a five (5) year employment agreement
      with
      A. Freud, substantially in the form of Exhibit
      6.8D
      annexed
      hereto and made a part hereof (collectively the “Employment
      Agreements”).

     

    6.9  Audited
      Financial Statements.
      On or
      before February 28, 2009, the Company shall deliver to STF the Audited Financial
      Statements of the Company, Solar Invest and Trend Capital KG for the three
      fiscal years ending December 31, 2008.

     

    
      	
              B.)

            	
              With
                regard to STF. 

            


    

     

    STF
      does
      hereby covenant and agree, as follows:

     

    6.10 Company
      Stockholders' Access to Information and Properties.
      STF
      shall permit the Company, the Company Stockholders and their authorized
      employees, agents, accountants, legal counsel and other representatives to
      have
      access to the books, records, employees, counsel, accountants, engineers and
      other representatives of STF at all times reasonably requested by the Company
      Stockholders for the purpose of conducting an investigation of STF's financial
      condition, corporate status, operations, prospects, business and Properties.
      STF
      shall make available to the Company Stockholders for examination all documents
      and data of every kind and character relating to STF in possession or control
      of, or subject to reasonable access by, STF, including, without limitation,
      all
      files, records, data and information relating to the Properties (whether stored
      in paper, magnetic or other storage media) and all Contracts, assignments,
      certificates, orders, and amendments thereto. Also, STF shall allow the Company
      and the Company Stockholders access to, and the right to inspect, the
      Properties, except to the extent that such Properties are operated by a
      third-Party operator, in which case STF shall use its reasonable best efforts
      to
      cause the operator of such Properties to allow the Company Stockholders access
      to, and the right to inspect, such Properties.

     

    6.11 STF’s
      Conduct of Business and Operations.
      STF
      shall keep the Company and the Company Stockholders advised as to all material
      operations and proposed material operations relating to STF and its
      Subsidiaries. STF and each of its Subsidiaries shall (a) conduct its business
      in
      the ordinary course, (b) keep available the services of present employees,
      (c)
      maintain and operate its Properties in a good and workmanlike manner, (d) pay
      or
      cause to be paid all costs and expenses (including but not limited to insurance
      premiums) incurred in connection therewith in a timely manner, (e) use
      reasonable efforts to keep all material Contracts and other contracts with
      its
      customers in full force and effect, (f) comply with all of the covenants
      contained in all such material Contracts, (g) maintain in force until the
      Closing Date insurance policies equivalent to those in effect on the date
      hereof, and (h) comply in all material respects with all applicable Legal
      Requirements. Except as otherwise contemplated in this Agreement, STF will
      use
      their reasonable best efforts to preserve the present relationships of STF
      with
      Persons having significant business relations therewith.

     

    
      
        
        

      

      
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    6.12 General
      Restrictions.
      Except
      as otherwise expressly permitted in this Agreement, between the date of this
      Agreement and the Closing Date, without the prior written consent of the
      Management Stockholders, which consent shall not be unreasonably withheld,
      STF
      shall not do any of the following, and STF shall not permit its subsidiaries
      to
      do any of the following:

     

    (i) declare,
      set aside or pay any dividends, or make any distributions or other payments
      in
      respect of its equity securities, or repurchase, redeem or otherwise acquire
      any
      such securities; 

     

    (ii) merge
      into or with or consolidate with, any other Person or acquire the business
      or
      assets of any Person;

     

    (iii) purchase
      any securities of any Person;

     

    (iv) amend
      its
      charter or bylaws or similar organizational documents;

     

    (v) issue
      or
      amend the terms of any capital stock or other securities, or grant, enter into
      or amend any agreement to grant, any options, convertibility rights, other
      rights, warrants, calls or agreements relating to its securities;

     

    (vi) list
      any
      of its equity securities on a stock exchange; 

     

    (vii) create,
      incur, assume, guarantee or otherwise become liable or obligated with respect
      to
      any indebtedness, or make any loan or advance to, or any investment in, any
      Person, except in each case in the ordinary course of business;

     

    (viii) enter
      into, amend or terminate any material agreement;

     

    (ix) sell,
      transfer, lease, mortgage, encumber or otherwise dispose of, or agree to sell,
      transfer, lease, mortgage, encumber or otherwise dispose of, any Properties
      except (i) in the ordinary course of business, or (ii) pursuant to any agreement
      specified in Schedule
      5.13;

     

    (x) settle
      any material claim or litigation, or file any material motions, orders, briefs
      or settlement agreements in any proceeding before any Governmental Authority
      or
      any arbitrator; 

     

    (xi) other
      than in the ordinary course of business consistent with past practices, incur
      or
      approve, or enter into any agreement or commitment to make, any expenditures
      in
      excess of $100,000 (other than those required pursuant to any agreement
      specified in Schedule
      5.13;

     

    (xii) maintain
      its books of account other than in the usual, regular and ordinary manner in
      accordance with GAAP and on a basis consistent with prior periods or make any
      change in any of its accounting methods or practices;

     

    (xiii) accelerate
      or delay collection of any notes or accounts receivable in advance of or beyond
      their regular due dates or the dates when they would have been collected in
      the
      ordinary course of business consistent with past practices;

     

    (xiv) delay
      or
      accelerate payment of any accrued expense, trade payable or other liability
      beyond or in advance of its due date or the date when such liability would
      have
      been paid in the ordinary course of business consistent with past
      practices;

     

    
      
        
        

      

      
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          28
          -

        
          

        

      

      
        
        

      

    

     

    (xv) allow
      its
      levels of inventory to vary in any material respect from the levels customarily
      maintained;

     

    (xvi) adopt
      any
      plan or benefit program or Agreement or increase the compensation payable to
      any
      employee (including, without limitation, any increase pursuant to any bonus,
      profit-sharing or other incentive plan or commitment);

     

    (xvii) become
      a
      party to or bound by any of the arrangements described in Section
      5.13(a),
      whether
      written or oral; or

     

    (xviii) commit
      to
      do any of the foregoing.

     

    6.13 Notice
      Regarding Changes.
      STF
      shall promptly inform the Company Stockholders in writing of any change in
      facts
      and circumstances that would reasonably be expected to render any of the
      representations and warranties made herein by STF and/or AEP inaccurate or
      misleading if such representations and warranties had been made upon the
      occurrence of the fact or circumstance in question. 

     

    6.14 Maintenance
      of Insurance Policies; Increase of D&O Insurance
      Coverage.
      STF
      shall take all reasonable actions necessary or appropriate to cause any and
      all
      insurance coverage currently carried by or for the benefit of STF to remain
      in
      full force and effect. In addition, on a date that shall be not later than
      90
      days following the Closing Date, STF shall increase the coverage under its
      existing directors and officers’ liability insurance policy to US
      $5,000,000.

     

    6.15 No
      Shop.
      From
      the date of this Agreement until the earlier of (i) the Closing Date, or (ii)
      the termination of this Agreement, STF shall not, and STF shall not cause its
      officers, directors, employees and other agents to, directly or indirectly,
      take
      any action to solicit, initiate or encourage any offer or proposal or indication
      of interest in a merger, consolidation or other business combination involving
      any equity interest in, or a substantial portion of the assets of STF, other
      than in connection with the transactions contemplated by this Agreement. STF
      shall immediately advise the Company Stockholders of the terms of any offer,
      proposal or indication of interest that it receives or otherwise becomes aware
      of.

     

    6.16 Fairness
      Opinion. On
      or
      before the Closing Date, STF shall furnish to the Company Stockholders, a
      fairness opinion from a reputable United States investment banking firm,
      addressed to the board of directors of STF and dated prior to the Closing Date,
      to the effect that the transactions contemplated by this Agreement are fair
      to
      the stockholders of STF from a financial point of view (the “Fairness
      Opinion”).
      

     

    6.17 SEC
      Filing. Within
      four Business Days of the Signing Date, STF shall prepare and file with the
      Securities and Exchange Commission (the “SEC”),
      under
      the 34 Act, a Form 8-K Interim Report (such interim report together with any
      amendments or supplements thereto, the “Form
      8-K”)
      relating to the Company, this Agreement and the transactions contemplated
      hereby. STF will cause the Form 8-K to comply as to form in all material
      respects with the applicable provisions of the Exchange Act and the rules and
      regulations promulgated thereunder. 

     

    6.18 Expansion
      of STF Board of Directors and Appointment of Company Management to the
      Board. On
      or
      before the Closing Date, the Board of Directors of STF shall be expanded to
      seven persons, of which (a) three (3) members of STF’s Board of Directors shall
      be represented by the Company’s senior management, R. Ruscke, S. Malik and U.
      Janks (the “Shareholder
      Directors”);
      (b)
      two (2) members of STF’s Board of Directors shall be Robert M. Rubin and another
      person designated by him; and (c) two (2) members of STF’s Board of Directors
      shall be independent directors (within the meaning of the Sarbanes Oxley Act
      of
      2002), mutually acceptable to the Parties. 

     

    
      
        
        

      

      
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    6.19 Equal
      Treatment of Company Stockholders. Unless
      this Agreement provides for a differentiation, all Company Stockholders shall
      be
      treated equally with respect to their pro-rata entitlement to the Exchange
      Shares and any other consideration provided herein.

     

    6.20 Takeover
      Laws.
      STF
      shall, upon the request of the Company Stockholders, take all reasonable steps
      to exclude the applicability of, or to assist in any challenge to the validity
      or applicability to the transactions contemplated by this Agreement of, any
      Takeover Laws.

     

    6.21 Stockholders’
      Approval; Stockholder Communications Document.
      Notwithstanding anything to the contrary, express or implied, contained in
      this
      Agreement, the provisions of this Section 6.21 shall apply, if and only if,
      STF
      shall be required, pursuant to the rules of any stock exchange on which its
      Common Stock is then trading, is advised by legal counsel that shareholder
      approval is legally required, to obtain, prior to the Closing Date, approval
      of
      this Agreement and the transactions contemplated hereby from the holders of
      a
      majority of the issued and outstanding shares of STF Common Stock (the
“STF
      Stockholder Approval”).
      In
      the event that STF shall be required or shall elect to seek STF Stockholder
      Approval, then and in either such event:

     

    (a) STF,
      acting through the Board of Directors of STF, shall: (i) duly call and give
      notice of a special meeting of its stockholders (the “Stockholders’
      Meeting”)
      for
      the purpose of voting on and obtaining the STF Stockholder Approval;
      (ii) convene and hold the STF Stockholders’ Meeting as promptly as
      practicable following the date either a Stockholder Communications Document
      under rule 14A of the U.S. Securities Exchange Act of 1934, as amended, or
      an
      Information Statement under Rule 14C of the U.S. Securities Exchange Act of
      1934, as amended (each and any amendments or supplements thereto, a
“Stockholder
      Communication Document”),
      is
      approved by the SEC, and (iii) recommend to its stockholders the approval
      of the transactions contemplated hereby that require the approval of such STF
      stockholders, including approval of the Shareholder Directors to the Board
      of
      Directors of STF (the “STF
      Recommendation”)
      and
      take all lawful action and use its best efforts to solicit and obtain such
      approval, not withdraw or adversely modify the STF Recommendation, and include
      the STF Recommendation in the Stockholder Communication Document;

     

    (b) STF
      shall
      use its best efforts to, as promptly as practicable after the execution of
      this
      Agreement, prepare and file a Stockholder Communication Document with the SEC
      with respect to the Stockholders’ Meeting. STF will promptly notify the Company
      Stockholders of the receipt of any oral or written comments from the SEC or
      its
      staff and of any request by the SEC or its staff for amendments or supplements
      to the Stockholder Communications Document or for additional information and
      will supply the Company Stockholders with copies of all correspondence between
      STF, on the one hand, and the SEC or its staff, on the other hand, with respect
      to the Stockholder Communications Document;

     

    (c) 
      STF
      shall give the Company Stockholders and their counsel a reasonable opportunity
      to review and comment on the draft of the Stockholder Communications Document
      prior to it being filed with the SEC and shall give the Company Stockholders
      and
      their counsel the opportunity to review and comment on all amendments and
      supplements to the Stockholder Communications Document and all responses to
      requests for additional information and replies to comments prior to their
      being
      filed with, or sent to, the SEC. The Company Stockholders shall furnish all
      information concerning them and the Company as STF may reasonably request in
      connection with such actions and the preparation of the Stockholder
      Communications Document; and

     

    
      
        
        

      

      
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    (d) 
      STF
      agrees to use its best efforts, after consultation with the Company
      Stockholders, to respond promptly to all such comments of and requests by the
      SEC. As promptly as practicable after the Stockholder Communications Document
      shall have been approved by the SEC, STF shall mail the Stockholder
      Communications Document to its stockholders; and

     

    (e) 
      if at
      any time prior to obtaining Stockholders’ Approval there shall occur any event
      which must be set forth in an amendment or supplement to the Stockholder
      Communications Document, STF will prepare and mail to its stockholders such
      an
      amendment or supplement. No filing of an amendment or supplement to the
      Stockholder Communications Document shall be made without the prior written
      consent of the Company Stockholders, such consent not to be unreasonably
      withheld.

     

    
      	
              C.)

            	
              All
                the Parties hereto do hereby covenant and agree, as
                follows:

            


    

     

    6.22 Voting
      Agreement.
      On or
      immediately prior to the Closing Date, the Company Stockholders and STF hereby
      agree to enter into a voting agreement in form and content mutually satisfactory
      to the Company Stockholder and STF, pursuant to which all of the Company
      Stockholders shall agree that, for so long as each of them owns 20% or more
      of
      their shares of STF Series B-5 Preferred Stock and/or 20% or more of all of
      the
      STF Conversion Shares issuable upon conversion of their Exchange Shares, to
      vote
      all of their shares of STF Series B-5 Preferred Stock and all STF Conversion
      Shares in favor of the elect of three of the Management Stockholders to the
      Board of Directors of STF and two Persons acceptable to Robert M. Rubin for
      election to the Board of Directors of STF.

     

    6.23 Registration
      Rights Agreement.
      The STF
      Conversion Shares issuable to the Company Stockholders pursuant to the
      Certificate of Designations shall be registered for resale under the Securiteise
      Act of 1933, as amended, in accordance with the terms and conditions of a
      Registration Rights Agreement, to be entered into on or before the Closing
      Date
      and in form and content acceptable to the Management Stockholders and the
      General Partner of AEP (the “Registration
      Rights Agreement”),
      which
      shall provide, inter alia, for STF to file a registration statement with the
      SEC
      no later than within 90 days from Closing and to use its reasonable best efforts
      to obtain effectiveness of such registration statement within 180 days from
      Closing.

     

    6.24 Ensure
      Conditions Met.
      Subject
      to the terms and conditions of this Agreement, each of the Parties hereto shall
      use its reasonable best efforts to take or cause to be taken all actions and
      do
      or cause to be done all things required under applicable Legal Requirements
      in
      order to consummate the transactions contemplated hereby, including, without
      limitation, (i) obtaining all Permits, authorizations, consents and approvals
      of
      any Governmental Authority or other Person which are required for or in
      connection with the consummation of the transactions contemplated hereby and
      by
      the Exhibits, (ii) taking any and all reasonable actions necessary to satisfy
      all of the conditions to each Party’s obligations hereunder as set forth in
      Article VII, and (iii) executing and delivering all agreements and documents
      required by the terms hereof to be executed and delivered by such Party on
      or
      prior to the Closing. 

     

    ARTICLE
      VII. CONDITIONS
      TO PARTIES’ OBLIGATIONS

     

    7.1 Conditions
      to Obligations of the Company and the Company
      Stockholders.
      The
      obligations of the Company Stockholders and the Company to carry out the
      transactions contemplated by this Agreement are subject, at the option of the
      Management Stockholders and the Company, to the satisfaction or waiver by the
      Management Stockholders of the following conditions:

     

    
      
        
        

      

      
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          31
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    (a)  STF
      shall
      have furnished the Company Stockholders with a certified copy of all necessary
      board of directors and corporate action on its behalf approving its execution,
      delivery and performance of this Agreement and the Exhibits and
      Schedules.

     

    (b)  All
      representations and warranties of STF contained in this Agreement shall be
      true
      and correct (without giving effect to any materiality or material adverse effect
      qualification therein) in all material respects at and as of the Closing, and
      STF shall have performed and satisfied in all material respects all covenants
      and agreements required by this Agreement to be performed and satisfied by
      STF
      at or prior to the Closing.

     

    (c)  There
      shall not have occurred any Material Adverse Effect with respect to
      STF.

     

    (d)  STF
      and/or the Company shall have consummated one or more senior secured debt or
      equity financings on terms and conditions that are reasonable acceptable to
      each
      of STF, AEP, and the Management Stockholders, pursuant to which up to
€36,500,000 (USD $50,000,000) shall be made available to the Company (the
“Algatec
      Financing”).
      The
      proceeds of such Algatec Financing shall be used to (i) construct the Plant
      Addition, and (ii) purchase the Equipment Additions. As used in this Agreement,
      the term “Plant
      Addition”
shall
      mean the construction of a proposed 100,000 square foot plant facility on the
      real estate in Prosen, Germany currently owned by the Company that is adjacent
      to the existing plant facility As used in this Agreement, the term “Equipment
      Additions”
shall
      mean the reference to the metallurgical crystalline silicon cell threading
      equipment manufactured by The Komax Group AG (“Komax”),
      solar
      module laminating equipment and other fixed assets to be purchased by the
      Company for installation in the Plant Addition and having an estimated cost
      of
€34,600,000 (USD $47,400,000).

     

    (e)  All
      proceedings to be taken by STF in connection with the transactions contemplated
      hereby and all documents incident thereto shall be reasonably satisfactory
      in
      form and substance to the Company Stockholders and their counsel, and the
      Company Stockholders and said counsel shall have received all such counterpart
      originals or certified or other copies of such documents as it or they may
      reasonably request.

     

    (f)  As
      of the
      Closing Date, no suit, action or other proceeding (excluding any such matter
      initiated by or on behalf of the Company or the Company Stockholders) shall
      be
      pending or threatened before any Governmental Authority seeking to prohibit
      the
      Closing or seeking Damages against the Company or STF as a result of the
      consummation of this Agreement. 

     

    (g)  STF
      shall
      have made the deliveries set forth in Section 3.3 above.

     

    (h)  The
      transactions contemplated by Section 2.2 and by Section 2.3. of this Agreement
      shall have been completed; and 

     

    (i) STF
      shall
      have delivered to the Company Stockholders the Fairness Opinion.

     

    (j)  No
      proceeding in which STF shall be a debtor, defendant or party seeking an order
      for its own relief or reorganization shall have been brought or be pending
      by or
      against such Person under any United States or state bankruptcy or insolvency
      law.

     

    (k) The
      Voting Agreement and the Registration Rights Agreement shall have been executed
      and delivered by STF.

     

    
      
        
        

      

      
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    7.2 Conditions
      to Obligations of STF.
      The
      obligations of STF to carry out the transactions contemplated by this Agreement
      are subject, at the option of the STF, to the satisfaction, or waiver by STF,
      of
      the following conditions:

     

    (a)  If
      and to
      the extent Stockholder Approval shall be sought by STF, such Stockholders
      Approval shall have been obtained.

     

    (b)  All
      representations and warranties of the Company Stockholders contained in this
      Agreement shall be true and correct (without giving effect to any materiality
      or
      material adverse effect qualification therin) in all material respects at and
      as
      of the Closing, and the Company and the Company Stockholders shall have
      performed and satisfied in all material respects all agreements and covenants
      required by this Agreement to be performed and satisfied by them at or prior
      to
      the Closing.

     

    (c)  As
      of the
      Closing Date, no suit, action or other proceeding (excluding any such matter
      initiated by or on behalf of STF) shall be pending or before any Governmental
      Agency seeking to prohibit the Closing or seeking Damages against STF or the
      Company as a result of the consummation of this Agreement. 

     

    (d)  Since
      the
      Signing Date and up to and including the Closing, there shall not have been
      any
      Material Adverse Effect on the Algatec Group or the Management
      Stockholders.

     

    (e)  STF
      or
      the Company shall have consummated the Algatec Financing on terms and conditions
      reasonably satisfactory to STF and the Company Stockholders.

     

    (f)  Each
      of
      the Company Stockholders and the Company shall have furnished STF with a
      certified copy of all necessary corporate or other action on its behalf
      approving the Company’s execution, delivery and performance of this
      Agreement.

     

    (g)  Except
      for the Management Stockholders Employment Agreements or as otherwise expressly
      contemplated by this Agreement, the post-closing covenants and agreements of
      AEP
      and the Management Stockholders under the Share Purchase Agreement and all
      other
      agreements, commitments and understandings between the Company and any Affiliate
      thereof (including any of the Company Stockholders) shall have been terminated
      or modified in all respects on terms reasonably satisfactory to STF, and all
      obligations, claims or entitlements thereunder shall be unconditionally waived
      and released by such Affiliates (including any of the Company Stockholders)
      and
      written evidence thereof reasonably satisfactory in form and substance to STF
      shall have been delivered to STF.

     

    (h) No
      proceeding in which the Company shall be a debtor, defendant or party seeking
      an
      order for its own relief or reorganization shall have been brought or be pending
      by or against such Person under any United States or state bankruptcy or
      insolvency law.

     

    (i) The
      Company Stockholders shall have made the deliveries contemplated by this
      Agreement.

     

    (j) The
      Company shall have delivered to STF the Audited Financial Statements as
      contemplated by this Agreement and an audited balance sheet, statement of income
      and statement of cash flows of Trend Capital KG as at October 31, 2008 and
      for
      the ten months then ended, together with all footnotes thereto as audited in
      accordance with GAAP by an independent auditor reasonably acceptable to STF
      (the
“2008
      Audited Financial Statements”)
      and
      (if required under Regulation S-X, as promulgated by the United States
      Securities and Exchange Commission) an audited balance sheet, statement of
      income and statement of cash flows of the Company as at November 30, 2008 and
      for the one month then ended or as at December 31, 2008 and for the two months
      then ended (the “Company
      Audit”
and
      with the Audited Financial Statements and the 2008 Audited Financial Statements,
      the “Closing
      Audited Financial Statements”).

     

    
      
        
        

      

      
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          33
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    ARTICLE
      VIII. POST-CLOSING
      AGREEMENTS AND OBLIGATIONS

     

    8.1 Further
      Assurances.
      Following the Closing, the Company, the Company Stockholders and STF shall
      execute and deliver such documents, and take such other action, as shall be
      reasonably requested by any other Party hereto to carry out the transactions
      contemplated by this Agreement.

     

    8.2 Publicity.
      None of
      the Parties hereto shall issue or make, or cause to have issued or made, any
      public release or announcement concerning this Agreement or the transactions
      contemplated hereby, without the advance approval in writing of the form and
      substance thereof by each of the other Parties, except as and to the extent
      required by law (in which case, so far as possible, there shall be consultation
      among the Parties prior to such announcement), and the Parties shall endeavor
      jointly to agree on the text of any announcement or circular so approved or
      required.

     

    8.3 Post-Closing
      Indemnity

     

    8.3.1 From
      and
      after the Closing, the Company Stockholders shall indemnify and hold harmless
      STF and its Affiliates, directors, officers and employees from and against
      any
      and all Damages in accordance with and subject to the limitations set forth
      in
Section
      9.1
      of this
      Agreement. 

     

    8.3.2  From
      and
      after the Closing, STF shall indemnify and hold harmless the Company
      Stockholders and their Affiliates, directors, officers and employees from and
      against any and all Damages in accordance with and subject to the limitations
      set forth in Section
      9.2
      of this
      Agreement. 

     

    8.4 Non-Competition,
      Non-Solicitation and Non-Disclosure.

     

    (a) General.
      In order to induce STF to enter into this Agreement and to consummate the
      transactions contemplated hereby, the Company Stockholders do each hereby
      covenant and agree as follows:

     

    (i) Without
      the prior written consent of STF, none of the Company Stockholders or any of
      their Affiliates shall, for a period of five (5) years from and after the
      Closing Date: 

     

    (A) directly
      or indirectly acquire or own in any manner any interest in any person, firm,
      partnership, corporation, association or other entity which engages or plans
      to
      engage in any facet of the business of the Company or which competes or plans
      to
      compete in any way with the “Business” (as hereinafter defined) of STF, the
      Company, or any of the direct or indirect subsidiaries or joint venture partners
      of STF or the Company (collectively, the “STF
      Group”),
      anywhere in the world (the “Territory”);
      

     

    (B) be
      employed by or serve as an employee, agent, officer, director of, or as a
      consultant to, any person, firm, partnership, corporation, association or other
      entity which engages or plans to engage in any facet of the Business of the
      STF
      Group or which competes or plans to compete in any way with Business of the
      STF
      Group within the Territory, or 

     

    
      
        
        

      

      
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          34
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    (C) utilize
      his special knowledge of the business of the Company and his or its
      relationships with customers, suppliers and others to compete with STF Group
      in
      the Business; 

     

    provided,
      however,
      that
      nothing herein shall be deemed to prevent the Company Stockholders and their
      Affiliates from acquiring through market purchases and owning, solely as an
      investment, less than three percent (3%) in the aggregate of the equity
      securities of any class of any issuer whose shares are registered under §12(b)
      or 12(g) of the 34 Act, and are listed or admitted for trading on any United
      States national securities exchange or are quoted on the National Association
      of
      Securities Dealers Automated Quotation System, or any similar system of
      automated dissemination of quotations of securities prices in common use, or
      on
      any “regulated market” within the definition of Article 1 (13) of EU
      Directive 93/22/EEC so long as the relevant Company Stockholder is not a member
      of any “control group” (within the meaning of the rules and regulations of the
      United States Securities and Exchange Commission) of any such
      issuer.

     

    As
      used
      herein the term “Business”
shall
      mean any of the following activities: (a) the manufacture, assembly, sale or
      distribution, individually and/or with third Persons, of equipment to
      manufacture solar panels or modules of all types and descriptions, (b) the
      manufacture, assembly sale or distribution, individually and/or with third
      Persons, of solar panels or modules, (c) the manufacture, assembly, installation
      and/or operation, individually and/or with third Persons, of turn-key solar
      panel manufacturing facilities, or (d) the ownership or operation of solar
      power
      projects or solar farms generating electricity for any user(s).

     

    The
      Company Stockholders acknowledge and agree that the covenants provided for
      in
      this Section
      8.4(a)
      are
      reasonable and necessary in terms of time, area and line of business to protect
      the Company’s Trade Secrets. The Company Stockholders further acknowledge and
      agree that such covenants are reasonable and necessary in terms of time, area
      and line of business to protect the Company’s legitimate business interests,
      which include its interests in protecting the Company’s (i) valuable
      confidential business information, (ii) substantial relationships with customers
      throughout the United States, Europe, Asia and the world, and (iii) customer
      goodwill associated with the ongoing business of the Company. The Company
      Stockholders expressly authorize the enforcement of the covenants provided
      for
      in this Section
      8.4(a)
      by (A)
      the Company and its subsidiaries, (B) the Company’s permitted assigns, and (C)
      any successors to the Company’s business. To the extent that the covenants
      provided for in this Section
      8.4(a)
      may
      later be deemed by a court to be too broad to be enforced with respect to its
      duration or with respect to any particular activity or geographic area, the
      court making such determination shall have the power to reduce the duration
      or
      scope of the provision, and to add or delete specific words or phrases to or
      from the provision. The provision as modified shall then be
      enforced.

     

    (ii) Without
      the prior consent of STF, for a period of five (5) years from the Closing Date,
      the Company Stockholders shall not directly or indirectly, for themselves or
      for
      any other person, firm, corporation, partnership, association or other entity:
      (i) attempt to employ or enter into any contractual arrangement with any
      employee or former employee of any of the STF Group, unless such employee or
      former employee has not been employed by one or more of the STF Group for a
      period in excess of nine months, and/or (ii) call on or solicit any of the
      actual or targeted prospective customers or clients of any of the STF Group,
      nor
      shall the Company Stockholders make known the names and addresses of such
      customers or any information relating in any manner to the STF Group business
      relationships with such customers.

     

    (iii) The
      Company Stockholders shall not at any time divulge, communicate, use to the
      detriment of the Company or for the benefit of any other person or persons,
      or
      misuse in any way, any Confidential Information pertaining to the STF Group.
      Any
      confidential information or data now known or hereafter acquired by any of
      the
      Company Stockholders with respect to any of the STF Group shall be deemed a
      valuable, special and unique asset of such STF Group that is received by the
      Company Stockholders in confidence and as a fiduciary, and the Company
      Stockholders shall remain a fiduciary to each of the STF Group with respect
      to
      all of such information.

     

    
      
        
        

      

      
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    (b) Injunction. It
      is
      recognized and hereby acknowledged by the Parties hereto that a breach or
      violation by either the Company Stockholders of any or all of the covenants
      and
      agreements contained in this Section
      8.4
      may
      cause irreparable harm and damage to STF in a monetary amount which may be
      virtually impossible to ascertain. As a result, each of the Company Stockholders
      recognizes and hereby acknowledges that STF or any one or more of the other
      STF
      Group shall be entitled to an injunction from any court of competent
      jurisdiction enjoining and restraining any breach or violation of any or all
      of
      the covenants and agreements contained in this Section 8.4 by either the Company
      Stockholders, and/or their Affiliates, either directly or indirectly, and that
      such right to injunction shall be cumulative and in addition to whatever other
      rights or remedies STF or such STF Group may possess hereunder, at law or in
      equity. Nothing contained in this Section
      8.4 shall
      be
      construed to prevent STF of any of the STF Group from seeking and recovering
      from the Company Stockholders damages sustained by it as a result of any breach
      or violation by the Company Stockholders of any of the covenants or agreements
      contained in this Section
      8.4.

     

    ARTICLE
      IX. MISCELLANEOUS

     

    9.1 Indemnification
      of STF.

     

    (a) Survival Except
      for (i) the provisions of Article IVA of this Agreement (as to AEP), (ii) the
      provisions of Section
      4.4
      and
Section
      4.5
      of
      Article IVC of this Agreement as to the Management Stockholders, or (iii) acts
      or omissions of any of the Company Stockholders that would constitute common
      law
      fraud or fraud in the inducement, all of the other representations and
      warranties of the Company Stockholders set forth in Article IV of this Agreement
      shall terminate on the Closing Date. The covenants, agreements, and indemnities
      of the Company and all of the Company Stockholders set forth in this Agreement
      or in connection with the transactions contemplated hereby shall survive the
      Closing, and the Post-Closing Agreements and Covenants of the Company
      Stockholders set forth in Article VIII, including those set forth in
Section
      8.4
      of this
      Agreement, shall survive the Closing Date and the Closing as set forth
      therein.

     

    (b) Indemnification. Subject
      at all times to the limitations set forth in this Section
      9.1,
      

     

    (i) the
      Company Stockholders shall severally (not jointly and severally) indemnify,
      defend and hold harmless the STF Group from any and all Damages incurred by
      the
      STF Group, or any of them, as a result of (A) the breach by AEP of any of his
      or
      its representations and warranties set forth in Article IVA of this Agreement,
      (B) the breach of any of the Management Stockholders of any of his or its
      representations and warranties set forth in Section
      4.3
      and
Section
      4.4
      of
      Article IVC of this Agreement, or (C) or any acts or omissions of the any of
      the
      Company Stockholders that would constitute common law fraud or fraud in the
      inducement by such Company Stockholders, or

     

    (ii) each
      Company Stockholder shall severally (not jointly and severally) indemnify,
      defend and hold harmless the STF Group from any and all Damages incurred by
      the
      STF Group, or any of them, from the failure by any Company Stockholder to
      perform or satisfy in any material respect his or its covenants and agreements
      set forth in this Agreement or in any Exhibit hereto or document or certificate
      delivered by such Company Stockholder on the Closing Date.

     

    
      
        
        

      

      
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    (c) Limitations
      on Liability. Each
      Management Stockholder shall only be liable to the extent that Damages shall
      exceed €100,000 (and thereafter from €100,001 and more), and, absent any actions
      or omissions constituting common law fraud or fraud in the inducement by any
      one
      or more Management Stockholder, the maximum liability of each Management
      Stockholder shall not exceed €250,000 for each of Ruscke and Janks and €150,000
      for each of Malik and Freud. AEP shall only be liable to the extent that Damages
      shall exceed €100,000 (and thereafter from €100,001 and more), and, absent any
      actions or omissions constituting common law fraud or fraud in the inducement
      by
      AEP, the maximum liability of AEP shall not exceed for €250,000. In the absence
      of acts or omissions of any Company Stockholders that would constitute common
      law fraud or fraud in the inducement (which acts or omissions shall create
      a
      liability of such Company Stockholder committing such act or omission), each
      Company Stockholder, shall be liable for a share of Damages in excess of
€ 100,000 corresponding to the number of Company Shares transferred by such
      Company Stockholder under this Agreement in relation to the total number of
      Company Shares, in each case up to the maximum liability defined in the
      preceding sentence.

     

    (d)  Payment
      of Damages. In
      the
      event that the Company Stockholders shall become liable under this Agreement
      to
      indemnify STF for any Damages, the applicable Company Stockholder(s) shall
      pay
      such Damages to STF, at the option of each Company Stockholder, either (i)
      in
      cash, or (ii) by returning to STF an applicable portion of the Exchange Shares.
      If such Company Stockholder shall elect to make payment of Damages in Exchange
      Shares (or if converted into STF Conversion Shares, in Common Stock), the number
      and percentage of Exchange Shares or STF Conversion Shares to be determined
      shall be equal in value to the applicable amount of Damages incurred by STF.
      The
      aggregate number of Exchange Shares or STF Conversion Share to be returned
      to
      STF shall equal the result of dividing (A) the amount of Damages, by (B) the
      Per
      Share Value (as defined below). The “Per
      Share Value”
shall
      be, (x) for STF Conversion Shares the per share closing price of the STF
      Conversion Shares as at the date that the liability of the Company Stockholders
      and the applicable amount of Damages shall have been determined, and (y) for
      Exchange Shares the per share closing price of such STF Conversion Shares as
      at
      the date that the liability of the Company Stockholders and the applicable
      amount of Damages shall have been determined multiplied by the number of STF
      Conversion Shares issuable or issued upon full conversion of a Exchange Shares.
      

     

    9.2 Indemnification
      of Company Stockholders.

     

    (a) Survival The
      representations, warranties, agreements, and indemnities of STF set forth in
      this Agreement or in connection with the transactions contemplated hereby shall
      survive the Closing for the period provided in Section
      9.2(b).
      The
      Post-Closing Agreements and Covenants of STF set forth in Article VIII, of
      this
      Agreement, shall survive the Closing Date and the Closing
      indefinitely.

     

    (b) Indemnification
      and Business Indemnity Period. Subject
      at all times to the limitations set forth in this Section
      9.2,
      STF
      shall indemnify, defend and hold harmless the Company Stockholders and the
      Company from any and all Damages incurred by the Company Stockholders or the
      Company that arise from 

     

    (i) the
      breach of any of the representations and warranties of STF forth in this
      Agreement, or

     

    (ii) the
      failure by STF to perform or satisfy in any material respect their covenants
      and
      agreements set forth in this Agreement or in any Exhibit hereto or document
      or
      certificate delivered by STF on the Closing Date.

     

    
      
        
        

      

      
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          37
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    Notwithstanding
      the foregoing, STF shall not have any liability under this Agreement to
      indemnify for breaches of any representations and warranties contemplated under
      Section
      9.2(b)(i)
      above
      unless STF receives notice in writing from one or more Company Stockholders
      of a
      claim under said indemnity on or before that date which shall be twelve (12)
      months following the Closing Date (the “STF
      Indemnity Period”).
      Said
      limitations shall not apply to any breaches of or obligations to comply with
      any
      of the other provisions of this Agreement, regardless of whether such breach
      or
      obligation also constitutes a breach or obligation under any of the provisions
      specifically listed in this Section
      9.2(b).

    


    (c) Limitations
      on Liability. STF
      shall
      only be liable to the extent that Damages shall exceed €100,000 (and thereafter
      from €100,001 and more), and, absent any actions or omissions constituting
      common law fraud or fraud in the inducement by STF, the maximum liability of
      STF
      shall not exceed €500,000 

     

    (d) Payment
      of Damages. With
      respect to any Damages for which STF is obligated to indemnify any Company
      Stockholder pursuant to this Section 9.2, STF shall, at the option of the
      relevant Company Stockholder (i) pay such Damages to the relevant Company
      Stockholder in cash and shall issue to such Company Stockholder newly issued
      shares of Common Stock with a value equal to the amount of such Damages
      multiplied by the Relative Percentage, or (ii) shall issue to such Company
      Stockholder newly issued shares of Common Stock with a value equal to the
      aggregate of (x) the amount such Damages and (y) the amount of such Damages
      multiplied by the Relative Percentage. 

     

    9.3  Indemnified
      Party and Indemnifying Party. For
      purposes of this Section
      9.3,
      a Party
      making a claim for indemnity under Section
      9.1
      or
Section
      9.2
      is
      hereinafter referred to as an “Indemnified
      Party”
and
      the
      Party against whom such claim is asserted is hereinafter referred to as the
      “Indemnifying
      Party.”
All
      claims by any Indemnified Party shall be asserted and resolved in accordance
      with the following provisions. If any claim or demand for which an Indemnifying
      Party would be liable to an Indemnified Party is asserted against or sought
      to
      be collected from such Indemnified Party by a third party, said Indemnified
      Party shall with reasonable promptness notify in writing the Indemnifying Party
      of such claim or demand stating with reasonable specificity the circumstances
      of
      the Indemnified Party’s claim for indemnification; provided, however, that any
      failure to give such notice will not waive any rights of the Indemnified Party
      except to the extent the rights of the Indemnifying Party are actually
      prejudiced or to the extent that any applicable period set forth in Section
      9.1
      and
Section
      9.2(b)
      has
      expired without such notice being given. After receipt by the Indemnifying
      Party
      of such notice, then upon reasonable notice from the Indemnifying Party to
      the
      Indemnified Party, or upon the request of the Indemnified Party, the
      Indemnifying Party shall defend, manage and conduct any proceedings,
      negotiations or communications involving any claimant whose claim is the subject
      of the Indemnified Party’s notice to the Indemnifying Party as set forth above,
      and shall take all actions necessary, including but not limited to the posting
      of such bond or other security as may be required by any Governmental Authority,
      so as to enable the claim to be defended against or resolved without expense
      or
      other action by the Indemnified Party. Upon request of the Indemnifying Party,
      the Indemnified Party shall, to the extent it may legally do so and to the
      extent that it is compensated in advance by the Indemnifying Party for any
      costs
      and expenses thereby incurred,

     

    (i) take
      such
      action as the Indemnifying Party may reasonably request in connection with
      such
      action,

     

    (ii) allow
      the
      Indemnifying Party to dispute such action in the name of the Indemnified Party
      and to conduct a defense to such action on behalf of the Indemnified Party,
      and

     

    (iii) render
      to
      the Indemnifying Party all such assistance as the Indemnifying Party may
      reasonably request in connection with such dispute and defense.

     

    
      
        
        

      

      
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          38
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    9.4  Substitution The
      Management Stockholders shall have the right, prior to Closing, to transfer
      the
      Company Shares owned by them to a holding company (the “Management
      Holding Company”),
      as
      long as (i) the Management Holding Company is wholly owned by the Management
      Stockholders or the Company Stockholders, (ii) the Management Holding Company
      accedes to this Agreement and assumes all obligations of its shareholders
      hereunder, and (iii) the Management Stockholders (or, if the Management Holding
      Company owned by the Company Stockholders, the Company Stockholders) guarantee
      all obligations and liabilities of the Management Holding Company under this
      Agreement.

     

    9.5  Resolution
      of Disputes.

     

    (a)  All
      disputes, claims or controversies arising out of or relating to this Agreement,
      or any agreement executed and delivered pursuant hereto, or the negotiation,
      breach, validity or performance hereof, or the transactions contemplated hereby
      which cannot be resolved by good faith negotiations, shall be exclusively
      submitted to final and binding arbitration in London England before a panel
      of
      three arbitrators appointed by the International Chamber of Commerce;
provided,
      that
      if any
      Party has no adequate remedy at law he or it may seek emergency injunctive
      relief or specific performance before any court of competent jurisdiction in
      Germany or the United States. The decision and award of the arbitrators shall
      be
      enforceable in any court of competent jurisdiction in the United States and
      Germany. 

     

    (b)  The
      Parties covenant and agree that the arbitration shall commence within ninety
      (90) days of the date on which a written demand for arbitration is filed by
      any
      Party hereto. In connection with the arbitration proceeding, the arbitrators
      shall have the power to order the production of documents by each Party and
      any
      third-Party witnesses. In connection with any arbitration, each Party shall
      provide to the other, no later than seven (7) business days before the date
      of
      the arbitration, the identity of all persons that may testify at the arbitration
      and a copy of all documents that may be introduced at the arbitration or
      considered or used by a Party’s witness or expert. The arbitrators’ decision and
      award shall be made and delivered within six (6) months of the selection of
      the
      arbitrators. The arbitrators’ decision shall set forth a reasoned basis for any
      award of damages or finding of liability. The arbitrators shall not have power
      to award damages in excess of actual compensatory damages and shall not multiply
      actual damages or award punitive damages or any other damages that are
      specifically excluded under this Agreement, and each Party hereby irrevocably
      waives any claim to such damages.

     

    (c)  The
      Parties covenant and agree that they will participate in the arbitration in
      good
      faith and that they will, except as provided below, (A) bear their own
      attorneys’ fees, costs and expenses in connection with the arbitration, and
      (B) share equally in the fees and expenses charged by the arbitrators. The
      arbitrators may in their discretion assess costs and expenses (including the
      reasonable legal fees and expenses of the prevailing Party) against any Party
      to
      the proceeding. Any Party unsuccessfully refusing to comply with an order of
      the
      arbitrators shall be liable for costs and expenses, including attorneys’ fees,
      incurred by the other Party in enforcing the award. This Section 9.4. applies
      equally to requests for temporary, preliminary or permanent injunctive relief,
      except that in the case of temporary or preliminary injunctive relief any Party
      may proceed in court without prior arbitration for the purpose of avoiding
      immediate and irreparable harm or to enforce its rights under any
      non-competition covenants.

     

    
      
        
        

      

      
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          39
          -

        
          

        

      

      
        
        

      

    

     

    9.6 Confidentiality.

     

    (a)  Prior
      to
      the Closing, STF shall, and shall cause its Affiliates and its and their
      employees, agents, accountants, legal counsel and other representatives and
      advisers to, hold in strict confidence all, and not divulge or disclose any,
      information of any kind concerning the transactions contemplated by this
      Agreement, the Company and the Algatec Business; provided, however, that the
      foregoing obligation of confidence shall not apply to (i) information that
      is or
      becomes generally available to the public other than as a result of a disclosure
      to STF or its Affiliates or any of its or their employees, agents, accountants,
      legal counsel or other representatives or advisers by the Company or the Company
      Stockholders, (ii) information that is or becomes available to STF or its
      Affiliates or any of its or their employees, agents, accountants, legal counsel
      or other representatives or advisers on a non-confidential basis prior to its
      disclosure to STF or its Affiliates or any of its or their employees, agents,
      accountants, legal counsel or other representatives or advisers and (iii)
      information that is required to be disclosed by STF or its Affiliates or any
      of
      its or their employees, agents, accountants, legal counsel or other
      representatives or advisers as a result of any applicable law, rule or
      regulation of any Governmental Authority; and provided further that STF promptly
      shall notify the Company of any disclosure pursuant to clause (iii) of this
      Section 9.5.(a); and, provided, further, that the foregoing obligation of
      confidence shall not apply to the furnishing of information by STF in bona
      fide
      discussions or negotiations with prospective lenders provided that such lenders
      agree to be bound by this Section
      9.5 (a).

     

    (b)  The
      Company and the Company Stockholders shall, and shall cause its or his
      Affiliates and their respective employees, agents, accountants, legal counsel
      and other representatives and advisers to, hold in strict confidence all, and
      not divulge or disclose any, information of any kind concerning the transactions
      contemplated by this Agreement, the Company, the Company Stockholders or their
      respective businesses; provided, however, that the foregoing obligation of
      confidence shall not apply to (i) information that is or becomes generally
      available to the public other than as a result of a disclosure by the Company,
      the Company Stockholders or its or their Affiliates or any of their respective
      employees, agents, accountants, legal counsel or other representatives or
      advisers, (ii) information that is or becomes available to the Company, the
      Company Stockholders or its or their Affiliates or any of their respective
      employees, agents, accountants, legal counsel or other representatives or
      advisers after the Closing on a non-confidential basis prior to its disclosure
      to the Company, the Company Stockholders or its or their Affiliates or any
      of
      their respective employees, agents, accountants, legal counsel or other
      representatives or advisers by STF and (iii) information that is required to
      be
      disclosed by the Company, the Company Stockholders or its or their Affiliates
      or
      any of their respective employees, agents, accountants, legal counsel or other
      representatives or advisers as a result of any applicable law, rule or
      regulation of any Governmental Authority; and provided further that the Company
      or the Company Stockholders shall promptly shall notify STF of any disclosure
      pursuant to clause (iii) of this Section 9.3(b).

     

    9.7 Brokers.
      Regardless of whether the Closing shall occur, (i) the Company Stockholders
      and
      the Company shall indemnify and hold harmless STF from and against any and
      all
      liability for any brokers or finders’ fees arising with respect to brokers or
      finders retained or engaged by the Company or the Company Stockholders in
      respect of the transactions contemplated by this Agreement, and (ii) STF shall
      indemnify and hold harmless the Company Stockholders and the Company from and
      against any and all liability for any brokers’ or finders’ fees arising with
      respect to brokers or finders retained or engaged by STF in respect of the
      transactions contemplated by this Agreement. 

     

    9.8 Costs
      and Expenses.
      Each of
      the Parties to this Agreement shall bear his or its own expenses incurred in
      connection with the negotiation, preparation, execution and closing of this
      Agreement, other than the costs of the adoption of GAAP at the Company and
      its
      Subsidiaries for purposes of the STF group reporting with the SEC, which shall
      be paid only by STF. 

     

    9.9 Notices.
      Any
      notice, request, instruction, correspondence or other document to be given
      hereunder by any Party hereto to another (herein collectively called
“Notice”)
      shall
      be in writing and delivered personally or mailed by registered or certified
      mail, postage prepaid and return receipt requested, or by facsimile or e-mail,
      as follows:

     

    
      
        
        

      

      
        -
          40
          -

        
          

        

      

      
        
        

      

    

     

    IF
      TO STF:                          
      Solar
      Thin Films, Inc.

    505
      Grove
      Street

    Haddonfield,
      New Jersey 08033

    Attn:
      Peter C. Lewis, President

    Fax
      No.

    email:
      peter.lewis@solarthinfilms.com

     

    With
      a
      copy to:

     

    Hodgson
      Russ, LLP

    1540
      Broadway, 24th
      Floor

    New
      York,
      New York 10036

    Attention:
      Stephen A. Weiss, Esq.

    Fax
      No.
      212-751-0928

    email:
      sweiss@hodgsonruss.com

    


    IF
      TO THE COMPANY, AND/OR

    THE
      COMPANY STOCKHOLDERS:

    


    If
      to the
      Company and/or any of the Management Stockholders:

    


    Algatec
      Solar AG

    Kotschkaer
      Weg 8

    04932
      Roederland/OT Prosen, Germany

    Attn:
      Rainer Ruscke, Chief Executive Officer

    Office:
      011.49.(0)
      35 33-48 18 0

    Fax:
      011.49.(0)
      35 33-84 02

    Email:
      ruschke@algatec.com

     

    with
      copies to:

     

    Dr.
      Stefan Malik

    Tegernseer
      Beratungs-Service and

    Rechenzentrum
      GmbH

    Sudliche
      Hauptstrasse 23

    83700
      Rottach-Egern

    Germany

    Office:
      011.49.(0)
      8022.2778.20

    Fax:
      011.49.(0)
      8022.2778.44

    Email:
      s.malik@tbs.de

     

    
      
        
        

      

      
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          41
          -

        
          

        

      

      
        
        

      

    

     

    Gregor
      Klenk, Esquire

    Latham
      & Watkins LLP

    Frankfurter
      Welle

    Reuterweg
      20 

    60323
      Frankfurt am Main 

    Tel.: 
      +49-69-6062 6517 

    Fax: 
      +49-69-6062 6700 

    E-Mail:
      Gregor.Klenk@lw.com

    


    If
      to
      AEP: 

    Algatec
      Equity Partners, L.P.

    c/o
      Algatec Management LLC

    c/o
      Robert M. Rubin, Manager

    25
      Highland Boulevard

    Dix
      Hills, New York 11746

    Office:
      631.595.9367

    Cell:
      516.443.0466

    Fax:
      631.254.2136

    Email:
      rmr63@optonline.net

    


    Each
      of
      the above addresses for notice purposes may be changed by providing appropriate
      notice hereunder. Notice given by personal delivery or registered mail shall
      be
      effective upon actual receipt. Notice given by telecopier or e-mail shall be
      effective upon actual receipt if received during the recipient’s normal business
      hours, or at the beginning of the recipient’s next normal business day after
      receipt if not received during the recipient’s normal business hours. All
      Notices by telecopier or e-mail shall be confirmed by the sender thereof
      promptly after transmission in writing by registered mail or personal delivery.
      Anything to the contrary contained herein notwithstanding, Notices to any Party
      hereto shall not be deemed effective with respect to such Party until such
      Notice would, but for this sentence, be effective both as to such Party and
      as
      to all other Persons to whom copies are provided above to be given.

    


    9.10  Governing
      Law.
      The
      provisions of this Agreement shall be governed by and construed in accordance
      with the laws of the State of New York (excluding any conflict of law rule
      or
      principle that would refer to the laws of another jurisdiction). Notwithstanding
      the foregoing, the laws of Germany shall govern the Employment Agreements and
      the provisions of Section
      8.4
      of this
      Agreement.

     

    9.11 Entire
      Agreement; Amendments and Waivers.
      This
      Agreement, together with all Exhibits and Schedules attached hereto, constitutes
      the entire agreement between and among the Parties hereto pertaining to the
      subject matter hereof and supersedes all prior agreements, understandings,
      negotiations and discussions, whether oral or written, of the Parties, and
      there
      are no warranties, representations or other agreements between the Parties
      in
      connection with the subject matter hereof except as set forth specifically
      herein or contemplated hereby. No supplement, modification or waiver of this
      Agreement shall be binding unless executed in writing by the Party to be bound
      thereby. No waiver of any of the provisions of this Agreement shall be deemed
      or
      shall constitute a waiver of any other provision hereof (regardless of whether
      similar), nor shall any such waiver constitute a continuing waiver unless
      otherwise expressly provided.

     

    9.12 Binding
      Effect and Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties hereto
      and their respective permitted successors and assigns; but neither this
      Agreement nor any of the rights, benefits or obligations hereunder shall be
      assigned, by operation of law or otherwise, by any Party hereto without the
      prior written consent of the other Party; provided, however, that STF may assign
      its rights hereunder to any lender to STF as collateral. Nothing in this
      Agreement, express or implied, is intended to confer upon any Person other
      than
      the Parties hereto and their respective permitted successors and assigns, any
      rights, benefits or obligations hereunder.

     

    
      
        
        

      

      
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    9.13 Remedies.
      The
      rights and remedies provided by this Agreement are cumulative, and the use
      of
      any one right or remedy by any Party hereto shall not preclude or constitute
      a
      waiver of its right to use any or all other remedies. Such rights and remedies
      are given in addition to any other rights and remedies a Party may have by
      law,
      statute or otherwise.

     

    9.14 Exhibits
      and Schedules.
      The
      Exhibits and Schedules referred to herein are attached hereto and incorporated
      herein by this reference. Disclosure of a specific item in any one Schedule
      shall be deemed restricted only to the Section to which such disclosure
      specifically relates except where (i) there is an explicit cross-reference
      to
      another Schedule, and (ii) the Parties would reasonably be expected to ascertain
      the scope of the modification to a representation intended by such
      cross-reference.

     

    9.15 Multiple
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    9.16 References
      and Construction.

     

    (a) Whenever
      required by the context, and is used in this Agreement, the singular number
      shall include the plural and pronouns and any variations thereof shall be deemed
      to refer to the masculine, feminine, neuter, singular or plural, as the
      identification the person may require. References to monetary amounts, specific
      named statutes and generally accepted accounting principles are intended to
      be
      and shall be construed as references to United States dollars, statutes of
      the
      United States of the stated name and United States generally accepted accounting
      principles, respectively, unless the context otherwise requires.

     

    (b) The
      provisions of this Agreement shall be construed according to their fair meaning
      and neither for nor against any Party hereto irrespective of which Party caused
      such provisions to be drafted. Each of the Parties acknowledge that it has
      been
      represented by an attorney in connection with the preparation and execution
      of
      this Agreement.

     

    9.17 Attorneys’
      Fees.
      In the
      event any suit or other legal proceeding is brought for the enforcement of
      any
      of the provisions of this Agreement, the Parties hereto agree that the
      prevailing Party or Parties shall be entitled to recover from the other Party
      or
      Parties upon final judgment on the merits reasonable attorneys’ fees (and sales
      taxes thereon, if any), including attorneys’ fees for any appeal, and costs
      incurred in bringing such suit or proceeding.

     

    ARTICLE
      X. DEFINITIONS

     

    Capitalized
      terms used in this Agreement are used as defined in this Article X or elsewhere
      in this Agreement.

    


    10.1 2008
      Financial Statements.
      Shall
      have the meaning set forth in Section 7.2(j).

     

    10.2 AEP.
      Shall
      have the meaning as defined in the introduction.

     

    
      
        
        

      

      
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          43
          -

        
          

        

      

      
        
        

      

    

     

    10.3 Affiliate.
      means
      with respect to any Person, any other Person directly or indirectly controlling
      (including, but not limited to, all directors and officers of such Person),
      controlled by, or under direct or indirect common control with, such Person.
      A
      Person shall be deemed to control another Person if such Person possesses,
      directly or indirectly, the power to direct or cause the direction of the
      management and policies of such other Person, whether through the ownership
      of
      voting securities, by contract or otherwise. 

     

    10.4 A.
      Freud.
      Shall
      have the meaning as defined in the introduction.

     

    10.5 Agreement.
      Shall
      have the meaning as defined in the introduction.

     

    10.6 Algatec.
      Shall
      have the meaning as defined in the introduction.

     

    10.7 Algatec
      Business.
      Shall
      have the meaning as defined in paragraph E of the Recitals.

     

    10.8 Algatec
      Financing.
      Shall
      have the meaning as defined in Section 7.1 (d).

     

    10.9 Algatec
      Group.
      “Algatec Group” means the collective reference to the Company, Solar Invest and
      Trend Capital KG.

     

    10.10 Algatec
      Material Contracts.
      Shall
      have the meaning as defined in Section 4.17.

     

    10.11 Algatec
      Termination Event. Shall
      have the meaning as defined in Section 3.4 (c).

     

    10.12 Audited
      Financial Statements.
      Shall
      have the meaning as defined in Section 4.8.

     

    10.13 Balance
      Sheet Date.
      Shall
      have the meaning as defined in Section 5.8 (e).

     

    10.14 Business.
      Shall
      have the meaning as defined in Section 8.4 (C).

     

    10.15 Business
      Day.
      The
      term “Business Day” means any day, on which banks in New York City, NY, USA and
      Frankfurt, Germany are open for business.

     

    10.16 Certificate
      of Designations.
      Shall
      have the meaning as defined in Section 2.2.

     

    10.17 Closing.
      Shall
      have the meaning as defined in Section 3.1.

     

    10.18 Closing
      Audited Financial Statements.
      Shall
      have the meaning as defined in Section 7.2(j).

     

    10.19 Closing
      Date.
      Shall
      have the meaning as defined in Section 3.1.

     

    10.20 Common
      Stock.
      The
      term Common Stock shall have the meaning defined in paragraph H of the
      Recitals.

     

    10.21 Company.
      Shall
      have the meaning as defined in the introduction.

     

    10.22 Company
      Articles of Association.
      Shall
      have the meaning as defined in paragraph A of the Recitals.

     

    10.23 Company
      Audit.
      Shall
      have the meaning as defined in Section 7.2(j).

     

    
      
        
        

      

      
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          44
          -

        
          

        

      

      
        
        

      

    

     

    10.24 Company
      Share/Company Shares.
      Shall
      have the meaning as defined in paragraph A of the Recitals.

     

    10.25 Company
      Stockholder.
      Shall
      have the meaning as defined in the introduction.

     

    10.26 Company
      Stockholders.
      Shall
      have the meaning as defined in the introduction.

     

    10.27 Confidential
      Information.
      The
      term “Confidential Information” shall mean confidential data and confidential
      information relating to the business of the Company (which does not rise to
      the
      status of a Trade Secret under applicable law) which is or has been disclosed
      to
      Company Stockholders or of which Company Stockholders became aware as a
      consequence of or through his employment with the Company and which has value
      to
      the Company and is not generally known to the competitors of the Company.
      Confidential Information shall not include any data or information that (i)
      has
      been voluntarily disclosed to the general public by the Company or its
      Affiliates, (ii) has been independently developed and disclosed to the general
      public by others, or (iii) otherwise enters the public domain through lawful
      means.

     

    10.28 Contracts.
      The
      term “Contract” or “Contracts,” when described as being those of or applicable
      to any Person, shall mean any and all contracts, agreements, franchises,
      understandings, arrangements, leases, licenses, registrations, authorizations,
      easements, servitudes, rights of way, mortgages, bonds, notes, guaranties,
      liens, indebtedness, approvals or other instruments or undertakings to which
      such Person is a Party or to which or by which such Person or the property
      of
      such Person is subject or bound, excluding any Permits.

     

    10.29 Damages.
      The
      term “Damages” shall mean any and all damages, liabilities, obligations,
      penalties, fines, judgments, claims, deficiencies, losses, costs, expenses
      and
      assessments (including without limitation income and other taxes, interest,
      penalties and reasonable attorneys’ and accountants’ fees and
      disbursements).

     

    10.30 Employment
      Agreements.
      Shall
      have the meaning as defined in Section 6.8.

     

    10.31 Environmental
      Claims.
      Shall
      have the meaning as defined in Section 5.17 (b).

     

    10.32 Environmental
      Laws.
      Shall
      have the meaning as defined in Section 4.14.

     

    10.33 Equipment
      Additions.
      Shall
      have the meaning as defined in Section 7.1 (d).

     

    10.34 Exchange
      Shares.
      Shall
      have the meaning as defined in paragraph J of the Recitals.

     

    10.35 Exhibits.
      The
      term “Exhibits” shall mean any or all of the exhibits to this Agreement and any
      and all other agreements, instruments or documents required or expressly
      provided under this Agreement to be executed and delivered in connection with
      the transactions contemplated by this Agreement. 

     

    10.36 Fairness
      Opinion.
      Shall
      have the meaning as defined in Section 6.16.

     

    10.37 Financial
      Statements.
      Shall
      have the meaning as defined in Section 4.8.

     

    10.38 Form
      8-K.
      Shall
      have the meaning as defined in Section 6.17.

     

    
      
        
        

      

      
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    10.39 GAAP.
      Shall
      have the meaning as defined in Section 5.8 (a).

     

    10.40 Governmental
      Authorities.
      The
      term “Governmental Authorities” shall mean any nation or country (including but
      not limited to Germany and the United States) and any commonwealth, territory
      or
      possession thereof and any political subdivision of any of the foregoing,
      including but not limited to courts, departments, commissions, boards, bureaus,
      agencies, ministries or other instrumentalities.

     

    10.41 Hazardous
      Material.
      The
      term “Hazardous Material” shall mean all or any of the following: (a) substances
      that are defined or listed in, or otherwise classified pursuant to, any
      applicable laws or regulations as “hazardous substances,” “hazardous materials,”
“Hazardous wastes,” “toxic substances” or any other formulation intended to
      define, list or classify substances by reason of deleterious properties such
      as
      ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity
      or
“EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas,
      natural gas liquids or synthetic gas and drilling fluids, produced waters and
      other wastes associated with the exploration, development or production of
      crude
      oil, natural gas or geothermal resources; (c) any flammable substances or
      explosives or any radioactive materials; and (d) asbestos in any form or
      electrical equipment which contains any oil or dielectric fluid containing
      levels of polychlorinated biphenyls in excess of fifty parts per
      million.

     

    10.42 Indemnified
      Party.
      Shall
      have the meaning as defined in Section 9.3.

     

    10.43 Indemnifying
      Party.
      Shall
      have the meaning as defined in Section 9.3.

     

    10.44 Intangible
      Rights.
      Shall
      have the meaning as defined in Section 5.15.

     

    10.45 Intellectual
      Property.
      Shall
      have the meaning as defined in Section 4.11.

     

    10.46 Inventory.
      The
      term “Inventory” shall mean all goods, merchandise and other personal property
      owned and held for sale, and all raw materials, works-in-process, materials
      and
      supplies of every nature which contribute to the finished products of the
      Company or STF and its Subsidiaries in the ordinary course of its business,
      specifically excluding, however, damaged, defective or otherwise unsaleable
      items.

     

    10.47 Knowledge.
      The
      term “knowledge” shall mean the actual knowledge of any of the directors,
      officers or managerial personnel of a Party with respect to the matter in
      question, and such knowledge of the directors, officers or managerial personnel
      of a Party reasonably should have obtained upon diligent investigation and
      inquiry into the matter in question.

     

    10.48 Komax.
      Shall
      have the meaning as defined in paragraph G of the Recitals and in Section 7.1
      (d).

     

    10.49 Komax
      Purchase Order.
      Shall
      have the meaning as defined in paragraph G of the Recitals.

     

    10.50 Leases.
      Shall
      have the meaning as defined in Section 5.13 (b).

     

    10.51 Legal
      Requirements.
      The
      term “Legal Requirements,” when described as being applicable to any Person,
      shall mean any and all laws (statutory, judicial or otherwise), ordinances,
      regulations, judgments, orders, directives, injunctions, writs, decrees or
      awards of, and any Contracts with, any Governmental Authority, in each case
      as
      and to the extent applicable to such Person or such Person’s business,
      operations or properties.

     

    
      
        
        

      

      
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    10.52 Liens.
      Shall
      have the meaning as defined in Section 1.1 (c).

     

    10.53 Management
      Holding Company. Shall have the meaning as defined in Section 9.4

     

    10.54 Management
      Stockholder/Management Stockholders.
      Shall
      have the meaning as defined in the introduction.

     

    10.55 Material
      Adverse Effect. The
      term
“Material Adverse Effect” shall mean: 

     

    (a) with
      respect to STF, any event, circumstance, change or effect that, individually
      or
      in the aggregate, had or might reasonably be expected to have a material adverse
      effect on the business, operations, prospects, Properties or financial condition
      of STF and its consolidated Subsidiaries, when taken as a consolidated whole;
      

     

    (b) with
      respect to the Algatec Group, (i) any event, circumstance, change or effect
      that, individually or in the aggregate, had or might reasonably be expected
      to
      have a material adverse effect on the business, operations, prospects,
      Properties or financial condition of the Algatec Group, when taken as a
      consolidated whole, or (ii) the failure or refusal of Q-Cells in January 2009
      to
      renew the Q-Cells Agreement for a minimum of one year following December 31,
      2009; and

     

    (c) with
      respect to the Management Group, the death or permanent disability (defined
      as
      the inability for more than 90 consecutive days to render full-time services
      to
      the Algatec Group) of Rainer Ruschke or Ullrich Jank.

     

    10.56 Material
      Contract.
      Shall
      have the meaning as defined in Section 5.14 (a).

     

    10.57 Notice.
      Shall
      have the meaning as defined in Section 9.9.

     

    10.58 Owned
      Premises.
      Shall
      have the meaning as defined in Section 5.13 (a).

     

    10.59 Party/Parties.
      Shall
      have the meaning as defined in the introduction.

     

    10.60 Per
      Share Value.
      The
      term “Per Share Value” shall have the meaning as defined in Section
      9.1(d).

     

    10.61 Permits.
      The
      term “Permits” shall mean any and all permits, rights, approvals, licenses,
      authorizations, legal status, orders or Contracts under any Legal Requirement
      or
      otherwise granted by any Governmental Authority.

     

    10.62 Person.
      The
      term “Person” shall mean any individual, partnership, joint venture, firm,
      corporation, association, limited liability company, trust or other enterprise
      or any governmental or political subdivision or any agency, department or
      instrumentality thereof.

     

    10.63 Plant
      Addition.
      Shall
      have the meaning as defined in Section 7.1 (d).

     

    
      
        
        

      

      
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    10.64 Product.
      The
      term “Product” shall mean each product, repair process or service under
      development, developed, manufactured, licensed, distributed or sold by the
      Party
      and any other products in which the Party has any proprietary rights or
      beneficial interest. 

     

    10.65 Prösen
      Real Estate.
      Shall
      have the meaning as defined in paragraph F of the Recitals.

     

    10.66 Properties.
      The
      term “Properties” shall mean any and all properties and assets (real, personal
      or mixed, tangible or intangible) owned or Used by the Party.

     

    10.67 Q-Cells.
      Shall
      have the meaning as defined in paragraph G of the Recitals.

     

    10.68 Q-Cells
      Agreement.
      Shall
      have the meaning as defined in paragraph G of the Recitals.

     

    10.69 Real
      Property.
      The
      term “Real Property” shall mean the real property Used by the Party in the
      conduct of its business.

     

    10.70 Records.
      Shall
      have the meaning as defined in Section 3.2 (v).

     

    10.71 Registration
      Rights Agreement.
      Shall
      have the meaning as defined in Section 6.23.

     

    10.72 Regulations.
      The
      term “Regulations” shall mean any and all regulations promulgated by the
      Department of the Treasury pursuant to the Internal Revenue Code.

     

    10.73 Relative
      Percentage.
      The
      term “Relative Percentage” shall mean for any shareholder of STF the percentage
      obtained by dividing the percentage interest of such shareholder in STF by
      the
      aggregate percentage interest of all other shareholders of STF, in each case,
      to
      the extent applicable, on an “as converted” basis.

     

    10.74 R.
      Ruschke.
      Shall
      have the meaning as defined in the introduction.

     

    10.75 Schedule.
      The
      term “Schedule” shall mean any schedule to this Agreement nd any and all other
      agreements, instruments or documents required or expressly provided under this
      Agreement to be executed and delivered in connection with the transactions
      contemplated by this Agreement.

     

    10.76 SEC.
      Shall
      have the meaning as defined in Section 5.8 (b) and Article VI, B.),
      6.17

     

    10.77 Series
      A Preferred Stock.
      Shall
      have the meaning as defined in paragraph H (ii) of the Recitals.

     

    10.78 Series
      B Preferred Stock. Shall
      have the meaning as defined in paragraph H (iii) of the Recitals.

     

    10.79 Shareholder
      Directors.
      Shall
      have the meaning as defined in Section 6.18.

     

    10.80 Share
      Purchase Agreement.
      Shall
      have the meaning as defined in paragraph C of the Recitals.

     

    10.81 Signing
      Date.
      shall
      have the meaning as defined in the introduction.

     

    10.82 S.
      Malik.
      Shall
      have the meaning as defined in the introduction.

     

    
      
        
        

      

      
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    10.83 Solar
      Invest.
      Shall
      have the meaning as defined in paragraph E of the Recitals.

     

    10.84 Stockholder
      Communication Document.
      Shall
      have the meaning as defined in Section 6.20 (a).

     

    10.85 Stockholders’
      Meeting.
      Shall
      have the meaning as defined in Section 6.21 (a).

     

    10.86 STF.
      Shall
      have the meaning as defined in the introduction.

     

    10.87 STF
      Audited Financial Statements.
      Shall
      have the meaning as defined in Section 5.8 (a).

     

    10.88 STF
      Financial Statements.
      Shall
      have the meaning as defined in Section 5.8 (a).

     

    10.89 STF
      Group.
      Shall
      have the meaning as defined in Section 8.4 (A).

     

    10.90 STF
      Indemnity Period.
      Shall
      have the meaning as defined in Section 9.2 (b)(ii).

     

    10.91 STF
      Public Filings The
      term
“STF Public Filings” means and includes all of the filings reports, statements,
      forms, schedules, registration statements, prospectuses, proxy statements,
      and
      other documents required to be filed or furnished by STF with the SEC under
      the
      United States Securities Act of 1933, as amended (the “33
      Act”),
      and
      the United States Securities Exchange Act of 1934, as amended (the “34
      Act”),
      for
      all periods from and after January 1, 2005, including, without limitation,
      all
      (a) registration statements on Form S-1 or other forms for registering
      securities under the 33 Act, (b) all Form 10KSB Annual Reports, Form 8-K Interim
      Report, Form 10-Q Quarterly Report, and (c) all proxy statements on Form 14A
      or
      information statements on Form 14C and other filings under the 34
      Act.

     

    10.92 STF
      Recommendation.
      Shall
      have the meaning as defined in Section 6.21 (a).

     

    10.93 STF
      Series B-5 Preferred Stock. Shall
      have the meaning as defined in Section 2.1.

     

    10.94 STF
      Stockholder Approval.
      Shall
      have the meaning as defined in Section 6.21.

     

    10.95 STF
      Stockholders’ Meeting.
      Shall
      have the meaning as defined in Section 3.4 (c)(iv).

     

    10.96 STF
      Termination Event.
      Shall
      have the meaning as defined in Section 3.4 (b).

     

    10.97 STF
      Unaudited Financial Statements.
      Shall
      have the meaning as defined in Section 5.8 (a).

     

    10.98 Subsidiary.
      The
      term “Subsidiary” shall mean any Person of which a majority of the outstanding
      voting securities or other voting equity interests are owned, directly or
      indirectly, by the Company.

     

    10.99 Takeover
      Laws.
      Shall
      have the meaning as defined in Section 5.21.

     

    10.100 Tangible
      STF Properties.
      Shall
      have the meaning as defined in Section 5.16.

     

    10.101 Territory.
      Shall
      have the meaning as defined in Section 8.4 (A).

     

    
      
        
        

      

      
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    10.102 To
      the
      knowledge of the Management Stockholders.
      Shall
      have the meaning as defined in Article IV.

     

    10.103 Trade
      Secrets.
      The
      term “Trade Secrets” shall mean information of the Company including, but not
      limited to, technical or nontechnical data, formulas, patterns, compilations,
      programs, financial data, financial plans, product or service plans or lists
      of
      actual or potential customers or suppliers which (i) derives economic value,
      actual or potential, from not being generally known to, and not being readily
      ascertainable by proper means by, other persons who can obtain economic value
      from its disclosure or use, and (ii) is the subject of efforts that are
      reasonable under the circumstances to maintain its secrecy. 

     

    10.104 Trend
      Capital KG.
      Shall
      have the meaning as defined in paragraph D of the Recitals.

     

    10.105 Trend
      Capital Business Transfer.
      Shall
      have the meaning as defined in paragraph D of the Recitals.

     

    10.106 U.
      Jank.
      Shall
      have the meaning as defined in the introduction.

     

    10.107 Unaudited
      Financial Statements.
      Shall
      have the meaning as defined in Section 4.8.

     

    10.108 Used.
      The
      term “Used” shall mean, with respect to the Properties, Contracts or Permits of
      the Company or STF, those owned, leased, licensed or otherwise held by the
      Company or STF which were acquired for use or held for use by the Company or
      STF
      in connection with their respective business and operations.

     

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

     

    
      	
              STF:

            
	
              SOLAR
                THIN FILMS, INC.

            
	 	 
	
              By:
                

            	
              /s/
                Robert M. Rubin

            
	
              Name:
                Robert M. Rubin,

            
	
              Title:
                Chairman and Chief Financial Officer

            
	 	 
	
              COMPANY:

            
	
              ALGATEC
                SOLAR AG

            
	 	 
	
              By:
                

            	
              /s/
                Rainer Ruschke

            
	
              Name:
                Rainer Ruschke

            
	
              Title:
                Chief Executive Officer and President

            
	 	 
	
              COMPANY
                STOCKHOLDERS:

            
	 	 
	
              ALGATEC
                EQUITY PARTNERS, L.P.

            
	
              By:
                Algatec Management LLC, General Partner

            
	 	 
	
              By:
                

            	
              /s/
                Barry Pomerantz

            
	
              Name:
                Barry Pomerantz

            
	
              Title:
                Manager and Member

            
	 	 
	
              /s/
                Rainer Ruschke

            
	
              RAINER
                RUSCHKE

            
	 	 
	
              /s/
                Ullrich Jank

            
	
              ULLRICH
                JANK

            
	 	 
	
              /s/
                Dr. Stefan Malik

            
	
              DR.
                STEFAN MALIK

            
	 	 
	
              /s/
                Andre Freud

            
	
              ANDRE
                FREUD

            
	 	 
	
              THE
                TRUSTEE:

            
	 	 
	
              /s/
                Roland Richter

            
	
              Name:
                Roland Richter, Esquire

            


    

    


    
      
        
        

      

      
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