SHARE
      PURCHASE AGREEMENT

     

    THIS
      SHARE PURCHASE AGREEMENT
      (this
“Agreement”),
      dated
      as of October 30, 2008 (the “Signing
      Date”),
      is
      made and entered into by and among:

    


    (A) ALGATEC
      SOLAR AG,
      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 (“Algatec”)
      and
      having its registered office (Sitz)
      in
      Röderland, Germany;

    


    (B) MR.
      RAINER RUSCHKE,
      an
      individual (“Ruschke”),
      born
      on February 16, 1959, with address at Hauptstrasse 37, 04932 Röderland OT
      Prösen, Germany;

    


    (C) MR. ULLRICH
      JANK, an
      individual (Jank”),
      born
      on May 20, 1970, with address at Neue Strasse 12, 01945 Arnsdorf, Germany;
      

    


    (D) DR.
      STEFAN MALIK,
      an
      individual (“Malik”),
      born
      on December 20, 1960, with address at Südliche-Hauptstrasse 23, 83700
      Rottach-Egern, Germany;

    


    (E) MR. ANDRE
      FREUD,
      an
      individual (“Freud”),
      with
      address at Engelhardsgasse 2, 90402 Nürnberg, Germany ;

    


    (F) MR. ROLAND
      RICHTER, ESQ.,
      individual (the “Trustee”),
      born
      on November 27, 1947, with address at Schweinfurter Strasse 4, 01609 Nauwalde,
      Germany, an attorney and counselor at law, acting as trustee for Ruschke;
      and

    


    (G) ALGATEC
      EQUITY PARTNERS, L.P.,
      a United
      States limited Partnership formed under the laws of the State of Delaware (the
      “Partnership”),
      with
      an office located at 25 Highland Boulevard, Dix Hills, New York
      11746.

    


    Ruschke,
      Jank, Malik and Freud are hereinafter sometimes collectively referred to as
      the
“Management
      Stockholders.”
The
      Management Stockholders, the Trustee and the Partnership are hereinafter
      sometimes individually referred to herein as a “Party”
and
      collectively referred to herein as the “Parties.”

    


    TABLE
      OF CONTENTS

    


    
      	
              RECITALS

            	 	
              2

            
	
              1.

            	
              Definitions

            	
              5

            
	
              2.

            	
              Sale
                of and Transfer of Subject Shares.

            	
              10

            
	
              3.

            	
              Related
                Agreements

            	
              12

            
	
              4.

            	
              Consideration
                for Subject Shares; Capital Contribution and Loan

            	
              12

            
	
              5.

            	
              Representations
                and Warranties of the Partnership

            	
              13

            
	
              6.

            	
              Representations
                and Warranties of the Trustee, Algatec and the Management
                Stockholders

            	
              14

            
	
              7.

            	
              Information

            	
              20

            
	
              8.

            	
              Conditions
                to The Partnership’s Obligation to Purchase

            	
              21

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    RECITALS

    


    As
      a
      material inducement for the Partnership to enter into this Agreement and to
      consummate the transactions contemplated hereby, the Management Stockholders
      make the following factual Recitals A. through P. below, each of which recitals
      constitutes a representation and warranty of the Management Stockholders in
      accordance with this Agreement and subject to the limitations and qualifications
      set forth herein.

    


    A. Algatec
      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 and having its registered office
      (Sitz)
      in
      Röderland, Germany. The articles of association of Algatec, as in effect on the
      Signing Date, are attached as Exhibit
      A/1
      (the
“Algatec
      Articles of Association”)
      and
      an, as of the Effective Date, current excerpt of Algatec’s commercial register
      is attached to this Agreement as Exhibit
      A/2.

     

    B. As
      of the
      Signing Date, Algatec has a registered share capital in the amount of €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
“Algatec
      Shares”
and
      each an “Algatec
      Share”).
      

     

    C. The
      Management Stockholders and the Trustee are the sole shareholders of Algatec
      and
      are the record and (except for the Trustee) beneficial owners of the Algatec
      Shares, as follows:

     

    
      	
              Shareholder

            	 	
              Number
                of Algatec Shares

            	 	
              %
                of Registered Capital

            
	
              Ruschke

            	 	
              10,000

            	 	
              20%

            
	
              Jank

            	 	
              7,500

            	 	
              15%

            
	
              Malik

            	 	
              3,000

            	 	
              6%

            
	
              Freud

            	 	
              1,500

            	 	
              3%

            
	
              Trustee

            	 	
              28,000

            	 	
              56%

            


    

     

    D. As
      of the
      Signing Date, the Trustee holds the 56% of the registered Algatec Shares which
      are held by him on behalf of Ruschke.

     

    E. As
      of the
      Signing Date, the supervisory board (Aufsichtsrat)
      of
      Algatec (the “Algatec
      Supervisory Board”)
      consists of three supervisory board members, namely Mr. Frank Simon, Mr. Hartmut
      Suppert and the Trustee and the management board (Vorstand) of
      Algatec (the “Algatec
      Management Board”)
      consists of Messrs. Ruschke, Jank and Malik, provided that the appointment
      of
      the members of the Algatec Management Board has not yet been registered in
      Algatec’s commercial register.

     

    F. As
      of the
      Signing Date, Trend
      Capital GmbH & Co Algatec Solarwerke Brandenburg KG
      is a
      limited partnership (Kommanditgesellschaft)
      organized under the laws of Germany, registered with the commercial register
      (Handelsregister)
      of the
      local court (Amtsgericht)
      of
      Cottbus under registration number HRA 1686 CB (“Trend
      Capital KG”)
      and
      having its registered office (Sitz)
      in
      Elsterwerda, Germany. The partnership agreement of Trend Capital KG, as in
      effect on the Signing Date, is attached as Exhibit
      F/1
      and an,
      as of the Signing Date, current excerpt of Trend Capital KG’s commercial
      register is attached to this Agreement as Exhibit
      F/2.
      


    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    


    G. Trend
      Capital KG is, as of the Signing Date, engaged in the business of manufacturing,
      assembling and selling metallurgical crystalline silicon solar panels or modules
      and other forms of solar panels or modules on an OEM and a non-OEM basis
      throughout the world (the “Business”)

     

    H. As
      of the
      Signing Date, (i) the sole limited partner (Kommanditist) of
      Trend
      Capital KG is N&S
      Verwaltungs- und Beteiligungs 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
      Gütersloh under registration number HRB 4421 (the “Trend
      Capital Limited Partner”)
      and
      having its registered office (Sitz)
      in
      Gütersloh, Germany, and (ii) the sole general partners (Komplementäre)
      of
      Trend Capital KG are (x) Algatec
      Solarwerke Brandenburg 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 HRB 7319 CB and having its registered office
      (Sitz)
      in
      Elsterwerda, Germany, and (y) Trend
      Capital Unternehmensberatung für Finanzen und Immobilien
      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
      Mainz under registration number HRB 8290 and having its registered office
      (Sitz)
      in
      Mainz, Germany (such general partners collectively referred to herein as the
      “Trend
      Capital General Partners”);
      

     

    I. As
      of the
      Signing Date, Algatec and the Trend Capital Limited Partner are party to a
      Kaufvertrag
      über den Erwerb eines Kommanditanteils (Purchase
      Agreement for the Acquisition of a Limited Partner Interest) dated August 28,
      2008 (deed-roll no. 671/2008 of notary Dr. Klaus Kaminski/Gütersloh), a copy of
      which (together with an approval (Genehmigung)
      of such
      agreement by the Algatec Management Board) is
      attached as Exhibit
      I (the
      “Trend
      Capital Interest Purchase Agreement”),
      pursuant to which the Trend Capital Limited Partner has agreed to sell and
      transfer to Algatec all, and not less than all, of its limited partnership
      interests in Trend Capital KG, namely an interest in the nominal amount of
      €2,513,500 (the “Trend
      Capital Limited Partner’s Interest”),
      for
      an aggregate purchase price in the amount of €4,881,219 (the “Trend
      Capital Limited Partnership Purchase Price”);
      which
      Trend Capital Limited Partnership Purchase Price is payable in two installments,
      namely: 

     

    (i) a
      first
      installment in the amount of €2,500,000 which is due and payable (as a result of
      an additional delay for payment granted by the Trend Capital Limited Partner
      to
      Algatec in deviation from the terms of the Trend Capital Interest Purchase
      Agreement) at the latest on October 31, 2008 (the “Trend
      Capital First Installment”)
      and


     

    (ii) a
      second
      installment in the amount of €2,381,219 which is due and payable on February 29,
      2008 (the “Trend
      Capital Second Installment”).
      

     

    J. The
      Trend
      Capital Limited Partner’s Interest represents 100% of all limited partners
      interests in Trend Capital KG.

     

    K. As
      of the
      Signing Date, Algatec has already paid to the Trend Capital Limited Partner
      a
      partial amount of the Trend Capital First Installment equal to € 1,100,000
      (the “Trend
      Capital First Installment Down-Payment”)
      but
      still owes the remainder in the amount of € 1,400,000 (the “Trend
      Capital First Installment Outstanding Amount”).
      As a
      result, the in
      rem transfer
      of the Trend Capital Limited Partner’s Interest by the Trend Capital Limited
      Partner to Algatec, which was under the Trend Capital Interest Purchase
      Agreement made subject to the condition precedent of the full payment of the
      Trend Capital First Installment has not yet occurred. The funds for the Trend
      Capital First Installment Down-Payment were lent to Algatec (i) in an amount
      of
€ 1,000,000 by Mr. Frank Simon (the “Simon
      Loan”)
      and
      (ii) in an amount of € 100,000 by
      Malik
      (the “Malik
      Loan”)


    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    L. Following
      receipt of the Trend Capital First Installment Outstanding Amount by the Trend
      Capital Limited Partner, the transfer and assignment to Algatec of all, and
      not
      less than all, of the Trend Capital Limited Partner’s Interest, will become
      effective and Algatec will become the sole limited partner of Trend Capital
      KG.
      In addition, subject to Algatec having become the sole limited partner of Trend
      Capital KG as aforesaid, the Trend Capital General Partners will (pursuant
      to
      the agreements attached as Exhibit
      D)
      withdraw from Trend Capital KG.

     

    M. As
      a
      result of consummation of the transactions contemplated by Paragraph
      L
      above,
      following the transfer of the Trend Capital Limited Partner’s Interest to
      Algatec and the withdrawal of the Trend Capital General Partners, all assets
      and
      liabilities pertaining to Business will be legally and validly transferred
      to
      Algatec by means of accrual (Anwachsung)
      (the
      transfer and assignment of the Trend Capital Limited Partner’s Interest to
      Algatec, the withdrawal of the Trend Capital General Partners and the accrual
      of
      the Business to Algatec is herein collectively referred to as the “Business
      Transfer”);

     

    N. As
      of the
      Signing Date, Algatec (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
      N (the
      “Real
      Estate Purchase Agreement”),
      relating to the real estate set forth therein in Prösen, Germany, (the
“Prösen
      Real Estate”).
      Pursuant to the Real Estate Purchase Agreement, GB Grundbesitz Brandenburg
      GmbH
      has agreed to sell the Prösen Real Estate to Algatec for a purchase price equal
      to €530,000 (the “Real
      Estate Purchase Price”),
      which
      is payable in twelve instalments (the first instalment being due on November
      1,
      2008 and any further instalment 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 Algatec shall become effective only
      after full payment of the Real Estate Purchase Price by Algatec.

     

    O. As
      of the
      Signing Date, Algatec is a party to a share purchase agreement dated October
      28,
      2008 (deed-roll no. 1304/2008 of notary Sabine Taugnitz/Riesa), a copy of
      which is
      attached as Exhibit
      O,
      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 HRB 6628 CB (“Solar
      Invest”).
      As of
      the Signing Date, the assignment of all shares in Solar Invest to Algatec has
      not yet become effective, since the Trustee acted under such share purchase
      agreement as unauthorized agent (Vertreter
      ohne Vertretungsmacht) of
      Mr.
      Harald Engel (holding one share in the nominal amount of €11,850 out of the
      registered capital of Solar Invest in the total amount of €50,000 and being one
      of the sellers under such share purchase agreement) and since Mr. Harald Engel
      has, as of the Signing Date, not yet approved of such agreement.

     

    P. As
      of the
      Signing Date, (i) Algatec has placed a purchase order with KOMAX
      GROUP AG
      (“Komax”),
      dated
      [●], a true and complete copy of which has been furnished to the Partnership
      for
      the purchase of certain equipment (the “Komax
      Purchase Order”),
      and
      (ii) 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 the Partnership, for the sale of solar modules to Q-Cells (the
      “Q-Cells
      Agreement”).
      

     

    Q. The
      business of Algatec resulting from (i) the Business Transfer and (ii) the
      transfer of the shares in Solar Invest is herein referred to as the
“Algatec
      Business”.

     

    R. Upon
      the
      terms and subject to the conditions set forth in this Agreement: 

     

    (a) the
      Partnership is willing to acquire for an aggregate purchase price of
€ 24,500 such amount and number of Algatec Shares as shall represent
      exactly forty-nine percent (49%) of the issued and outstanding share capital
      of
      Algatec (namely 46% from the Trustee (on behalf of Ruschke) and 3% from Malik)
      namely through (i) on or about October 30, 2008, an acquisition from the Trustee
      of such amount and number of Algatec Shares as shall represent exactly 27.5%
      of
      the of the issued and outstanding share capital of Algatec for a purchase price
      of €13,750 and (ii) on or about November 30, 2008, an acquisition from the
      Trustee and Malik of such amount and number of Algatec Shares as shall represent
      exactly 21.5% of the of the issued and outstanding share capital of Algatec
      for
      an aggregate purchase price of €10,750. The Trustee (on behalf of Ruschke) and
      Malik are willing to sell such amount and number of Algatec Shares to the
      Partnership, and 


    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    


    (b) the
      Partnership is willing to provide to Algatec an aggregate of at least €4,475,500
      through (i) on or about October 30, 2008, a contribution by the Partnership
      to
      the capital reserves of Algatec in the amount of at least €2,475,000 (the
“Capital
      Contribution Amount”) for
      no
      additional consideration and (ii) on or about November 30, 2008 a loan by the
      Partnership to Algatec (the “Loan”)
      in the
      principal amount of at least €2,000,000 (bearing interest at a rate of 6% per
      annum) (the “Loan
      Amount”);
      which
      Loan Amount shall be due on the earlier to occur of (y) consummation of the
      “Algatec
      Financing”
      (as
      hereinafter defined), or (z) December 31, 2011. The Loan shall be evidenced
      by
      the agreement between the Partnership and Algatec dated the Signing Date in
      the
      form of Exhibit
      R
      annexed
      hereto (the “Loan
      Agreement”).

     

    S. Algatec
      shall use the proceeds of the Capital Contribution amount and the Loan Amount
      only for the following purposes: 

     

    (a) the
      proceeds from the Capital Contribution Amount shall be used to make the payment
      of the Trend Capital First Installment Outstanding Amount and repay in full
      the
      Simon Loan and the Malik Loan; and 

     

    (b) the
      proceeds from the Loan, together with other funds available to Algatec, in
      order
      to pay in full the balance of the Trend Capital Limited Partner’s Purchase Price
      by prepayment of the Trend Capital Second Installment.

     

    T. Contemporaneous
      with the execution and delivery of this Agreement, Solar
      Thin Films, Inc.,
      a
      United States Delaware corporation (“Solar
      Thin”)
      and
      each of the Parties hereto are executing and delivering a Stock Exchange
      Agreement in the form of Exhibit
      T
      annexed
      hereto and made a part hereof (the “Stock
      Exchange Agreement”),
      pursuant to which, among other things, the Algatec Stockholders (as hereinafter
      defined) have agreed (subject to the terms and conditions contained in such
      Stock Exchange Agreement) to exchange 100% of the issued and outstanding share
      capital of Algatec for 50,000 shares of Solar Thin “Series B-5 Preferred Stock”
of Solar Thin (as that term is defined in the Stock Exchange Agreement)
      convertible into that number of shares of common stock of Solar Thin as shall
      represent 60% of the “Fully-Diluted Common Stock” of Solar Thin (as that term is
      defined in the Certificate of Designations of the Series B-5 Preferred Stock,
      constituting Exhibit
      A
      to the
      Stock Exchange Agreement);

     

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

     

    1. Definitions. In
      this
      Agreement, the following capitalized terms shall have the meanings set forth
      below.

     

    Accredited
      Investor
      - shall
      have the meaning as defined in Section 5(d).


    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    


    Affiliate
      - shall
      have the same meaning as is defined in Section 15 of the German Stock
      Corporation Act (AktG).

     

    Agreement –
shall
      have the meaning as defined on the front page.

     

    Algatec
      -
      shall
      have the meaning as defined on the front page.

     

    Algatec
      Account
      - shall
      have the meaning as defined in Section 4(a)(ii).

     

    Algatec
      Articles of Association
      - shall
      have the meaning as defined in Recitals A.

     

    Algatec
      Business–
shall
      have the meaning as defined in Recitals Q.

     

    Algatec
      Financing - shall
      mean any form of senior secured debt or equity financing that contains terms
      and
      conditions that are acceptable to both the Partnership (acting through the
      General Partner), and the Management Stockholders, pursuant to which up to
      €36,500,000 (USD $50,000,000) shall be made available to Algatec to (A)
      construct the Plant Addition, and (B) purchase the Equipment
      Additions.

     

    Algatec
      Group
      - shall
      mean the collective reference to Algatec, Solar Invest and Trend Capital
      KG.

     

    Algatec
      Management Board
      - shall
      have the meaning as defined in Recitals E.

     

    Algatec
      Share(s)
      - shall
      have the meaning as defined in Recitals B.

     

    Algatec
      Stockholders
      - shall
      mean the collective reference to the Management Stockholders, the Partnership
      and any other Person owning shares of capital stock of Algatec as at the First
      Closing Date.

     

    Algatec
      Supervisory Board
      - shall
      have the meaning as defined in Recitals E.

     

    Audited
      Financial Statements
      - shall
      have the meaning as defined in Section 6.III.(h).

     

    Breach
      - shall
      have the meaning as defined in Section 10(b)(i).

     

    Business
      - shall
      have the meaning as defined in Recitals G.

     

    Business
      Day
      - shall
      mean any day other than Saturday or Sunday or any other day when the banks
      in
      Frankfurt am Main, Germany, are not open for business.

     

    Business
      Transfer
      - shall
      have the meaning as defined in Recitals M.

     

    Capital
      Contribution Amount
      - shall
      have the meaning as defined in Recitals R.

     

    Damages
      - shall
      have the meaning as defined in Section 10(b)(ii)(D).

     

    Deductible
      Amount
      - shall
      have the as meaning defined in Section 10(b)(ii)(B).

     

    De
      Minimis Amount
      - shall
      have the meaning as defined in Section 10(b)(ii)(B).

     

    Drag-Along
      Algatec Stockholder
      - shall
      have the as meaning defined in Section 9(g)(i).

     

    Drag-Along
      Notice
      - shall
      have the meaning as defined in Section 9(g)(i).


    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    


    Drag-Along
      Offer
      - shall
      have the meaning as defined in Section 9(g)(i).

     

    Due
      Diligence Information -
      shall
      have the meaning as defined in Section 5(e).

     

    Environmental
      Laws
      - shall
      have the meaning as defined in Section 6.III.(n).

     

    Equipment
      Additions
      - shall
      mean the collective reference to the metallurgical crystalline silicon cell
      threading equipment manufactured by Komax, solar module laminating equipment
      and
      other fixed assets to be purchased by Algatec for installation in the Plant
      Addition and having an estimated cost of €34,600,000 (USD
      $47,400,000).

     

    Financial
      Statements
      - shall
      have the as meaning defined in Section 6.III.(h).

     

    First
      Closing
      - shall
      have the meaning as defined in Section 2.

     

    First
      Closing Conditions
      - shall
      have the meaning as defined in Section 2(a)(ii).

     

    First
      Closing Date
      - shall
      have the meaning as defined in Section 4(a).

     

    First
      Closing Share Purchase Price
      - shall
      have the meaning as defined in Section 4(a)(i).

     

    First
      Closing Subject Shares
      - shall
      have the meaning as defined in Section 2(a)(i).

     

    FMV
      Quote
      - shall
      have the meaning as defined in Section 9(i)

     

    Freud
      - shall
      have the meaning as defined on the front page.

     

    General
      Partner
      - shall
      mean Algatec Management LLC, a Delaware limited liability company, acting in
      its
      capacity as the General Partner of the Partnership and owning five percent
      (5%)
      of the equity, profits and losses of the Partnership.

     

    Hazardous
      Materials
      - shall
      have the meaning as defined in Section 6.III.(n).

     

    Highland
      Group -
      shall
      mean the collective reference to The Rubin Family Stock Trust, Sage Management
      LLC (“Sage”),
      Barry
      Pomerantz and their respective Affiliates and business associates.

     

    Initiating
      Algatec Stockholders
      - shall
      have the meaning as defined in Section 9(g)(i).

     

    Intellectual
      Property
      - shall
      have the meaning as defined in Section 6.III.(k).

     

    Jank
      - shall
      have the meaning as defined on the front page.

     

    Komax
      - shall
      have the meaning as defined in Recitals P.

     

    Komax
      Purchase Order
      - shall
      have the meaning as defined in Recitals P.

     

    Liens
      - shall
      have the meaning as defined in Section 6.III.(a).

     

    Limited
      Partners
      - shall
      mean those Persons who shall execute the Partnership Agreement in their
      capacities as limited partners of the Partnership, which Persons shall include
      the Highland Group.

     

    Liquidity
      Event
      - shall
      have the meaning as defined in Section 9(d).


    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    


    Loan
      - shall
      have the meaning as defined in Recitals R.(b).

     

    Loan
      Agreement
      - shall
      have the meaning as defined in Recitals R.(b).

     

    Loan
      Amount
      - shall
      have the meaning as defined in Recitals (R.(b)).

     

    Major
      Transaction
      - shall
      have the meaning as defined in Section 9(b).

     

    Malik
      - shall
      have the same meaning as defined on the front page.

     

    Malik
      Account
      - shall
      have the meaning as defined in Section 4(b)(i).

     

    Malik
      Loan
      - shall
      have the meaning as defined in Recitals (K.).

     

    Management
      Stockholders Employment Agreements
      - shall
      have the meaning as defined in Section 8(b)(v).

     

    Material
      Adverse Effect -
      shall
      mean any material adverse effect on the business, operations, assets, financial
      condition or prospects of the Algatec Group, when taken as a consolidated whole,
      or on the transactions contemplated hereby or by the agreements or instruments
      to be entered into in connection herewith, provided,
      however, that
      none
      of the following shall be deemed a Material Adverse Effect (or considered in
      determining whether a Material Adverse Effect has occurred): (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 the
      Partnership or Solar Thin.

     

    Material
      Contracts
      - shall
      have the meaning as defined in Section 6.III.(r).

     

    Offered
      Shares
      - shall
      have the meaning as defined in Section 9(e).

     

    Offerees
      - shall
      have the meaning as defined in Section 9(e).

     

    Partnership
      - shall
      have the meaning as defined on the front page.

     

    Party
      - shall
      have the meaning as defined on the front page.

     

    Parties
      - shall
      have the meaning as defined on the front page.

     

    Permits
      - shall
      have the meaning as defined in Section 6.III.(m).

     

    Permitted
      Transfer - shall
      mean the Transfer by (i) the Trustee of Algatec Shares to any Management
      Stockholder, (ii) any Management Stockholder of Algatec Shares to his spouse,
      children or trust for the benefit of any of such Persons, or a legal Person
      which is ultimately directly or indirectly controlled by all or some of the
      Management Stockholders, or (iii) a Transfer by the Partnership of any of the
      Subject Shares to any Limited Partner(s) or the General Partner of the
      Partnership or their Affiliates; provided, that, and as long as (A) the General
      Partner or such Affiliate is ultimately directly or indirectly controlled by
      Robert M. Rubin or Scott Galin, and (B) until the occurrence of the
      transactions contemplated by the Stock Exchange Agreement or another Liquidity
      Event, the voting of any Subject Shares transferred to any Limited Partner
      or
      his or its Affiliate shall remain vested in Robert M. Rubin or Scott Galin
      and
      can be exercised by them in their sole discretion; and provided further, that,
      in each case, the applicable transferee(s) shall execute a document reasonably
      satisfactory to the Management Stockholders and the Partnership agreeing to
      be
      bound by all of the terms and conditions of Section 9 of this
      Agreement.


    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    


    Person
      -
      shall
      mean any individual, corporation, limited liability company, partnership,
      association, trust or other entity, government agency or
      organization.

     

    Proposed
      Transferee
      - shall
      have the meaning as defined in Section 9(e).

     

    Prösen
      Real Estate
      - shall
      have the meaning as defined in Recitals N.

     

    Purchaser
      - shall
      have the meaning as defined in 9(f)(ii).

     

    Q-Cells
      - shall
      have the meaning as defined in Recitals P.

     

    Q-Cells
      Agreement
      - shall
      have the meaning as defined in Recitals P.

     

    Real
      Estate Purchase Agreement
      - shall
      have the meaning as defined in Recitals N.

     

    Real
      Estate Purchase Price
      - shall
      have the meaning as defined in Recitals N.

     

    Ruschke
      -
      shall
      have the meaning as defined on the front page.

     

    Second
      Closing
      - shall
      have the meaning as defined in Section 2.

     

    Second
      Closing Conditions
      - shall
      have the meaning as defined in Section 2(b)(ii).

     

    Second
      Closing Date
      - shall
      have the meaning as defined in Section 4(b).

     

    Second
      Closing Subject Shares
      - shall
      have the meaning as defined in Section 2(b)(ii).

     

    Selling
      Party
      - shall
      have the meaning as defined in Section 9(f)(i).

     

    Simon
      Loan
      - shall
      have the meaning as defined in Recitals K.

     

    Solar
      Invest
      - shall
      have the meaning as defined in Recitals O.

     

    Solar
      Thin
      - shall
      have the meaning as defined in Recitals T.

     

    Stock
      Exchange Agreement
      - shall
      have the meaning as defined in Recitals T.

     

    Subject
      Shares
      - shall
      mean the First Closing Subject Shares and the Second Closing Subject Shares
      collectively, representing such amount and number of Algatec Shares sold to
      the
      Partnership under this Agreement as shall represent exactly forty-nine percent
      (49%) of the issued and outstanding share capital of Algatec, after
      giving
      effect to (i) such purchase by the Partnership, and (ii) the potential issuance
      of any additional Algatec Shares under any options, warrants or other rights
      to
      purchase Algatec Shares or any other loans (but excluding the Loan), preferred
      stock or other securities convertible into or exchangeable for Algatec Shares,
      that are or may be outstanding as at the First Closing Date or the Second
      Closing Date.

     

    Subsidiary
      -
      shall
      mean any Person, a majority of the share capital or equity of which shall be
      owned by another Person. 


    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    


    Tag-Along
      Algatec Stockholder
      - shall
      have the meaning as defined in Section 9(f)(i).

     

    Tag-Along
      Notice
      - shall
      have the meaning as defined in Section 9(f)(i).

     

    Third
      Party
      - shall
      have the meaning as defined in Section 9(g)(i).

     

    Trend
      Capital First Installment
      - shall
      have the meaning as defined in Recitals I.

     

    Trend
      Capital First Installment Down-Payment
      - shall
      have the meaning as defined in Recitals K.

     

    Trend
      Capital First Installment Outstanding Amount
      - shall
      have the meaning as defined in Recitals K.

     

    Trend
      Capital Second Installment
      - shall
      have the meaning as defined Recitals I

     

    Trend
      Capital General Partners
      - shall
      have the meaning as defined in Recitals H.

     

    Trend
      Capital Interest Purchase Agreement
      - shall
      have the meaning as defined in Recitals I.

     

    Trend
      Capital KG
      - shall
      have the meaning as defined in Recitals F.

     

    Trend
      Capital Limited Partner
      - shall
      have the meaning as defined in Recitals H.

     

    Trend
      Capital Limited Partner`s Interest
      - shall
      have the meaning as defined in Recitals I.

     

    Trend
      Capital Limited Partnership Purchase Price
      - shall
      have the meaning as defined in Recitals I.

     

    Trustee
      -
      shall
      have the meaning as defined on the front page.

     

    Trustee
      Account
      - shall
      have the meaning as defined in Section 4(a)(i).

     

    Unaudited
      Financial Statements
      - shall
      have the meaning as defined in Section 6.III.(h).

     

    2. Sale
      of and Transfer of Subject Shares.

     

    The
      Subject Shares shall be transferred to the Partnership in two (2) separate
      closings; namely, a First Closing to be held on the First Closing Date and
      a
      Second Closing to be held on the Second Closing Date (as those terms are defined
      in Section 4 below), as follows:

     

    a. Sale
      and Assignment of First Closing Subject Shares.
      Subject
      to the terms and conditions set forth in this Agreement:

     

    (i) The
      Trustee hereby sells a total of thirteen thousand seven hundred and fifty
      (13,750) Algatec Shares representing 27.5% of the issued and outstanding share
      capital of Algatec (the “First
      Closing Subject Shares”),
      with
      any and all rights pertaining thereto (including any and all profits of Algatec
      for the current fiscal year and for former fiscal years, to the extent such
      profits have not yet been distributed) to the Partnership.


    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    


    (ii) The
      Trustee hereby assigns (abtreten)
      the
      First Closing Subject Shares to the Partnership, subject to the satisfaction
      of
      the following conditions precedent (aufschiebende
      Bedingung)
      (the
“First
      Closing Conditions”)
      that

     

    (A) the
      First
      Closing Share Purchase Price (as defined below) has been credited to the Richter
      Account (as defined below), and 

     

    (B) the
      Capital Contribution has been credited to the Algatec Account (as defined
      below).

     

    (iii) The
      Partnership accepts the sale and assignment set forth under (i) and
      (ii).

     

    (iv) Upon
      satisfaction of the First Closing Conditions, the Trustee shall confirm such
      satisfaction to the Partnership in writing and deliver (or cause Algatec to
      deliver) to the Partnership a share certificate evidencing the Partnership’s
      ownership of the First Closing Subject Shares. 

     

    b. Sale
      and Assignment of Second Closing Subject Shares.
      Subject
      to the terms and conditions set forth in this Agreement:

     

    (i) The
      Trustee hereby sells nine thousand two hundred and fifty (9,250) Algatec Shares
      and Malik hereby sells one thousand five hundred (1,500) Algatec Shares,
      representing in the aggregate 21.5% of the issued and outstanding share capital
      of Algatec (such Subject Shares collectively the “Second
      Closing Subject Shares”),
      in
      each case with any and all rights pertaining thereto (including any and all
      profits of Algatec for the current fiscal year and for former fiscal years,
      to
      the extent such profits have not yet been distributed) to the Partnership.
      

     

    (ii) Each
      of
      the Trustee and Malik hereby assign (abtreten)
      the
      respective Second Closing Subject Shares sold by them to the Partnership, in
      each case subject to the satisfaction of the following conditions precedent
      (aufschiebende
      Bedingung)
      (the
“Second
      Closing Conditions”)
      that

     

    (A) the
      First
      Closing Conditions have been satisfied,

     

    (B) the
      Second Closing Share Purchase Price (as defined below) has been credited to
      the
      Richter Account (as defined below) and the Malik Account as set forth below,
      and


     

    (B) the
      Loan
      Amount has been credited to the Algatec Account (as defined below).

     

    (iii) The
      Partnership accepts the sale and assignment set forth under (i) and
      (ii).

     

    (iv) Upon
      satisfaction of the Second Closing Conditions, the Trustee and Malik (each
      with
      respect to the portion of the Second Closing Subject Shares sold by him) shall
      confirm such satisfaction to the Partnership in writing and deliver (or cause
      Algatec to deliver) to the Partnership a share certificate evidencing the
      Partnership’s ownership of the Second Closing Subject Shares.

     

    c. Authorization
      and Direction for Sale and Transfer.
      Algatec’s shareholders’ meeting has authorized the sale and assignment of the
      Subject Shares in accordance with the applicable provisions of the Algatec
      Articles of Association. A copy of the shareholders’ meeting’s resolution is
      attached as Exhibit
      2c./1
      Ruschke,
      by signing this Agreement, expressly authorizes and instructs the Trustee to
      sell and transfer those of the Subject Shares which are being sold under this
      Agreement by the Trustee to the Partnership. Moreover, the Management
      Stockholders have delivered to the Partnership a document executed by Frank
      Simon and Ruschke in the form annexed hereto as Exhibit
      2c./2
      and made
      a part hereof.


    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    


    d. Waiver
      of Closing Conditions.
      The
      Management Stockholders shall be entitled to waive each and part of each of
      the
      First Closing Conditions and the Second Closing Conditions. The effect of a
      waiver shall be limited to eliminating the need that the respective condition
      be
      satisfied for the assignment of the respective Subject Shares to become
      effective but shall nor limit or prejudice the rights or claims that the
      Management Stockholders may have with respect to the circumstances relating
      to
      such non-satisfaction.

     

    e. Non-satisfaction
      of Closing Conditions. 

     

    (i) In
      the
      event that the First Closing Conditions have not been satisfied by the
      Partnership (or waived by the Management Stockholders), within three (3)
      Business Days following the First Closing Date, the Management Stockholders
      may
      withdraw from this Agreement by giving written notice to the Partnership. In
      the
      event of such a withdrawal, this Agreement shall terminate and neither the
      Management Stockholders nor the Partnership shall have any obligation or incur
      any liability towards the respective other Party, except that Section 11 and
      12
      of this Agreement shall survive and remain in full force and effect.


     

    (ii) In
      the
      event that the Second Closing Conditions have not been satisfied by the
      Partnership (or waived by the Management Stockholders) within three (3) Business
      Days following the Second Closing Date, the Management Stockholders may withdraw
      from the sale of the Second Closing Subject Shares by giving written notice
      to
      the Partnership. In the event of such a withdrawal, the provisions relating
      to
      the sale and transfer of the Second Closing Subject Shares shall terminate
      and
      neither the Management Stockholders nor the Partnership shall have any
      obligation or incur any liability towards the respective other Party with
      respect to the Loan or the Second Closing Subject Shares. The remainder of
      this
      Agreement shall survive and remain in full force and effect.

     

    3. Related
      Agreements

     

    Concurrently
      with the execution of this Agreement, the Loan Agreement and the Stock Exchange
      Agreement are being entered into by the respective parties thereto.


     

    4. Consideration
      for Subject Shares; Capital Contribution and Loan

     

    a. First
      Closing.
      Unless
      such time and date shall be extended by mutual agreement of the Partnership
      and
      the Management Stockholders, on or before 5:00 p.m. (CET time) on October 31,
      2008 (the “First
      Closing Date”)
      the
      Partnership shall pay (or cause to be paid) by wire transfer of immediately
      available funds, free of bank and other charges, to be received (Wertstellung)
      at such
      time and date,,

     

    (i) as
      consideration for the sale and assignment of the First Closing Subject Shares,
      an amount equal to €13,750 (the “First
      Closing Share Purchase Price”)
      to the
      account of the Trustee in accordance with the wire instructions set forth in
      Exhibit
      4.(a)
      (the
“Trustee
      Account”);
      and

     

    (ii) the
      Capital Contribution Amount (i.e.,
      €2,475,000) to the account of Algatec in accordance with the wire instructions
      set forth in Exhibit
      4.(a)
      (the
“Algatec
      Account”).


    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    


    b. Second
      Closing.
      Unless
      such time and date shall be extended by mutual agreement of the Partnership
      and
      Algatec, on or before 5:00 p.m. (CET) on November 30, 2008 (the “Second
      Closing Date”),
      the
      Partnership shall pay (or cause to be paid) by wire transfer of immediately
      available funds, free of bank and other charges, to be received (Wertstellung)
      the
      latest at such time and date

     

    (i) as
      consideration for the sale and assignment of the Second Closing Subject Shares
      an amount equal to €9,250 to the Trustee Account and an amount equal to €1,500
      to the account of Malik set forth in Exhibit
      4.(a)
      (the
“Malik
      Account”)
      (such
      amounts herein collectively the “First
      Closing Share Purchase Price”);
      and

     

    (ii) the
      Loan
      Amount (i.e.,
      €2,000,000) to the Algatec Account.

     

    c. Funds. 
      Funds to
      be wired by the Partnership in accordance with this Section 4 may be wired
      in
      United States Dollars on each of the First Closing Date and the Second Closing
      Date. Such funds may be wired from the attorneys’ client trust account of
      Hodgson Russ LLP, counsel to the Partnership at any time on or before the
      expiration of the First Closing Date and the Second Closing Date. Unless
      otherwise agreed by Algatec, at the First Closing, the Partnership shall cause
      to be wired the aggregate sum of USD $3,200,000 on the First Closing Date,
      and
      USD $2,800,000 on the Second Closing Date; provided, that in no event shall
      the
      funds received (after conversion at the applicable exchange rate) be less than
      the EURO amounts set forth in Section 4a and Section 4b above.

     

    5. Representations
      and Warranties of the Partnership.
      The
      Partnership represents and warrants to the Management Stockholders in the form
      of an independent promise of guarantee (selbständiges
      Garantieversprechen) within
      the meaning of Section 311 of the German Civil Code (BGB)
      that
      the following statements are true and correct as of the Signing Date, the First
      Closing Date and the Second Closing Date, unless it is specifically provided
      for
      that a representation shall be made as of only one or several of these dates
      or
      a different date or different dates or an additional date or additional dates,
      in which case the representation shall be true and correct as of such different
      date or dates or such additional date or dates:

     

    a. Authorization.
      The
      Partnership has full power and authority to enter into this Agreement, the
      Stock
      Exchange Agreement and the Loan Agreement and to perform its obligations
      hereunder and thereunder and each such agreement constitutes the valid and
      legally binding obligations of the Partnership enforceable in accordance with
      its terms.

     

    b. Partnership
      Structure.
      Under
      its agreement of limited partnership (“Partnership Agreement”), the General
      Partner shall own, for an investment of USD $165,000, five percent (5%) of
      the
      capital, profits and losses of the Partnership and the Limited Partners shall
      own, for an investment of USD $6,000,000, ninety five percent (95%) of the
      capital, profits and losses of the Partnership. A list of the Affiliates of
      the
      General Partner and the names of the Limited Partners of the Partnership are
      set
      forth on Exhibit
      5.(b);
      which
Exhibit
      5.(b)
      shall be
      updated at the First Closing and at the time of the Second Closing.

     

    c. Investment
      Purpose.
      The
      Partnership is purchasing the Subject Shares for its own account and not with
      a
      present view towards the public sale or distribution thereof; provided,
      however,
      that by
      making the representations herein, the Partnership does not agree to hold any
      of
      the Subject Shares for any minimum or other specific term and reserves the
      right
      to dispose of the Subject Shares at any time to its General Partner or the
      Limited Partners; provided,
      that
      at all
      times any such transfers shall be permitted only if they are Permitted Transfers
      and otherwise made in compliance with the terms of this
      Agreement.


    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    


    d. Accredited
      Partnership Status.
      The
      Affiliates of the General Partner and each of the Limited Partners of the
      Partnership is an “accredited investor” as that term is defined in Rule 501(a)
      of Regulation D under the Securities Act (an “Accredited
      Investor”).

     

    e. Information.
      The
      Partnership and its advisors, if any, have had the opportunity to ask questions
      to the management of the Algatec, Trend Capital KG and Solar Invest and have
      been furnished with all information relating to their business, finances and
      operations and information relating to the offer and sale of the Subject Shares
      which have been requested by the Partnership or its advisors (the written and
      oral information so provided to the Partnership herein referred to as the
“Due
      Diligence Information”).
      The
      Partnership understands that its investment in the Subject Shares, the making
      of
      the Capital Contribution and the grant of the Loan involve a significant degree
      of risk. The Partnership further represents that the Partnership’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      of
      the Partnership and its representatives.

     

    f. Governmental
      Review.
      The
      Partnership understands that no German or United States federal or state agency
      or any other government or governmental agency has passed upon or made any
      recommendation or endorsement of the Subject Shares or in respect of the Capital
      Contribution and the grant of the Loan.

     

    g. Investment
      by Highland Group.
      On the
      First Closing Date, the Highland Group shall have invested $165,000 in the
      General Partner and an additional USD $2,500,000 in the Partnership as Limited
      Partners and upon the same terms and conditions as other Limited Partners of
      the
      Partnership. On the Signing Date, the Highland Group has, subject to the
      satisfaction of the other terms and conditions of this Agreement, committed
      to
      make such investment.

     

    h. Residency.
      The
      Partnership is a resident of the State of Delaware, United States of
      America.

     

    i.  Algatec
      Financing. The
      Partnership and its Affiliates shall use their collective best efforts (but
      without being legally obligated in any manner) to locate one or more acceptable
      financing sources and to assist Algatec to consummate the Algatec Financing.
      Except for the payment of brokerage fees and commissions to investment bankers
      and finders fees to Persons who are legally entitled to receive the same,
      neither the General Partner, the Limited Partners nor their Affiliates shall
      be
      entitled to compensation for introducing Algatec to any financing source. The
      Partnership understands that Algatec and the Management Stockholders will not
      be
      liable towards any investment bankers or other Persons with respect to the
      transactions contemplated under this Agreement, the Stock Exchange Agreement
      and
      the Loan Agreement or any search for financing source, except where they have
      specifically agreed to the contrary in writing.

     

    6. Representations
      and Warranties of the Trustee, Algatec and the Management
      Stockholders 

     

    I. By
      the Trustee. 
      The
      Trustee represents and warrants to the Partnership only that the Trustee is
      the
      legal owner of those of the Subject Shares which are being sold by him under
      this Agreement to the Partnership. He is holding such shares for the sole
      benefit of Ruschke in accordance with a verbal trust agreement. The Trustee
      makes no other representations or warranties under this Agreement or
      otherwise.

     

    II. By
      Algatec.
      Algatec
      makes no representations or warranties under this Agreement or otherwise.
      Algatec is party to this Agreement for information purposes
      only.


    
      
        
        

      

      
        -
          14
          -

        
          

        

      

      
        
        

      

    


    III. By
      the Management Stockholders

     

    Subject
      to the limitations, qualifications and disclosures set forth in this Agreement
      and its Exhibits and the disclosures in the Due Diligence Information, the
      Management Stockholders severally (not jointly and severally) represent and
      warrant to the Partnership in the form of an independent promise of guarantee
      (selbständiges
      Garantieversprechen) within
      the meaning of Section 311 of the German Civil Code (BGB)
      that
      the following statements are true and correct on each of the Signing Date,
      the
      First Closing Date and the Second Closing Date, unless it is specifically
      provided for that a representation shall be made as of only one or several
      of
      these dates or a different date or different dates or an additional date or
      additional dates, in which case the representation shall be true and correct
      as
      of such different date or dates or such additional date or dates.

     

    For
      the
      purposes of this Agreement, “to the knowledge of the Management Stockholders”
(or similar expressions) means the actual knowledge (positive
      Kenntnis),
      after
      due inquiry, of the Management Stockholders. Unless contrary information is
      furnished by the Management Stockholders prior to the First Closing Date or
      the
      Second Closing Date, as applicable, the representations and warranties that
      are
      made subject “to the knowledge of the Management Stockholders” shall be true and
      correct as of the Signing Date and on each of the First Closing Date and the
      Second Closing Date.

     

    a. Ownership
      of the Subject Shares. The
      Trustee is the legal owner of those of the Subject Shares which are being sold
      by him under this Agreement to the Partnership. He is holding such shares for
      the sole benefit of Ruschke in accordance with a verbal trust agreement. Malik
      is the sole legal and beneficial owner of those of the Subject Shares which
      are
      being sold by him under this Agreement to the Partnership. The Subject Shares
      are transferred to the Partnership free and clear of any of any lien, claim,
      mortgage, charge, restriction, pledge, security interest, option, lease or
      sublease, claim, right of any third Party, easement, encroachment or encumbrance
      or any other right or adverse interest (“Liens”).

     

    b. Organization
      and Qualification.
      Algatec
      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. Algatec
      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.

     

    c. Subsidiaries.
      Algatec
      has no Subsidiaries, except, as of the Second Closing Date, for Solar Invest.
      Solar Invest will be, as of the Second Closing Date, a wholly-owned subsidiary
      of Algatec. The shares held by Algatec in Solar Invest as of the Second Closing
      Date will be owned free and clear of any Liens.

     

    d. Authorization;
      Enforcement.
      The
      Trustee, each of the Management Stockholders and Algatec have all requisite
      corporate (or other) power and authority, to enter into and perform and/or
      deliver this Agreement and the Loan Agreement and to consummate the transactions
      contemplated hereby and thereby. The execution and delivery of this Agreement
      and the Loan Agreement by Algatec and the consummation of the transactions
      contemplated thereby 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 each of the
      Management Stockholders. This Agreement and the Loan Agreement constitutes,
      a
      legal, valid and binding obligation of the Trustee, the Management Stockholders
      and Algatec where they are party to the respective agreement, enforceable
      against each of them in accordance with their terms.


    
      
        
        

      

      
        -
          15
          -

        
          

        

      

      
        
        

      

    


    e. Issuance
      of Subject Shares.
      The
      Subject 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 Algatec and will not impose personal
      liability upon the holder thereof.

     

    f. No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the Loan Agreement
      by
      those of the Trustee, the Management Stockholders and Algatec who are party
      to
      the respective agreement 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 Algatec 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 Algatec, 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
      Algatec or Solar Invest or their its securities is subject) applicable to
      Algatec, Trend Capital KG or Solar Invest or by which any property or asset
      of
      any of Algatec, 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 Algatec, 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
      Algatec, 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 Algatec, 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, Algatec 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 and the Loan
      Agreement in accordance with the terms hereof or thereof, or sell the Subject
      Shares.

     

    g. Accuracy
      of Recital Representations and Warranties. All
      of
      the statements of fact contained in the Recitals A. through P. are and will
      be
      true and accurate as of each of (i) the Signing Date, (ii) subject to
      consummation at the First Closing of the transactions contemplated by Section
      3
      and Section 4 of this Agreement, as at the First Closing Date, and (iii) subject
      to consummation at the Second Closing of the transactions contemplated by
      Section 3 and Section 4 of this Agreement, as at the Second Closing
      Date.

     

    h. Financial
      Information.
      Prior
      to the Signing Date, the Partnership has been furnished with the balance sheets
      and statements of operations of Algatec, Solar Invest and Trend Capital KG
      as at
      December 31, 2006 and December 31, 2007, and for the respective fiscal years
      then ended (the “Audited
      Financial Statements”)
      and
      balance sheets and statements of operations of Algatec, 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 6.III.(h).
      The
      Audited Financial Statements and, to the knowledge of the Management
      Stockholders, the Unaudited Financial Statements fairly represent in all
      material respects in accordance with German GAAP 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 Algatec,
      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. 


    
      
        
        

      

      
        -
          16
          -

        
          

        

      

      
        
        

      

    


    i. Absence
      of Certain Changes.
      Since
      September 30, 2008 and unless otherwise disclosed by the Management Stockholders
      to the Partnership between the First Closing Date and the Second Closing Date,
      there has been no change, event or 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 which could
      reasonably be excepted to have a Material Adverse Effect.

     

    j. Absence
      of Litigation.
      Except
      as set forth in Exhibit 6.III.(j)
      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 court, public board, government agency, self-regulatory
      organization or body pending or, to the knowledge of the Management
      Stockholders, threatened against or affecting any of Algatec, 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.

     

    k. 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
      Management Stockholders have knowledge of any facts or circumstances which
      might
      give rise to any of the foregoing. Ruschke and all other members of the
      Management Stockholders have, or as at the First Closing Date will have,
      assigned and transferred to Algatec all, and not less than all, rights to any
      Intellectual Property that is currently owned or registered in their name or
      in
      the names of any of their Affiliates, other than members of the Algatec
      Group.

     

    l. Tax
      Status.
      Each of
      Algatec, 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 Algatec, Solar Invest and Trend
      Capital KG have executed a waiver with respect to the statute of limitations
      relating to the assessment or collection of any tax. None of the Algatec, Solar
      Invest and Trend Capital KG’s tax returns is presently being audited by any
      taxing authority.

     

    
      
        
        

      

      
        -
          17
          -

        
          

        

      

      
        
        

      

    

    m. Permits;
      Compliance.
      Each of
      Algatec, 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 .
      Since
      September 30, 2008, unless otherwise disclosed by the Management Stockholders
      between the First Closing Date and the Second Closing Date, there is 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 Management Stockholders, none
      of Algatec, 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, 2008m unless otherwise disclosed by the Management Stockholders between
      the
      First Closing Date and the Second Closing, none of Algatec, Solar Invest and
      Trend Capital KG have received any notification with respect to possible
      violations of applicable laws. 

     

    n. Environmental
      Matters.
      To the
      knowledge of the Management Stockholders, there are, with respect to Algatec,
      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 Algatec, 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 there 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 Algatec, Solar Invest and Trend Capital KG, and no
      Hazardous Materials were released on or about any real property previously
      owned, leased or used Algatec, 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 Algatec, Solar Invest and
      Trend
      Capital KG that are not in compliance with applicable law. 

     

    o. 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 Algatec, 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.


     

    
      
        
        

      

      
        -
          18
          -

        
          

        

      

      
        
        

      

    

     

    p. Insurance.
      Algatec, 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 Management Stockholders believe
      to be prudent and customary in the Algatec Business. None of the Management
      Stockholders have any reason to believe that the Algatec, Solar Invest and
      (prior to the Business Transfer) Trend Capital KG 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.

     

    q. Solvency.
      Algatec
      (after giving effect to the transactions contemplated by this Agreement) and
      Trend Capital KG are solvent (i.e.,
      its
      assets have a fair market value in excess of the amount required to pay its
      probable liabilities on its existing debts as they become absolute and matured).
      Each of Algatec and Trend Capital KG (after giving effect to the transactions
      contemplated by this Agreement) has the ability to pay its debts from time
      to
      time incurred in connection therewith as such debts mature.

     

    r. Material
      Contracts.
      Algatec
      has furnished to the Partnership or its representatives true and complete copies
      of all of the material contracts, agreements and purchase orders to which
      Algatec, Solar Invest or Trend Capital KG is a party as of the Signing Date,
      all
      of which are listed on Schedule
      6.III.(r)
      hereto
      (collectively, the “Material
      Contracts”).
      Unless otherwise disclosed by the Management Stockholders between the First
      Closing Date and the Second Closing Date, all such 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
      Algatec, Solar Invest or Trend Capital KG thereunder, or to the knowledge of
      the
      Management Stockholders, the other parties thereto.

     

    s. Acknowledgment
      Regarding Partnership’ Purchase of Securities.
      The
      Management Stockholders acknowledge and agree that the Partnership is acting
      solely in the capacity of arm’s length purchaser with respect to this Agreement
      and the transactions contemplated hereby. The Management Stockholders further
      acknowledge that the Partnership is not acting as a financial advisor or
      fiduciary of any of Algatec, Solar Invest or Trend Capital KG (or in any similar
      capacity) with respect to this Agreement and the transactions contemplated
      hereby and any statement made by the Partnership or any of its representatives
      or agents in connection with this Agreement and the transactions contemplated
      hereby is not advice or a recommendation and is merely incidental to the
      Partnership’s purchase of theSubject Shares. The Management Stockholders further
      represent to the Partnership that their decision to enter into this Agreement
      has been based solely on their independent evaluation and that of their
      representatives.

     

    t. 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
      the Partnership 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), the Partnership 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 Algatec and the Management Stockholders expressly
      contained in this Agreement, the Partnership confirms that in deciding on the
      acquisition of the Subject Shares, the making of the Capital Contribution and
      the grant of the Loan 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.


    
      
        
        

      

      
        -
          19
          -

        
          

        

      

      
        
        

      

    


    7. Information.

     

    As
      soon
      as reasonably practical following the First Closing Date, the Management
      Stockholders shall, to the extent legally permissible (including through their
      representation on the Algatec Supervisory Board), apply their best efforts
      to
      procure that the Algatec Supervisory Board adopts rules of procedure for the
      Algatec Management Board (such rules of procedure to remain in effect as long
      as
      the participation of the Partnership in the registered share capital of Algatec
      does not fall short of 25.1%) pursuant to which inter
      alia, the
      following information shall be made available to the Algatec Supervisory
      Board:

     

    a. Financial
      Information.
      The
      Algatec Management Board shall provide to the Algatec Supervisory Board (and
      to
      thereby to the Partnership’s representatives on the Algatec Supervisory
      Board):

     

    (i) within
      one hundred twenty (120) days after the end of each of the fiscal years a
      consolidated audited balance sheet for such fiscal year and the immediately
      preceding fiscal year, a consolidated income statement for such fiscal year
      and
      the immediately preceding two fiscal years, a consolidated cash flow statement
      for such fiscal year and the immediately preceding two fiscals year and a
      consolidated shareholders’ equity statement for such fiscal year and the
      immediately preceding two fiscals year, and

     

    (ii) within
      sixty (60) days after the end of each of the fiscal quarters (other than a
      fiscal quarter which is also the end of the Company’s fiscal year) a
      consolidated unaudited balance sheet for such fiscal quarter, a consolidated
      income statement for such fiscal quarter and a consolidated cash flow statement
      for such fiscal quarter, in each case all in accordance with German GAAP, and
      each certified by the Chief Executive Officer and Chief Financial Officer as
      fairly presenting, in all material respects, the financial condition of the
      companies being reported on and their results of operations, subject to, in
      the
      case of unaudited financial statements, changes resulting from normal audit
      adjustments.

     

    All
      of
      the foregoing financial statements shall be in English.

     

    b. Notice
      of Default or Event of Default.
      The
      Algatec Management Board shall provide the Algatec Supervisory Board promptly,
      and in any event within ten (10) Business Days after it becomes aware of the
      existence of any breach, default or event of default under any Material
      Contract, or that any Person has given notice or taken any action with respect
      to a claimed default under any Material Contract, inform the Algatec Supervisory
      Board thereof, specifying the nature and period of existence thereof and what
      action the Algatec Management Board is taking or proposes to take with respect
      thereto.

     

    c. Notices
      from Governmental Authorities.
      The
      Algatec Management Board shall provide the Algatec Supervisory Board promptly,
      and in any event within three (3) Business Days of receipt thereof, copies
      of
      any notice from any governmental authority alleging a violation of any order,
      ruling, statute or other law or regulation that could reasonably be expected
      to
      have a Material Adverse Effect.

     

    d. Annual
      Budgets. The
      Algatec Management Board shall provide the Algatec Supervisory Board prior
      to
      the end of each fiscal year a budget for the immediately following fiscal year,
      including financial projections and anticipated capital expenditures. Such
      capital expenditure budget shall be subject to approval by the Algatec
      Supervisory Board (and thereby including the Partnership’s representatives on
      the Algatec Supervisory Board).


    
      
        
        

      

      
        -
          20
          -

        
          

        

      

      
        
        

      

    


    e. Requested
      Information.
      The
      Algatec Management Board shall provide the Algatec Supervisory Board with
      reasonable promptness, such other data and information relating to the business,
      operations, affairs, financial condition, assets or properties of Algatec as
      from time to time may be reasonably requested by the Algatec Supervisory
      Board.

     

    8. Conditions
      to The Partnership’s Obligation to Purchase.
      

     

    a. Conditions
      to the First Closing and Second Closing.
      The
      obligation of the Partnership hereunder to (i) purchase the First Closing
      Subject Shares, to pay the First Closing Share Purchase Price and to make the
      Capital Contribution on the First Closing Date and (ii) to purchase the Second
      Closing Subject Shares, to pay the Second Closing Share Purchase Price and
      to
      make the Loan on the Second Closing Date is subject to the satisfaction, at
      or
      before the First Closing Date or the Second Closing (as set forth below) of
      each
      of the following conditions, provided that these conditions are for the
      Partnership’s sole benefit and may be waived by the Partnership at any time in
      its sole discretion:

     

    (i) The
      representations and warranties of each of the Trustee and the Management
      Stockholders (including those set forth in the Recitals) shall be true and
      correct in all material respects (provided, however, that such qualification
      shall only apply to representations or warranties not otherwise qualified by
      materiality) as of the date as of which they speak.

     

    (ii) No
      litigation, statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or endorsed by or
      in
      any court or governmental authority of competent jurisdiction or any
      self-regulatory organization having authority over the matters contemplated
      hereby which prohibits the consummation of any of the transactions contemplated
      by this Agreement.

     

    b. Additional
      Conditions to the Second Closing.
      In
      addition to the conditions set forth under para. a. above, the obligation of
      the
      Partnership hereunder to purchase the Second Closing Subject Shares, to pay
      the
      Second Closing Share Purchase Price and to make the Loan on the Second Closing
      Date is subject to the satisfaction of each of the following additional
      conditions, provided that these conditions are for the Partnership’s sole
      benefit and may be waived by the Partnership at any time in its sole
      discretion:

     

    (i) On
      or
      before the Second Closing Date, no event shall have occurred which could
      reasonably be expected to have a Material Adverse Effect.

     

    (ii) On
      or at
      the latest within three (3) Business Days following the First Closing Date,
      Algatec shall have used the proceeds of the Capital Contribution to acquire
      all
      of the Trend Capital Limited Partner’s Interest, the transactions contemplated
      by each of Paragraphs
      K, L and M
      of the
      Recitals shall have been consummated, and the Business Transfer shall have
      occurred.

     

    (iii) On
      or at
      the latest within three (3) Business Days following the First Closing Date,
      Algatec shall have legally and validly acquired all of the outstanding equity
      of
      Solar Invest.

     

    (iv) On
      or at
      the latest within five (5) Business Days following following the First Closing
      Date, Algatec shall have paid the first installment of the Real Estate Purchase
      Price.


    
      
        
        

      

      
        -
          21
          -

        
          

        

      

      
        
        

      

    


    (v) On
      or
      before the Second Closing Date, Algatec and each of Messrs. Ruschke, Jank,
      Malik
      and Freud shall have entered into five year employment agreements with Algatec
      in form and content reasonably acceptable to the Partnership (the “Management
      Stockholder Employment Agreements”).
      Such
      Management Stockholder Employment Agreements shall provide, among other things,
      that Mr. Ruschke will receive an annual salary of €180,000 and each of Messrs.
      Malik, Jank and Freud will receive annual salaries of €100,000, subject to 5%
      annual cost-of-living increases. In addition, such Management Stockholders
      shall
      be entitled to receive annual bonuses which in the aggregate shall equal 10%
      of
      the annual net income before interest and taxes of Algatec (“EBIT”)
      for
      each of the five years of their employment agreement, subject to an annual
“cap”
on such bonuses that will not exceed 100% of their annual salaries if annual
      EBIT is €10.0 million or less, and 200% of their annual salaries if such annual
      EBIT is more than €10.0 million. Each of the Management Stockholders shall also
      agree, for a period equal to the greater of five years or the term of their
      individual employment with Algatec, not to compete with the “business” of the
      Company (defined as (i) the manufacture and sale of photovoltaic module
      equipment of all types, (ii) the installation of turn-key module manufacturing
      facilities of all types, (iii) the manufacture and sale of photovoltaic cells
      or
      modules of all types, and (iv) the installation and operation of power projects,
      including the supplying of solar power electricity to private industry,
      consumers or local or foreign governments and municipalities). Such Management
      Stockholder Employment Agreements shall also provide for other customary terms
      and conditions reasonably acceptable to the Partnership, including reimbursement
      of expenses, use of an automobile and social security contributions being borne
      by the employer.

     

    (vi) On
      or at
      the latest within three (3) Business Days following the First Closing, the
      Algatec Stockholders shall have resolve an amendment to the Algatec Articles
      of
      Association to the effect that the Algatec Supervisory Board is increased to
      be
      composed of six members and shall have applied for registration of such
      amendment in Algatec’s commercial register and, subject to such amendment being
      registered in Algatec’s commercial register, Mr. Frank Simon, Mr. Hartmut
      Suppert and the Trustee shall have resigned or been removed from the Algatec
      Supervisory Board (unless one or several of them is designated as a
      representative of the Partnership or the Management Stockholders in accordance
      with this clause), and two (2) representatives of the Partnership (as designated
      by the General Partner) and four (4) representatives designated by the
      Management Stockholders shall be appointed to serve as the members of the
      Algatec Supervisory Board (which board shall be increased to six members by
      amendment to the Algatec Articles of Association). 

     

    (vii) On
      or
      immediately following the Second Closing Date, Algatec shall use the proceeds
      of
      the Loan, together with its available working capital to pay the Trend Capital
      Second Installment and the entire Trend Capital Limited Partnership Purchase
      Price.

     

    9. Post-Closing
      Covenants and Agreements. Each
      of
      the Partnership and the Management Stockholders do hereby covenant and agree
      that subject to the consummation of the transactions to be performed on the
      First Closing Date, until consummation of the transactions contemplated by
      the
      Stock Exchange Agreement, or consummation of another Liquidity Event (whichever
      shall occur first):

     

    (a) Algatec
      Boards . As
      long
      as the participation of the Partnership or its transferees pursuant to a
      Permitted Transfer in the registered share capital of Algatec does not fall
      below 25.1%, the Partnership and the Management Stockholders (i) shall vote
      all
      their shares of Algatec capital stock at all regular and special (general or
      extraordinary) meetings of the shareholders of Algatec that are called in whole
      or in part to elect members of the Algatec Supervisory Board to elect two (2)
      representatives of the Partnership to serve on the Algatec Supervisory Board
      and
      four (4) representatives of the Management Stockholders to serve on the Algatec
      Supervisory Board; and (ii), to the extent legally permissible, shall instruct
      their representatives on the Algatec Supervisory Board (ii) to elect four (4)
      representatives of the Management Stockholders (or the Management Stockholders)
      to serve on the Algatec Management Board.


    
      
        
        

      

      
        -
          22
          -

        
          

        

      

      
        
        

      

    


    (b) Major
      Transactions. The
      business and operations of Algatec shall be managed by the Algatec Management
      Board. However, the Parties hereto do hereby agree that they shall, to the
      extent legally permissible (including through their representation on the
      Algatec Supervisory Board), cause the Algatec Supervisory Board to adopt rules
      of procedure for the Algatec Management Board (Geschäftsordnung
      für den Vorstand)
      (such
      rules of procedure to remain in effect as long as the participation of the
      Partnership or its transferees pursuant to a Permitted Transfer in the
      registered share capital of Algatec does not fall below 25.1%) pursuant to
      which
      the approval or consent of both the Algatec Supervisory Board and the
      Partnership’s representatives on the Algatec Supervisory Board shall be required
      for Algatec to engage in, or otherwise enter into any legal commitment for,
      inter
      alia any
      the
      following transactions (each, a “Major
      Transaction”):

     

    (i) entering
      into any agreement or other commitment to consummate a Liquidity
      Event;

     

    (ii) amending
      the terms of this Agreement, the Stock Exchange Agreement, the Loan Agreement
      or
      the Management Stockholders Employment Agreements;

     

    (iii) entering
      into any agreement to sell, encumber or subject to Lien of any material assets
      and properties of the Algatec Group;

     

    (iv) entering
      into any agreement to sell or issue any additional Algatec Shares of capital
      stock or other securities convertible into or exchangeable for Algatec Shares
      of
      capital stock;

     

    (v) entering
      into any agreement to merge Algatec with or into or consolidate with any other
      corporation or other Person, that would not otherwise constitute a Liquidity
      Event;

     

    (vi) any
      change the fundamental nature of the Algatec Business;

     

    (vii) the
      creation, incurrence, assumption, guarantee or otherwise becoming liable or
      obligated with respect to any indebtedness in excess of Euro Five Million
      (€5,000,000), or the making of any loan or advance to, or any investment in,
      any
      Person, except in each case in the ordinary course of business;

     

    (viii) the
      final
      terms and conditions of the Algatec Financing;

     

    (ix) entering
      into any agreement commercial or financial with any Affiliate of a Management
      Stockholder or the Partnership;

     

    (x) adoption
      of the annual budget and any material change in the annual budgets or approval
      of any capital expenditure not included in the annual budget of over Euro Two
      Million (€2,000,000);

     

    (xi) the
      acquisition by any member of the Algatec Group of the business, or a majority
      of
      the securities or assets of any other Person;

     

    (xii) in
      addition to the Algatec Financing, borrowing any other amounts exceeding Euro
      Two Million (€2,000,000);

     

    (xvi) initiating
      or settlement out of court of any litigation involving an amount in excess
      of
      Euro Two Million (€2,000,000); or


    
      
        
        

      

      
        -
          23
          -

        
          

        

      

      
        
        

      

    


    (xiii) any
      decision with respect to the winding up of the Algatec or any Subsidiary of
      Algatec;

     

    (d)
      Liquidity
      Event.
      In
      the
      event that for any reason by March 31, 2009, or such other date as may be
      mutually agreed upon by the Management Stockholders and the Partnership the
      transactions contemplated by the Stock Exchange Agreement shall not have been
      consummated, then and in such event, by not later than March 31, 2012 (provided
      that by that time the participation of the Partnership or its transferees in
      a
      Permitted Transfer in the registered share capital of Algatec does not fall
      below 25.1%), Algatec and the Algatec Stockholders shall undertake to consummate
      a Liquidity Event. As used in this Agreement, a “Liquidity
      Event”
shall
      be defined to mean either: 

      

    (i)
      a
      sale
      for cash or securities of Algatec on such terms and conditions as shall be
      approved by the Partnership and by 50.1% of the shares of capital stock then
      held by the Management Stockholders, or 

      

    (ii)
      an
      initial public offering of Algatec on such terms and conditions as shall be
      approved by the Partnership and by 50.1% of the shares of capital stock held
      the
      by the Management Stockholders, or 

      

    (iii)
      a
      merger
      of Algatec with and into any Person who is not an Affiliate of either the
      Partnership or the Management Stockholders, all upon on such terms and
      conditions as shall be approved by the Partnership and by 50.1% of the shares
      of
      capital stock the held by the Management Stockholders.

      

    The
      Algatec Stockholders hereby agree to use their collective best efforts to
      consummate a Liquidity Event by March 31, 2012 (provided that by that time
      the
      participation of the Partnership or its transferees in a Permitted Transfer
      in
      the registered share capital of Algatec does not fall below 25.1%).

      

    (e) Lock-up
      and Voting. Prior
      to
      (and including) March 31, 2009, except for Permitted Transfers, no Algatec
      Stockholder shall sell, transfer, assign, pledge, encumber or otherwise
      hypothecate any of his or its Algatec Shares, including the Subject Shares,
      without the unanimous approval of all Algatec Stockholders. For any sales,
      transfers, assignments, pledges encumbrances or other disposals at any time
      on
      or after April 1, 2009, the provisions of Section 9(f) and 9(g) shall apply
      and, in addition, for any such transactions on or after December 31, 2012,
      Section 9(h) shall apply, and the other Algatec Stockholders shall
      (including under the Algatec Articles of Association) approve of any such
      transactions which are performed in compliance with such provisions. In
      addition, at any time, to the extent legally required, all Algatec Stockholders
      shall vote their Algatec Shares in such manner as required for the
      implementation of any share transfers or share issuances required or agreed
      upon
      by any of the Parties hereto under the Stock Exchange Agreement and the Loan
      Agreement.

     

    (f) Right
      of First Refusal. If
      at any
      time on or after April 1, 2009, an Algatec Stockholder desires to sell for
      cash
      or cash equivalents all or any portion of his or its Algatec Shares pursuant
      to
      a bona fide offer from a third party who is not an Affiliate (for the purposes
      of this Section 9(f), the “Proposed
      Transferee”),
      such
      selling Algatec Stockholder shall submit a written offer (the “Offer”)
      to
      sell such Algatec Shares (the “Offered
      Shares”)
      to all
      other Algatec Stockholders (collectively, the “Offerees”)
      on
      terms and conditions, including price, no less favorable to the Offerees than
      those on which the selling Algatec Stockholder proposes to sell such Offered
      Shares to the Proposed Transferee. The Offer shall disclose the identity of
      the
      Proposed Transferee, the Offered Shares proposed to be sold, the total number
      of
      Algatec Shares owned by the selling Algatec Stockholder, the terms and
      conditions, including price, of the proposed sale, and any other material facts
      relating to the proposed sale. Notwithstanding the foregoing:


    
      
        
        

      

      
        -
          24
          -

        
          

        

      

      
        
        

      

    


    (i) if
      the
      selling Algatec Stockholder shall be a Management Stockholder, the right of
      first refusal contained in this Section 9(f) and the Offered Shares shall first
      be offered to the other Management Stockholders, on a pro rata basis, as
      Offerees, and then to the Partnership or its partners to the extent that all
      of
      the Offered Shares are not purchased by the other Management Stockholders;
      and

     

    (ii) if
      the
      selling Algatec Stockholder shall be the Partnership or the General Partner
      or
      one or more Limited Partners, the right of first refusal contained in this
      Section 9(f) and the Offered Shares shall first be offered to the Partnership
      or
      other partners (General Partner and Limited Partners) of the Partnership, on
      a
      pro rata basis, as Offerees, and then to the Management Stockholders on a
      pro-rata basis, to the extent that all of the Offered Shares are not purchased
      by the Partnership or the other partners of the Partnership.

     

    Notwithstanding
      the foregoing, the rights of refusal provided in this Section
      9(f)
      shall
      not apply with respect to: 

     

    (i) the
      transactions contemplated by the Stock Exchange Agreement;

     

    (ii) the
      occurrence of any Liquidity Event, or 

     

    (iii) any
      redemption of Algatec Shares or sales of Algatec Shares by an Algatec
      Stockholder to Algatec in a transaction approved by the Algatec Management
      Board
      and the Algatec Supervisory Board (including the Partnership’s representatives
      on the Algatec Supervisory Board); or 

     

    (iv) any
      Permitted Transfer; or

     

    (v) any
      sales
      or issuances of Algatec Shares or other Algatec equity securities by
      Algatec.

     

    (g) Tag-Along
      Rights.
      The
      provisions of this Section
      9(g)
      shall be
      applicable only until such time as the transactions contemplated by the Stock
      Exchange Agreement or a Liquidity Event shall have been
      consummated.

     

    (i) If
      at any
      time on or after April 1, 2009, any of the Algatec Stockholders, whether alone
      or together by agreement, contract or understanding (for the purposes of this
      Section
      9(g)
      (each a
“Selling
      Party”)
      wishes
      to sell any Algatec Shares owned by it in a single transaction or series of
      related transactions to any third party (other than to a permitted transferee
      of
      such Selling Party in connection with a Permitted Transfer or a transfer to
      any
      other Algatec Stockholder) (for the purposes of this Section 9(g), the
“Purchaser”),
      and
      the Selling Party has complied with all of the other requirements of this
      Agreement, the Selling Party shall cause a written notice of the offer by the
      Purchaser to purchase such shares (a “Tag-Along
      Notice”)
      to be
      delivered to each of the other Algatec Stockholders (each a “Tag-Along
      Algatec Stockholder”),
      setting forth the price per share to be paid by the Purchaser, the identity
      of
      the Purchaser and the other principal terms and conditions of the Purchaser’s
      offer to purchase such shares. Each Algatec Stockholder shall have the right
      to
      offer for sale to the Purchaser, as a condition of such sale by the Selling
      Party, the same proportion of the shares then held by such Algatec Stockholder
      as the proposed sale represents with respect to the total number of shares
      that
      the Selling Party owns or has the right to acquire pursuant to outstanding
      options, warrants or convertible securities, at the same price per share and
      on
      the same terms and conditions as involved in such sale by the Selling Party.
      Each Algatec Stockholder shall notify the Selling Party of his or its intention
      to sell his or its shares pursuant to this Section 9(g) as soon as practicable
      after receipt of the Tag-Along Notice, but in no event later than thirty (30)
      days after receipt thereof.


    
      
        
        

      

      
        -
          25
          -

        
          

        

      

      
        
        

      

    


    (ii) In
      the
      event that any Algatec Stockholder elects to sell its pro rata portion to the
      Purchaser, the Tag-Along Algatec Stockholders shall not be obligated to execute
      and deliver any document which (A) requires such Tag-Along Algatec Stockholder
      to make representations or warrants regarding any aspect whatsoever of the
      business or prospects of Algatec and/or its Subsidiaries, (B) would subject
      such
      Tag-Along Algatec Stockholder to restrictive covenants, or (C) requires such
      Tag-Along Algatec Stockholder to be obligated for any indemnification or other
      obligations other than (so long as the Selling Party(s) do at least the same)
      (1) the obligation to join on a pro-rata basis (but not on a joint and several
      basis), based on its respective share of the aggregate proceeds paid by the
      Purchaser (but only up to the amount of net proceeds actually received by such
      Tag-Along Algatec Stockholder in the sale), in any indemnification that the
      Selling Party(s) have agreed to, and (2) any such obligations that relate
      specifically to a particular Algatec Stockholder such as indemnification with
      respect to representations and warranties given by a Algatec Stockholder
      regarding such Algatec Stockholder’s title to and ownership of shares.


     

    (iii) The
      Selling Party and each other Algatec Stockholder intending to sell shares
      hereunder shall sell to the Purchaser all, or at the option of the Purchaser,
      any part of the Shares proposed to be sold by them at not less than the price
      per share and upon other terms and conditions, if any, not more favorable to
      the
      Purchaser than those set forth in the Tag-Along Notice; provided,
      however,
      that
      any purchase of less than all of such shares by the Purchaser shall be made
      from
      the Selling Party and each other Algatec Stockholder intending to sell shares
      hereunder pro rata based upon the number of shares then held by the Selling
      Party and each such other Algatec Stockholder electing to sell to the Purchaser
      (calculated on a fully diluted basis).

     

    (h) Drag-Along
      Rights. The
      provisions of this Section
      9(h)
      shall be
      applicable only until such time as the transactions contemplated by the Stock
      Exchange Agreement or a Liquidity Event shall have been
      consummated.

     

    (i) If
      at any
      time on or after December 31, 2012, one or more Algatec Stockholders (for the
      purposes of this Section
      9(h),
      the
“Initiating
      Algatec Stockholders”)
      owning
      at least forty-five percent (45%) of the issued and outstanding share capital
      of
      Algatec shall receive a bona fide cash offer (a “Drag-Along
      Offer”)
      by a
      third party who is not an Affiliate of Algatec or of any of the Algatec
      Stockholders (for the purposes of this Section
      9(h),
      a
“Third
      Party”)
      to
      acquire all of the then outstanding shares or all or substantially all of the
      assets or businesses of Algatec (no matter how the transaction may be
      structured), then and in such event the Initiating Algatec Stockholder(s) may
      (subject to such Initiating Algatec Stockholder(s) having first complied with
      Section 9(f))
      require
      each other Algatec Stockholder (each a “Drag-Along
      Algatec Stockholder”)
      to
      sell to such Third Party all of the shares then held by such Algatec Stockholder
      on terms not less favorable to such Algatec Stockholders than those applying
      to
      the Initiating Algatec Stockholder(s) or to vote their shares in favor of such
      transaction if other than a sale of shares as provided below; provided,
      however,
      that:
      the Drag-Along Algatec Stockholders shall not be obligated to execute and
      deliver any document which (A) requires such Drag-Along Algatec Stockholders
      to
      make representations or warrants regarding any aspect whatsoever of the business
      or prospects of Alhatec and/or its Subsidiaries, provided that such Drag-Along
      Algatec Stockholders (so long as the Initiating Algatec Stockholders do at
      least
      the same), shall make representations and warranties to the effect that (x)
      such
      Drag-Along Algatec Stockholder is the legal and beneficial owner(s) of the
      securities being sold in the sale, free and clear of all liens, claims, security
      interests, restrictions, agreements of sale or other encumbrances (other than
      any imposed by this Agreement, as amended and restated,) and (y) such Drag-Along
      Algatec Stockholder has the capacity or power and authority to effect such
      sale), (B) would subject such to
      restrictive covenants, or (C) requires such Drag-Along Algatec Stockholder
      to be
      obligated for any indemnification or other obligations other than (so long
      as
      the Initiating Algatec Stockholders do at least the same) (1) the obligation
      to
      join on a pro-rata basis (but not on a joint and several basis), based on its
      respective share of the aggregate proceeds paid by the purchaser in such sale
      (but only up to the amount of net proceeds actually received by such Drag-Along
      Algatec Stockholder in the sale), in any indemnification that the Initiating
      Algatec Stockholders have agreed to, and (2) any such obligations that relate
      specifically to a particular Algatec Stockholder such as indemnification with
      respect to representations and warranties given by a Algatec Stockholder
      regarding such Algatec Stockholder’s title to and ownership. Notwithstanding the
      foregoing, in the event that the Initiating Algatec Stockholders elect to
      exercise their rights under this Section
      9(h),
      such
      Drag-Along Algatec Stockholder shall only be obligated under this Section
      9(h),
      if the
      Drag Along Algatec Stockholder shall receive cash in such sale. If the
      Initiating Algatec Stockholders elects to exercise their right to compel a
      sale
      pursuant to this Section
      9(h),
      the
      Initiating Algatec Stockholders will cause a written notice of the Drag-Along
      Offer (the “Drag-Along
      Notice”)
      to be
      delivered to each of the other Algatec Stockholders, setting forth the aggregate
      consideration, the identity of the Third Party and the other principal terms
      and
      conditions thereof. 


    
      
        
        

      

      
        -
          26
          -

        
          

        

      

      
        
        

      

    


    (ii) The
      Initiating Algatec Stockholders will have one hundred twenty (120) days from
      the
      date the Drag-Along Notice is given to the other Algatec Stockholders to
      consummate the sale to the Third Party, at the price and on the terms
      substantially similar to those set forth in such Drag-Along Notice, of all
      of
      the Shares subject to the Drag-Along Offer pursuant to Section
      9(h).
      If the
      sale to the Third Party is not completed during such one hundred twenty (120)
      day period, then the other Algatec Stockholders will be released from their
      obligations with respect to such Drag-Along Notice (but not future Drag-Along
      transactions).

     

    (iii) Subject
      to Section
      9(h),
      each
      Algatec Stockholder agrees to cast all votes to which such Algatec Stockholder
      is entitled in respect of its Shares, whether at any annual or special meeting,
      by written consent or otherwise, in the same proportion as Shares are voted
      by
      the Initiating Algatec Stockholders to approve any transaction or series of
      transactions in connection with which the Initiating Algatec Stockholders
      exercise their rights in this Section
      9(h)
      (including, without limitation, any recapitalization, merger, consolidation,
      reorganization or sale of all or substantially all of the assets of the
      Company).

     

    (i) Control
      of General Partner and Permitted Transfer Undertaking.
      Until
      consummation of the transactions contemplated by the Stock Exchange Agreement
      or
      the occurrence of a Liquidity Event, whichever shall occur first: (A), without
      the prior written consent of Management Stockholders owning at least 51% of
      the
      Algatec Shares held by all Management Stockholders, the ownership and control
      of
      the General Partner of the Partnership shall at all times remain directly or
      indirectly vested in Robert M. Rubin or Scott Galin or their Affiliates, and
      (B)
      the Partnership hereby undertakes to procure that any transferee to which
      Algatec Shares have been transferred pursuant to a Permitted Transfer agrees,
      as
      an undertaking for the benefit of the Management Stockholders, to vote all
      such
      shares in a manner as determined by either Messrs. Rubin or Galin, in the
      exercise of their sole discretion.

     

    10. Indemnification.

     

    a. Survival.
      All
      representations, warranties and covenants in this Agreement will survive the
      First Closing Date and the Second Closing Date. The right to indemnification,
      payment of Damages (as defined below) or other remedy based on such
      representations, warranties and covenants will not be affected by any
      investigation conducted with respect to, or any knowledge acquired (or capable
      of being acquired) after the execution and delivery of this Agreement, with
      respect to the accuracy or inaccuracy of or compliance with, any such
      representation, warranty or covenant. The waiver of any condition based on
      the
      accuracy of any representation or warranty, or on the performance of or
      compliance with any covenant, shall not affect the right to indemnification,
      payment of Damages, or other remedy based on such representations, warranties
      and covenants.


    
      
        
        

      

      
        -
          27
          -

        
          

        

      

      
        
        

      

    


    b. Indemnification
      by Management Stockholders. 

     

    (i) Representations
      and Warranties. 
      In the
      event of a breach of any representation or warranty made by the Management
      Stockholders in this Agreement (a “Breach”),
      the
      Management Stockholders shall severally (and not jointly and severally) put
      the
      Partnership or, at the Management Stockholders election, the respective member
      of Algatec Group into the same position it would be in if the breach had not
      occurred (Naturalrestitution)
      and
      if
      and to the extent remediation in kind is not possible or has not been effected
      by the Management Stockholders within a period of one month after a written
      request for such remediation has been made by the Partnership, the Partnership
      shall be entitled to request from the Management Stockholders compensation
      in
      cash (Schadensersatz
      in Geld)
      for any
      Damages (as defined below) incurred by the Partnership or the Algatec Group
      (such compensation to be payable at the Management Stockholders’ discretion to
      the Algatec Group, except where the damage is solely incurred on the level
      of
      the Partnership); provided,
      however,
      that,


     

    (A) the
      present value of any benefits received by the Partnership or the Algatec Group
      in connection with or as result of the breach (including, without limitation,
      avoided losses, tax benefits and savings, and increases in the value of any
      asset owned by the Algatec Group (Abzug
      neu für Alt))
      shall
      be deducted for the purpose of computing the Losses (Vorteilsausgleich)
      in
      accordance with Section 252 of the German Civil Code (BGB),

     

    (B) the
      Management Shareholders shall not be liable for Breaches, and the Partnership
      shall not be entitled to bring, any claim under or in connection with this
      Agreement if and to the extent that: (i) the Partnership, or its representatives
      on the Algatec Supervisory Board have caused or participated in causing
      (verursacht
      oder mitverursacht)
      or
      aggravated such Breach or any Damages resulting therefrom or failed to mitigate
      Damages pursuant to Section 254 of the German Civil Code (BGB), (ii) the matter
      underlying the Breach has been taken into account in the Financial Statements,
      as a write-off (Abschreibung),
      value
      adjustment (Wertberichtigung),
      liability (Verbindlichkeit)
      or
      provision (Rückstellung),
      including general adjustments (e.g., Pauschalwertberichtigungen)
      or
      provisions made for the relevant risk category, (iii) the Damages are recovered
      from a third party including under an insurance policy, (iv) the facts and
      circumstances underlying the Breach were known by the Partnership or their
      representatives and professional advisors on the Signing Date or on any
      applicable Closing Date, provided that the Partnership shall be deemed to have
      knowledge of all matters which were fairly disclosed in the Due Diligence
      Information, (v) the Damages result from or are increased by the passing of,
      or
      any change in, after the Signing Date or any applicable Closing Date, any law,
      statute, ordinance, rule, regulation, common law rule or administrative practice
      of any government, governmental department, agency or regulatory body including
      (without prejudice to the generality of the foregoing) any increase in the
      rates
      of Taxes or any imposition of Taxes or any withdrawal or relief from Taxes
      not
      actually in effect at the Signing Date.

     

    (ii) Limitations
      on Indemnification. 

     

    (A) Except
      for any one or more Breach constituting fraud, the indemnification obligations
      of the Management Stockholders for any Breach of a representation or warranty
      made by any of them in this Agreement shall expire upon consummation of the
      transactions contemplated by the Stock Exchange Agreement, and in the event
      that
      the transactions contemplated by the Stock Exchange Agreement shall not occur,
      any claims of the Partnership for Breaches of the Management Stockholder’s
      representations and warranties made under this Agreement shall become
      time-barred (verjähren)
      with
      the expiration of twelve (12) months following the First Closing Date.



    
      
        
        

      

      
        -
          28
          -

        
          

        

      

      
        
        

      

    


    (B) Except
      for any one or more Breach constituting fraud, the Management Stockholders
      shall
      only be liable for Damages resulting from an individual Breach of a
      representation and warranty if and to the extent that such Damages exceed an
      amount of €15,000 (the “De
      Minimis Amount”)
      and
      the aggregate amount of all Damages resulting from individual Breaches which
      have resulted in Damages above the De Minimis Amount exceeds €100,000 (the
“Deductible
      Amount”),
      in
      which case only the excess amount shall be recoverable (Freibetrag);

     

    (C) Except
      for any one or more Breach constituting fraud, for any Damages resulting from
      a
      Breach of the Management Stockholders’ representations and warranties under this
      Agreement, the Management Stockholders shall be severally (and not jointly
      and
      severally) liable pro-rata to the proportion of their respective shareholding
      in
      Algatec after the Second Closing Date, and

     

    (D) absent
      fraud, the Management Stockholders’ aggregate liability for Breaches of their
      representations and warranties, under this Agreement, shall be limited to a
      maximum amount of € 800,000 and the individual liability of Freud and Malik
      shall be limited (in each case) to €150,000 and the individual liability of
      Ruschke and Jank shall be limited (in each case) to € 250,000.

     

    “Damages”
      shall
      mean all actual damages (within the meaning of Sections 249 et seq. of the
      German Civil Code (BGB))
      incurred, excluding (i) any potential or actual reduction in value (Minderung)
      of the
      Company or the respective Subsidiary (as the case may be) beyond the actual
      damage incurred, (ii) any indirect or consequential damages (Folgeschäden),
      (iii)
      any lost profits (entgangener
      Gewinn)
      which
      are suffered solely on the level of the Partnership, (iv) any internal
      administration and overhead costs. 

     

    c. Survival
      of Covenants. The
      covenants and agreements of the Partnership and the Management Stockholders
      to
      be performed on or before the First Closing Date and the Second Closing Date
      shall survive until the expiry of the applicable statutory limitation period.
      The post-closing covenants and agreements of the Parties set forth in
Section
      9 of
      this
      Agreement shall survive for a period of 10 years after the First Closing
      Date.

     

    d. Procedure
      for Indemnification.
      If a
      claim is to be made against any or all of the Management Stockholders, the
      Partnership shall give notice to the Management Stockholders of such claim.
      In
      the event that the Management Stockholders object in writing to any claim for
      Damages, the Indemnified Party and such Indemnifying Parties shall attempt
      in
      good faith to resolve the dispute. 

     

    e. Remedies.
      Except
      as set forth below, the remedies which the Partnership may have against the
      Management Stockholders for Breaches of their representations and warranties
      shall solely be governed by this Agreement and shall be the exclusive remedies
      available to the Partnership. To the extent permitted by law, any further claims
      and remedies other than those explicitly provided for in this Agreement,
      irrespective of their nature, amount or legal basis, are hereby expressly waived
      and excluded. Without limiting the generality of the preceding sentence, any
      right of the Partnership to withdraw (Rücktritt)
      from
      this Agreement or to require the winding up of the transaction contemplated
      hereunder on any other legal basis (e.g., by way of großer
      Schadenersatz),
      any
      claims for breach of pre-contractual obligations (culpa
      in contrahendo),
      or
      ancillary obligations (positive
      Forderungsverletzung),
      except
      claims for willful deceit (arglistige
      Täuschung),
      are
      hereby expressly excluded and waived by the Partnership; this shall not apply
      to
      any rights and remedies for fraud or willful misconduct (Vorsatz).
      In the
      event that any Party shall breach or fail to perform any material covenant
      and
      agreement on its part to be performed following the Second Closing Date, the
      non-breaching party shall have the right (but not the obligation) to apply
      to
      any court of competent jurisdiction for an injunction or other equitable
      remedies that such court may deem proper, including, without limitation, an
      order compelling the breaching Party or Parties to perform such covenants or
      agreements.


    
      
        
        

      

      
        -
          29
          -

        
          

        

      

      
        
        

      

    


    11. Governing
      Law.
      The
      validity and interpretation of this Agreement shall be governed by, and
      construed and enforced in accordance with, the laws of the Republic of Germany.
      Each of the parties hereto and their assigns hereby consents to the exclusive
      jurisdiction and venue of the Courts of the Republic of Germany, located in
      Frankfurt, Germany with respect to any matter relating to this Agreement and
      performance of the parties’ obligations hereunder, the documents and instruments
      executed and delivered concurrently herewith or pursuant hereto and performance
      of the parties’ obligations thereunder and each of the parties hereto hereby
      consents to the personal jurisdiction of such courts and shall subject itself
      to
      such personal jurisdiction. Any action, suit or proceeding relating to such
      matters shall be commenced, pursued, defended and resolved only in such courts
      and any appropriate appellate court having jurisdiction to hear an appeal from
      any judgment entered in such courts. The parties irrevocably waive the defense
      of an inconvenient forum to the maintenance of such suit or proceeding. Service
      of process in any action, suit or proceeding relating to such matters may be
      made and served within or outside the Republic of Germany or in the United
      States by registered or certified mail to the parties and their representatives
      at their respective addresses specified herein, provided that a reasonable
      time,
      not less than thirty (30) days, is allowed for response. Service of process
      may
      also be made in such other manner as may be permissible under the applicable
      court rules.

     

    12. Miscellaneous.

     

    a. Headings.
      The
      headings of this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement. 

     

    b. Severability.
      In the
      event that any provision of this Agreement is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform to such statute or rule of law. Any provision hereof which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision hereof.

     

    c. Entire
      Agreement; Amendments.
      This
      Agreement and the instruments referenced herein contain the entire understanding
      of the parties with respect to the matters covered herein and therein. No
      provision of this Agreement may be waived or amended other than by an instrument
      in writing signed by the Party to be charged with enforcement. 

     

    d. Notices.
      Any
      notices required or permitted to be given under the terms of this Agreement
      shall be sent by certified or registered mail (return receipt requested) or
      delivered personally or by courier (including a recognized overnight delivery
      service) or by email or facsimile transmission, and shall be effective five
      days
      after being placed in the mail, if mailed by regular mail, or upon receipt,
      if
      delivered personally or by courier (including a recognized overnight delivery
      service) or by email or facsimile transmission, in each case addressed to a
      Party. The addresses for such communications shall be:

     

    If
      to the
      Management Stockholders:

    


    Algatec
      Solar AG

    Kotschkaer
      Weg 8

    04932
      Roederland/OT Prosen

    Germany

    Attn:
      Rainer Ruschke, Chief Executive
      Officer

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

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

    Email: ruschke@algatec.com


    
      
        
        

      

      
        -
          30
          -

        
          

        

      

      
        
        

      

    


    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

    


    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 the
      Trustee: 

    Roland
      Richter, Esq.

    Rechtsanwalt

    Reppiser
      Strasse 10a

    01609
      Groditz, Germany

    Telephone:
      (011) 49 35263 68585

    Email:
      info@richter-rechtsanwaelte.de

    


    If
      to an
      Partnership: 

    Algatec
      Equity Partners, L.P.

    c/o
      Algatec Management LLC

    c/o
      Robert M. Rubin, Manager

    445
      Central Avenue

    Suite
      108

    Cedarhurst,
      NY 11516

    Office: (516)
      417-8454

    Cell:     (516)
      805-2603

    Email: barrypom@yahoo.com

    


    with
      copies to:

    Hodgson
      Russ LLP

    1540
      Broadway, 24th Floor

    New
      York,
      New York 10036

    Attn:
      Stephen A. Weiss, Esq.

    Telephone:
      (212) 751-4300

    Facsimile:
      (212) 751-0928

    


    Each
      Party shall provide notice to all of the other parties of any change in
      address.


    
      
        
        

      

      
        -
          31
          -

        
          

        

      

      
        
        

      

    


    e. Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their successors and assigns. Permitted Transferees, none of the Parties hereto
      may assign this Agreement or any rights or obligations hereunder without the
      prior written consent of the other Parties hereto, provided that the Partnership
      shall remain jointly and severally liable together with any Permitted Transferee
      for the obligations set forth under Section 4 above.

     

    f. Third
      Party Beneficiaries.
      This
      Agreement is intended for the benefit of the Parties hereto, the Partnership
      and
      their respective Permitted Transferees, successors and assigns, and is not
      for
      the benefit of, nor may any provision hereof be enforced by, any other
      Person.

     

    g. Further
      Assurances.
      Each
      Party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other Party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    h. Counterparts;
      Signatures by Facsimile.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement
      and shall become effective when counterparts have been signed by each Party
      and
      delivered to the other Party. This Agreement, once executed by a Party, may
      be
      delivered to the other Party hereto by facsimile transmission of a copy of
      this
      Agreement bearing the signature of the Party so delivering this Agreement and
      such signature shall create a valid binding obligation of the party executing
      (or on whose behalf such signature is executed) the same with the same force
      and
      effect as if such facsimile signature were the original thereof..

     

    [remainder
      of page intentionally left blank]


    
      
        
        

      

      
        -
          32
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have caused this Share Purchase Agreement to be duly executed as
      of
      the date and year first above written.

     

    
      	
              ALGATEC:

            
	 
	
              ALGATEC
                SOLAR AG

            
	 	 
	
              By:

            	
              /s/
                Rainer Ruschke

            
	 	
              Name:
                Rainer Ruschke

            
	 	
              Title:
                Chairman and CEO

            
	 
	
              MANAGEMENT
                STOCKHOLDERS:

            
	 	 
	
              /s/
                Rainer Ruschke

            
	
              Name:
                Rainer Ruschke

            
	 	 
	
              /s/
                Ullrich Jank

            
	
              Name:
                Ullrich Jank

            
	 	 
	
              /s/
                Dr. Stefan Malik

            
	
              Name:
                Dr. Stefan Malik

            
	 	 
	
              /s/
                Andre Freud

            
	
              Name:
                Andre Freud

            
	 	 
	
              THE
                TRUSTEE:

            
	 	 
	
              /s/
                Roland Richter

            
	
              Name:
                Roland Richter,
                Esquire

            


    

     

    
      	THE
              PARTNERSHIP:
	 	 
	ALGATEC
              EQUITY PARTNERS, L.P.
	 	
              By:

            	
              Algatec
                Management LLC

            
	 	 	
              General
                Partner

            
	 	 	 
	 	
              By:

            	
              /s/
                Robert M. Rubin

            
	 	 	
              Robert
                M. Rubin, Manager

            


    

     

    
      
        
        

      

      
        -
          33
          -