EXECUTION COPY
 
 Agreement and Plan of Merger
 dated as of July 21, 2009
 among
 Energy Conversion Devices, Inc.
 SIT Acquisition Co.
 and
 Solar Integrated Technologies, Inc.




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Table of Contents
 PageARTICLE 1 DEFINITIONS
    
    
    1ARTICLE 2 THE MERGER
    
    
    10SECTION 2.1.   The Merger
    
    
    10SECTION 2.2.   Effects of the Merger
    
    
    10SECTION 2.3.   Closing
    
    
    10SECTION 2.4.   Consummation of the Merger
    
    
    10SECTION 2.5.   Organizational Documents; Directors and Officers
    
    
    10ARTICLE 3 EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
    
    
    11SECTION 3.1.   Conversion of Merger Sub Capital Stock
    
    
    11SECTION 3.2.   Conversion of Company Common Stock
    
    
    11SECTION 3.3.   Exchange of Certificates
    
    
    12SECTION 3.4.   Company Options
    
    
    14SECTION 3.5.   Warrants
    
    
    14SECTION 3.6.   Further Action
    
    
    14SECTION 3.7.   Adjustments to Prevent Dilution
    
    
    14ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    
    
    15SECTION 4.1.   Organization
    
    
    15SECTION 4.2.   Capitalization
    
    
    15SECTION 4.3.   Authorization; No Conflict
    
    
    17SECTION 4.4.   Subsidiaries
    
    
    18SECTION 4.5.   Financial Statements
    
    
    19SECTION 4.6.   Absence of Undisclosed Liabilities
    
    
    19SECTION 4.7.   No Material Changes
    
    
    20SECTION 4.8.   Litigation
    
    
    20SECTION 4.9.   Brokers or Finders Fees; Opinion of Company Financial Advisor
    
    
    20SECTION 4.10. Employee Plans
    
    
    21SECTION 4.11. Warranties
    
    
    23SECTION 4.12. Taxes
    
    
    24SECTION 4.13. Environmental Matters
    
    
    25SECTION 4.14. Compliance with Laws
    
    
    26SECTION 4.15. Intellectual Property
    
    
    27SECTION 4.16. Material Contracts
    
    
    30SECTION 4.17. Employment Matters
    
    
    32
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SECTION 4.18. Real Property
    
    
    34SECTION 4.19. Insurance
    
    
    35SECTION 4.20. Affiliate Transactions
    
    
    35SECTION 4.21. Takeover Statutes
    
    
    35SECTION 4.22. Assets
    
    
    36SECTION 4.23. Foreign Corrupt Practices Act
    
    
    36SECTION 4.24  Customers and Suppliers
    
    
    36SECTION 4.25  Disclosure
    
    
    36ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
    
    
    37SECTION 5.1.   Organization
    
    
    37SECTION 5.2.   Merger Sub
    
    
    37SECTION 5.3.   Authorization; No Conflict
    
    
    37SECTION 5.4.   Available Funds
    
    
    38ARTICLE 6 CONDUCT OF BUSINESS PENDING THE MERGER
    
    
    38SECTION 6.1.   Conduct of Business by the Company Pending the Merger
    
    
    38ARTICLE 7 ADDITIONAL AGREEMENTS
    
    
    42SECTION 7.1.   Preparation of Proxy Circular; Stockholders Meeting
    
    
    42SECTION 7.2.   Public Statements
    
    
    43SECTION 7.3.   Standard of Efforts
    
    
    43SECTION 7.4.   Notification of Certain Matters
    
    
    44SECTION 7.5.   Access to Information; Confidentiality
    
    
    44SECTION 7.6.   No Solicitation
    
    
    45SECTION 7.7.   Indemnification and Insurance; Employment Agreements
    
    
    47SECTION 7.8.   Stockholder Litigation
    
    
    48SECTION 7.9.   De-listing of Company Common Stock
    
    
    48SECTION 7.10. Merger Sub Compliance
    
    
    48ARTICLE 8 CONDITIONS
    
    
    48SECTION 8.1.   Conditions to Each Partys Obligation To Effect the Merger
    
    
    48SECTION 8.2.   Conditions to Obligations of Parent and Merger Sub
    
    
    49SECTION 8.3.   Conditions to Obligation of the Company
    
    
    50ARTICLE 9 TERMINATION, AMENDMENT AND WAIVER
    
    
    51SECTION 9.1.   Termination
    
    
    51SECTION 9.2.   Effect of Termination
    
    
    53SECTION 9.3.   Fees and Expenses
    
    
    53SECTION 9.4.   Amendment
    
    
    54SECTION 9.5.   Waiver
    
    
    55ARTICLE 10 GENERAL PROVISIONS
    
    
    55SECTION 10.1. Notices
    
    
    55
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SECTION 10.2.   Representations and Warranties
    
    
    56SECTION 10.3.   Knowledge Qualifiers
    
    
    56SECTION 10.4.   Interpretations
    
    
    56SECTION 10.5.   Governing Law; Jurisdiction
    
    
    56SECTION 10.6.   Counterparts; Facsimile Transmission of Signatures
    
    
    57SECTION 10.7.   Assignment; No Third Party Beneficiaries
    
    
    57SECTION 10.8.   Severability
    
    
    57SECTION 10.9.   Entire Agreement
    
    
    58SECTION 10.10. Enforcement
    
    
    58
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Agreement and Plan of Merger Agreement Energy Conversion Devices, Inc. Parent SIT Acquisition
Co. Merger Sub Solar Integrated Technologies, Inc. Company
 Introduction
  Merger Company Common Stock
 Voting
Agreement
  
 Definitions
  Affiliate control controlled by under common control with
 AIM




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AIM Rules for Companies
 Business Day
 Code
 Company Board
 Company Charter Documents
 Company Employee Benefit Plan
 Company Financial Advisor
 Company Intellectual Property
 Company Material Adverse Effect provided however
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provided, however
 Company Subsidiaries
 Confidentiality Agreement
 Constituent Corporations
 Contract
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Convertible Notes
 Copyrights
 DGCL
 Environmental Laws
 ERISA
 Exchange Act
 Expenses
 GAAP
 Governmental Authority
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Hazardous Substance
 Intellectual Property
 Internet Property
 Know-How
 Lien
 London Stock Exchange
 Non-Owned Company Intellectual Property
 Option Consideration
 Options
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OTS Software License
 Owned Company Intellectual Property
 Parent Material Adverse Effect
 Patents
 Permitted Lien
 Person
 Section 262
 Software
 Stock Plans
 Subsidiary
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Subsidiary Documents
 Superior Proposal
 Surviving Corporation
 Takeover Proposal
 Tax Return
 Taxes
 -7-




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Trade Secrets
 Trademark
 Transactions
 WARN Act
 Warrant
  Term
    
    SectionAgreement
    
    PreambleAIM Enforcement Procedure
    
    
    4.14
    (b)Appraisal Shares
    
    
    3.2
    (c)Balance Sheet Date
    
    
    4.5
    (a)Bankruptcy and Equity Exception
    
    
    4.3
    (a)Certificate of Merger
    
    
    2.4Certificates
    
    
    3.3
    (b)Closing
    
    
    2.3Closing Date
    
    
    2.3Company
    
    PreambleCompany Adverse Recommendation Change
    
    
    7.6
    (c)
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Term
    
    SectionCompany Common Stock
    
    IntroductionCompany Disclosure Letter
    
    
    4Company ERISA Affiliates
    
    
    4.10
    (a)Company Financial Statements
    
    
    4.5
    (a)Company Recommendation
    
    
    7.1
    (b)Company Stockholders Meeting
    
    
    7.1
    (b)D&O Insurance
    
    
    7.7
    (b)Effective Date
    
    
    2.4Effective Time
    
    
    2.4Environmental Permits
    
    
    4.13
    (a)Exchange Fund
    
    
    3.3
    (a)Indemnified Party
    
    
    7.7
    (a)Interim Balance Sheet
    
    
    4.5
    (a)Interim Financial Statements
    
    
    4.5
    (a)Judgment
    
    
    4.3
    (c)Law
    
    
    4.3
    (c)Lease
    
    
    4.16
    (a)(v)Leased Real Property
    
    
    4.18
    (b)Material Contract
    
    
    4.16
    (a)Maximum Amount
    
    
    7.7
    (b)Merger
    
    IntroductionMerger Consideration
    
    
    3.2
    (a)Merger Sub
    
    PreambleOutside Date
    
    
    9.1
    (b)Owned Software
    
    
    4.15
    (k)Parent
    
    PreamblePaying Agent
    
    
    3.3
    (a)Permits
    
    
    4.1
    (a)Proceedings
    
    
    4.8
    (a)Proxy Circular
    
    
    7.1
    (a)Representatives
    
    
    7.6
    (a)Required Company Stockholder Vote
    
    
    4.3
    (a)Superior Proposal Notice
    
    
    9.1
    (h)Termination Fee
    
    
    9.3
    (b)Third Party Beneficiaries
    
    
    10.7
    (b)UK Laws
    
    
    4.3
    (e)Voting Agreement
    
    Introduction
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The Merger
 Effects of the Merger
 Closing Closing Closing
Date
 Consummation of the Merger Certificate of Merger Effective Time Effective Date
 Organizational Documents; Directors and Officers
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Conversion of Merger Sub Capital Stock
 Conversion of Company Common Stock
 Merger Consideration
  Appraisal Rights Appraisal Shares provided however
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Exchange of Certificates
 Paying Agent Paying Agent Exchange Fund
 Exchange Procedures Certificates
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No Further Ownership Rights in Company Common Stock
 Termination of Exchange Fund
 No Liability
 Lost Certificates
 Withholding Rights
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Company Options
 Warrants
 Further Action
 Adjustments to Prevent Dilution provided however
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Company Disclosure Letter provided however
 Organization
 Permits
 provided however
 Capitalization
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Authorization; No Conflict
 Required
Company Stockholder Vote Bankruptcy and Equity
Exception
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Judgment Law
  UK Laws
 Subsidiaries
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Financial Statements
 Interim Balance Sheet Balance Sheet Date Interim Financial Statements Company Financial Statements
   Absence of Undisclosed Liabilities
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No Material Changes
   Litigation
 Proceedings
  Brokers or Finders Fees; Opinion of Company Financial Advisor
  -20-




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provided however
 Employee Plans
 Company ERISA
Affiliates
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Warranties
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Taxes
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Environmental Matters
 Environmental Permits
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Compliance with Laws
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AIM Enforcement
Procedure
 Intellectual Property
 Registered Owned
Company Intellectual Property
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Owned
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Software Malware
 Material Contracts
 Material Contract
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Lease
    provided however
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Employment Matters
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Real Property
  Leased Real Property
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Insurance
 Affiliate Transactions
 Takeover Statutes
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Assets
 Foreign Corrupt Practices Act
 Customers and Suppliers
 Disclosure provided however
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Organization
 Merger Sub
 Authorization; No Conflict
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Available Funds
 
 Conduct of Business by the Company Pending the Merger
 provided however
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Preparation of Proxy Circular; Stockholders Meeting
 Proxy
Circular
 Company Stockholders Meeting Company Recommendation
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provided however
 provided however
  Public Statements
 Standard of Efforts
 -43-




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Notification of Certain Matters
 provided however
 provided however
 Access to Information; Confidentiality
  -44-




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provided, however provided further however
 No Solicitation
 Representatives provided however provided however
 -45-




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Company Adverse Recommendation Change
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provided however
 provided however
 Indemnification and Insurance; Employment Agreements
 Indemnified Party
 D&O Insurance provided however provided further however Maximum Amount provided further however
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provided further however
   Stockholder Litigation
 De-listing of Company Common Stock
 Merger Sub Compliance
 
 Conditions to Each Partys Obligation To Effect the Merger
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Stockholder Approval
 No Injunctions provided however
 Conditions to Obligations of Parent and Merger Sub
 Representations and Warranties
 provided, however
 de minimis
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Performance of Obligations of the Company
 Certificates
 Litigation
 Absence of Material Adverse Effect
 FIRPTA Certificate
 Conditions to Obligation of the Company
 Representations and Warranties
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Performance of Obligations of Parent and Merger Sub
 Certificates
 
 Termination
  Outside Date provided however
 provided however
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Superior Proposal Notice provided however
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Effect of Termination provided however
 Fees and Expenses
     -53-




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Termination Fee provided however provided further however
 The Wall Street Journal
 Amendment provided however
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Waiver
 
 Notices
 (a)
    
    if to Parent or Merger Sub:Energy Conversion Devices, Inc.2956 Waterview DriveRochester Hills, MI 48309Attention: General CounselFax: (248) 844-1214with a copy to:Covington & Burling LLP1201 Pennsylvania Avenue, N.W.Washington, DC 20004Attention: W. Andrew JackFax: (202) 778-5232(b)
    
    if to the Company:Solar Integrated Technologies, Inc.17777 Center Court DriveSuite 150Cerritos, CA 90703Attention: Chief Executive OfficerFax: (323) 231-0517with a copy to:
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Jones Day1755 Embarcadero RoadPalo Alto, CA 94303Attn:  Stephen E. GilletteDaniel R. MitzFax: (650) 739-3900and toJones Day21 Tudor StreetLondon EC4Y 0DJUnited KingdomAttention: John R. PhillipsFax: +44.20.7039.5999
  Representations and Warranties
 Knowledge Qualifiers To the knowledge of the Company
 Interpretations
 Governing Law; Jurisdiction
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Counterparts; Facsimile Transmission of Signatures
 Assignment; No Third Party Beneficiaries
  Third Party Beneficiaries
 Severability
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Entire Agreement
 Enforcement
 The remainder of this page is intentionally blank.
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Solar Integrated Technologies, Inc.By:Name:Title:Energy Conversion Devices, Inc.By:Name:Title:SIT Acquisition Co.By:Name:Title:




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Voting Agreement Stockholders




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Company Material Adverse Effect Exclusions
   -61-




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Voting Agreement
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Form of Letter of Transmittal
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Licensed Contractors
   -64-