Unassociated Document


    


    ASSET
PURCHASE AGREEMENT

    


    dated as
of August 10, 2009

    


    between

    


    DAEWOO
SHIPBUILDING & MARINE ENGINEERING CO., LTD.

    


    and

    


    DEWIND,
INC.

    


    and

    


    COMPOSITE
TECHNOLOGY CORPORATION


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ASSET
PURCHASE AGREEMENT

     

    ASSET
PURCHASE AGREEMENT, dated as of August 10, 2009 (the “Agreement”), between Daewoo
Shipbuilding & Marine Engineering Co., Ltd., a Korean corporation (“Buyer”), DeWind, Inc., a
Nevada corporation (“Seller”), and Composite
Technology Corporation (“CTC”).

     

    WHEREAS,
Seller is engaged in the business of designing, developing, assembling,
manufacturing and selling wind turbines for the production of wind energy and
the development and management of “wind farms” for the harnessing and sale of
wind energy (the “Business”);

     

    WHEREAS,
the parties desire that the Seller sell, assign, transfer, convey and deliver to
Buyer, and that Buyer purchase and acquire from the Seller, all of the right,
title and interest of the Seller in and to the Purchased Assets (as hereinafter
defined), and that Buyer assume the Assumed Liabilities (as hereinafter
defined), upon the terms and subject to the conditions of this Agreement;
and

     

    WHEREAS,
to induce Buyer to enter into this Agreement, CTC has agreed to enter into this
Agreement and be subject to certain covenants provided hereto.

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the respective
representations and warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

    1.1              Definitions.  When
used in this Agreement, the following terms shall have the meanings assigned to
them in this Article I or in the applicable Section of this Agreement to
which reference is made in this Article I.

     

    “Accounts Receivable” means (a)
any Seller trade accounts receivable and other rights to payment from customers
of the Business and (b) any other account or note receivable Related to the
Business, together with, in each case, the full benefit of any security interest
of Seller.

     

    “Actual Knowledge” of Seller
means, with respect to any fact or matter, the actual knowledge of the directors
and executive officers of Seller and Seller Subsidiaries.

     

    “Adjusted Cash Consideration”
means the amount of the Cash Consideration reduced by the amount of the Deficit
Amount or increased by the amount of the Excess Amount, as
applicable.

     

    “Affiliate” means, with respect
to any specified Person, any other Person directly or indirectly controlling,
controlled by or under common control with such specified
Person.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Ancillary Agreements” means
the Bill of Sale, Share Transfer Agreement, the Assignment and Assumption
Agreement, the Intellectual Property Assignments, the Escrow Agreement and the
other agreements, instruments and documents delivered at the
Closing.

     

    “Authorization” means any
authorization, approval, consent, certificate, license, permit or franchise of
or from any Governmental Entity or pursuant to any Law.

     

    “Benefit Plan” means (a) any
“employee benefit plan” as defined in ERISA Section 3(3), including, without
limitation, any (i) nonqualified deferred compensation or retirement plan
or arrangement which is an Employee Pension Benefit Plan (as defined in ERISA
Section 3(2)), (ii) qualified defined contribution retirement plan or
arrangement which is an Employee Pension Benefit Plan, (iii) qualified defined
benefit retirement plan or arrangement which is an Employee Pension Benefit Plan
(including any Multiemployer Plan (as defined in ERISA Section 3(37)) and (iv)
Employee Welfare Benefit Plan (as defined in ERISA Section 3(1)) or fringe
benefit plan or program, or (b) stock purchase, stock option, severance pay,
employment, change-in-control, vacation pay, paid time off, relocation, employee
assistance, company awards, salary continuation, sick leave, disability, death
benefit, worker's compensation, excess benefit, bonus or other incentive
compensation, life insurance, or other employee benefit plan, contract, fund,
program, policy or other arrangement, whether or not subject to
ERISA.

     

    “Books and Records” means books
of account, general, financial, warranty and shipping records, invoices,
supplier lists, product specifications, product formulations, drawings,
correspondence, engineering, maintenance, operating and production records,
advertising and promotional materials, credit records of customers and other
documents, records and files, in each case Related to the Business, including
books and records relating to Seller Intellectual Property and the employee and
personnel records of the Transferred Employees.

     

    “Business Day” means a day
other than a Saturday, Sunday or other day on which banks located in Irvine,
California are authorized or required by Law to close.

     

    “Business Employee” means any
individual employed by Seller in or in connection with the
Business.

     

    “Capital Stock” means
(a) in the case of a corporation, its shares of capital stock, (b) in
the case of a partnership or limited liability company, its partnership or
membership interests or units (whether general or limited), and (c) any
other interest that confers on a Person the right to receive a share of the
profits and losses of, or distribution of assets, of the issuing
entity.

     

    “Charter Documents” means, with
respect to any entity, the certificate of incorporation, the articles of
incorporation, by-laws, articles of organization, limited liability company
agreement, partnership agreement, formation agreement, joint venture agreement
or other similar organizational documents of such entity (in each case, as
amended).


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Code” means the Internal
Revenue Code of 1986.

     

    “Contract” means any agreement,
contract, license, lease, commitment, arrangement or understanding, written or
oral, including any sales order or purchase order.

     

    “Debt Security” means (a)
securities evidencing Indebtedness, and (b) options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights or other Contracts that,
directly or indirectly, could require the issuer thereof to issue, sell or
otherwise cause to become outstanding the securities described in clause
(a).

     

    “Environmental Laws” means any
applicable statute, ordinance, or regulation of any Governmental Entity relating
to (a) the protection, preservation or restoration of the environment (including
air, surface water, groundwater, drinking water supply, surface land, subsurface
land, plant and animal life or any other natural resource), or (b) the
treatment, storage, handling, or disposal of Hazardous Substances, in each case,
as amended or in effect on or prior to the Closing Date.

     

    “Equipment” means machinery,
fixtures, furniture, supplies, accessories, materials, equipment, parts,
automobiles, trucks, vehicles, tooling, tools, molds, office equipment,
computers, telephones and all other items of tangible personal property, in each
case Related to the Business.

     

    “Equity Security” means
(a) shares of Capital Stock and (b) options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights or other
Contracts that, directly or indirectly, could require the issuer thereof to
issue, sell or otherwise cause to become outstanding shares of Capital
Stock.

     

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

     

    “ERISA Affiliate” means any
entity which is a member of a “controlled group of corporations” with, under
“common control” with or a member of an “affiliated services group” with Seller,
as defined in Section 414(b), (c), (m) or (o) of the Code.

     

    “Escrow Agreement” means the
escrow agreement between the Buyer, Seller and the Escrow Agent relating to the
management of the Escrow Fund in the form attached hereto as Exhibit
D.

     

    “GAAP” means generally accepted
accounting principles in the United States.

     

    “Governmental Entity” means any
entity or body exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to United States federal, state,
local, or municipal government, foreign, international, multinational or other
government, including any department, commission, board, agency, bureau,
subdivision, instrumentality, official or other regulatory, administrative or
judicial authority thereof, and any non-governmental regulatory body to the
extent that the rules and regulations or orders of such body have the force of
Law.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Hazardous Substance” means any
substance or material listed, defined or classified as a pollutant, contaminant,
hazardous substance, toxic substance, or hazardous waste under any Environmental
Law, including, petroleum, polychlorinated biphenyls, and friable
asbestos.

     

    “Indebtedness” means any of the
following: (a) any indebtedness for borrowed money, (b) any obligations
evidenced by bonds, debentures, notes or other similar instruments, (c) any
obligations to pay the deferred purchase price of property or services, except
trade accounts payable and other current Liabilities arising in the ordinary
course of the Business, (d) any obligations as lessee under capitalized leases,
(e) any indebtedness created or arising under any conditional sale or other
title retention agreement with respect to acquired property, (f) any
obligations, contingent or otherwise, under acceptance credit, letters of credit
or similar facilities, and (g) any guaranty of any of the
foregoing.

     

    “Indemnitee” means any Person
that is seeking indemnification from an Indemnitor pursuant to the provisions of
this Agreement.

     

    “Indemnitor” means any party
hereto from which any Indemnitee is seeking indemnification pursuant to the
provisions of this Agreement.

     

    “Inventory” means all raw
materials, work-in-process, finished goods, supplies, spare parts and other
inventories Related to the Business, including all such items (a) located on the
Real Property, (b) in transit from suppliers of the Business, (c) held for
delivery or as prepaid inventory by suppliers of the Business, (d) held at
warehouses for the benefit of Seller or any Seller Subsidiaries, or (e) held on
consignment by third parties.

     

    “Knowledge” of Seller means,
with respect to any fact or matter, the actual knowledge of the directors and
executive officers of Seller and Seller Subsidiaries, together with such
knowledge that such directors and executive officers should reasonably be
expected to discover after due investigation concerning the existence of the
fact or matter in question.

     

    “Law” means any statute, law
(including common law), constitution, treaty, ordinance, code, order, decree,
judgment, rule, regulation and any other binding requirement or determination of
any Governmental Entity.

     

    “Lien” means, with respect to
any property or asset, any mortgage, lien, pledge, charge, security interest,
adverse claim or other encumbrance in respect of such property or
asset.

     

    “Material Adverse Effect” means
any change or event that is materially adverse to (i) the Purchased Assets, the
Assumed Liabilities, the Business as currently conducted or the operations and
condition of Seller and Seller Subsidiaries, except for any such change, event
or effect resulting from or arising out of (a) changes in economic conditions
generally or in the industries in which the Seller or Seller Subsidiaries
operate, whether international, national, regional or local, (b) any change of
Law, accounting standards or regulatory policy adopted or approved by any
Governmental Entity or proposed by any Person, (c) changes or adverse conditions
in the securities markets, including those relating to debt financing, (d) the
announcement, execution or delivery of this Agreement or the consummation of the
transactions contemplated hereby, and (e) any actions specifically required to
be taken or consented to pursuant to or in accordance with this Agreement, or
(ii) Seller’s ability to perform its obligations hereunder.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Order” means any award,
injunction, judgment, decree, order, ruling, subpoena or verdict or other
decision issued, promulgated or entered by or with any Governmental Entity of
competent jurisdiction.

     

    “Permitted Liens” means (a)
Liens for current real or personal property Taxes not yet due and payable or
which are being contested in good faith by Seller or its Affiliates, in either
case, with respect to which the Seller maintains adequate reserves,
(b) workers’, carriers’ and mechanics’ or other like Liens incurred in the
ordinary course of the Business with respect to which payment is not due and
that do not impair the conduct of the Business or the present or proposed use of
the affected property, (c) any deposits or pledges to secure the payment of
worker’s compensation, unemployment insurance or other social security benefits
or obligations, or public or statutory obligations of a like general nature
incurred in the ordinary course of business, (d) any statutory Liens for utility
assessments or other charges or assessments, in each case, arising in the
ordinary course of business with respect to a liability that is not yet due or
delinquent or which is being contested in good faith by Seller or its
Affiliates, (e) any Liens securing bids, tenders, contracts (other than
contracts for the payment of money), leases, statutory obligations, surety or
appeal bonds, bid or performance bonds or other obligations of a like general
nature incurred in the ordinary course of business, (f) any Liens arising out of
judgments or awards so long as an appeal or proceeding for review is being
prosecuted in good faith and for the payment of which adequate reserves, bonds
or other security have been provided or are fully covered by insurance, (g) any
security interest, Lien or right in favor of any vendor of tangible personal
property (including any tangible personal property financed with purchase money
and any capital leases), (h) imperfections or irregularities of title and other
Liens that would not, individually or in the aggregate, materially detract from
the value of the assets to which they attach, (i) zoning, planning, and other
similar limitations and restrictions, all rights of any Governmental Entity to
regulate a property, (j) any Lien set forth in any franchise or governing
ordinance under which any portion of the Business is conducted, (k) all rights
of condemnation, eminent domain or other similar rights of any Person, (l) any
Lien to be released on or prior to, or as a result of, Closing, (m) any Lien
securing any obligation to pay any Assumed Liability, and (n) any other Lien
which does not materially interfere with Seller’s use of the assets used in its
Businesses.

     

    “Person” means an individual, a
corporation, a partnership, a limited liability company, a trust, an
unincorporated association, a Governmental Entity or any other entity or
body.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Pre-Closing Environmental
Liabilities” means Liabilities arising out of (a) the ownership or
operation of the Business at any time on or prior to the Closing or (b) the
ownership, operation or condition of the Real Property or any other real
property currently or formerly owned, operated or leased by Seller or Seller
Subsidiaries Related to the Business at any time on or prior to the Closing, in
each case to the extent based upon or arising out of (i) Environmental Law, (ii)
a failure to obtain, maintain or comply with any environmental permit required
under any Environmental Law by any Governmental Entity, (iii) the release, use,
generation, storage, transportation, treatment, sale or other off-site disposal
of hazardous substances.

     

    “Related to the Business” means
used, held for use or acquired or developed for use in the Business or otherwise
relating to, or arising out of, the operation or conduct of the
Business.

     

    “Release” or “Released” has the meaning set
forth in 42 U.S.C. Section 9601(22).

     

    “Securities Act” means the
Securities Act of 1933, as amended, together with the rules and regulations
promulgated thereunder.

     

    “Seller Subsidiaries” means
DeWind Purchasing GmbH, DeWind Energy Development Company, LLC, DeWind SWI Wind
Farms, LLC, Little Pringle 1, LLC, Little Pringle 2, LLC, Big Pringle LLC and
Palo Duro, LLC.

     

    “Share Transfer Agreement”
means the agreement between Buyer and Seller for the transfer of all Seller
Capital Stock in DeWind Purchasing GmbH to Buyer in the form attached hereto as
Exhibit E.

     

    “Subsidiary” or “Subsidiaries” means, with
respect to any party, any Person, of which (i) such party or any other
Subsidiary of such party is a general partner (excluding partnerships, the
general partnership interests of which held by such party or any Subsidiary of
such party do not have a majority of the voting interest in such partnership) or
(ii) at least a majority of the securities or other interests having by their
terms ordinary voting power to elect a majority of the Board of Directors or
others performing similar functions with respect to such Person is directly or
indirectly owned or controlled by such party and/or by any one or more of its
Subsidiaries.

     

    “Tax” or “Taxes” means any and all
federal, state, local, or foreign net or gross income, gross receipts, net
proceeds, sales, use, ad valorem, value added, franchise, bank shares,
withholding, payroll, employment, excise, property, deed, stamp, alternative or
add-on minimum, environmental, profits, windfall profits, transaction, license,
lease, service, service use, occupation, severance, energy, unemployment, social
security, workers’ compensation, capital, premium, and other taxes, assessments,
customs, duties, fees, levies, or other governmental charges of any nature
whatever, whether disputed or not, together with any interest, penalties,
additions to tax, or additional amounts with respect thereto and including any
obligation to indemnify or otherwise assume or succeed to the Tax liability of
any other Person.

    

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

       

    

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Taxing Authority” means any
Governmental Entity having jurisdiction with respect to any Tax.

     

    “Volker IP” means the patents
with the following patent file numbers: DE10310639 and EP1457673.

     

    “WARN Act” means the Worker
Adjustment and Retraining Notification Act of 1988.

     

     “$” means United States
dollars.

     

    1.2              Other Defined
Terms.  The following terms have the meanings assigned to such
terms in the Sections of the Agreement set forth below:

     

    
      
        
          	
                  Accounting
      Principles

                	
                  2.6(a)(i)

                
	
                  Action

                	
                  4.19(a)

                
	
                  Agreement

                	
                  Preamble

                
	
                  Allocation
      Statement

                	
                  2.7

                
	
                  Altersteilzeit

                	
                  7.4(b)(ix)

                
	
                  Applicable
      Survival Period

                	
                  10.1(d)

                
	
                  Assigned
      Contracts

                	
                  2.1(d)

                
	
                  Assignment
      and Assumption Agreement

                	
                  3.2(b)

                
	
                  Assignment
      and Assumption of Lease

                	
                  3.2(g)

                
	
                  Assumed
      Liabilities

                	
                  2.3

                
	
                  Audited
      Financial Statements

                	
                  4.5(a)(i)

                
	
                  Balance
      Sheet

                	
                  4.5(b)

                
	
                  Balance
      Sheet Date

                	
                  4.5(b)

                
	
                  Base
      Net Assets

                	
                  2.6(a)(ii)

                
	
                  Business

                	
                  Recitals

                
	
                  Business
      Authorizations

                	
                  4.11(a)

                
	
                  Buyer

                	
                  Preamble

                
	
                  Buyer
      Closing Certificate

                	
                  8.3(c)

                
	
                  Buyer
      Disclosure Schedule

                	
                  Preamble
      Article V

                
	
                  Buyer
      Indemnitees

                	
                  10.2(a)

                
	
                  Cash
      Consideration

                	
                  2.5(a)

                
	
                  Closing

                	
                  3.1

                
	
                  Closing
      Assets

                	
                  2.6(a)(iii)

                
	
                  Closing
      Date

                	
                  3.1

                
	
                  Closing
      Liabilities

                	
                  2.6(a)(iv)

                
	
                  Closing
      Net Assets

                	
                  2.6(a)(v)

                
	
                  Closing
      Net Assets Statement

                	
                  2.6(a)(vi)

                


        

      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      
        	
                COBRA

              	
                7.4(i)

              
	
                Confidentiality
      Agreement

              	
                6.3

              
	
                Consents

              	
                4.4(a)

              
	
                Copyrights

              	
                4.15(a)

              
	
                CTC

              	
                Recitals

              
	
                Deficit
      Amount

              	
                2.6(e)(i)

              
	
                DOJ

              	
                7.1(a)

              
	
                Escrow
      Agent

              	
                3.3(a)

              
	
                Escrow
      Fund

              	
                3.3(a)

              
	
                Excess
      Amount

              	
                2.6(e)(ii)

              
	
                Excluded
      Assets

              	
                2.2

              
	
                Excluded
      Contracts

              	
                2.2(b)

              
	
                Excluded
      Liabilities

              	
                2.4

              
	
                Final
      Net Assets

              	
                2.6(a)(vii)

              
	
                Financial
      Statements

              	
                4.5(a)

              
	
                Foreign
      Plans

              	
                4.20(q)

              
	
                FTC

              	
                7.1(a)

              
	
                German
      Employees

              	
                7.4(b)(i)

              
	
                In-Bound
      Licenses

              	
                4.15(c)

              
	
                Independent
      Expert

              	
                2.6(d)

              
	
                Intellectual
      Property

              	
                4.15(a)

              
	
                Intellectual
      Property Rights

              	
                4.15(a)

              
	
                Interim
      Balance Sheet

              	
                4.5(b)

              
	
                Interim
      Balance Sheet Date

              	
                4.5(b)

              
	
                Interim
      Financial Statements

              	
                4.5(a)(ii)

              
	
                Lease

              	
                4.14(c)

              
	
                Leased
      Real Property

              	
                4.14(b)

              
	
                Liabilities

              	
                4.6

              
	
                Losses

              	
                10.2(a)

              
	
                Marks

              	
                4.15(a)

              
	
                Material
      Contract

              	
                4.17(a)

              
	
                Minor
      Contracts

              	
                4.17(b)

              
	
                Names

              	
                7.3(a)

              
	
                Noncompetition
      Period

              	
                6.8(a)

              
	
                Notice
      of Claim

              	
                10.4(a)

              
	
                Notice
      of Objection

              	
                2.6(c)

              
	
                Out-Bound
      Licenses

              	
                4.15(d)

              
	
                Patents

              	
                4.15(a)

              
	
                Pension
      Plan

              	
                4.20(b)

              
	
                Pensionssicherungsverein

              	
                7.4(b)(ix)

              


      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      
        	
                Personal
      Property

              	
                4.12(a)

              
	
                Policies

              	
                4.23(a)

              
	
                Post-Closing
      Tax Period

              	
                7.5(e)

              
	
                Pre-Closing
      Tax Period

              	
                7.5(e)

              
	
                Products

              	
                4.24(a)

              
	
                Proprietary
      Information

              	
                4.15(a)

              
	
                Purchase
      Price

              	
                2.5(a)

              
	
                Purchased
      Assets

              	
                2.1

              
	
                Qualified
      Lawsuit

              	
                7.12

              
	
                Real
      Property

              	
                4.14(b)

              
	
                Representatives

              	
                6.3

              
	
                Restricted
      Business

              	
                6.8(a)

              
	
                Restricted
      Contract

              	
                2.8(a)

              
	
                Review
      Period

              	
                2.6(c)

              
	
                Section
      1060 Forms

              	
                2.7

              
	
                Seller

              	
                Preamble

              
	
                Seller
      Benefit Plans

              	
                4.20(a)

              
	
                Seller
      Closing Certificate

              	
                8.2(c)

              
	
                Seller
      Disclosure Schedule

              	
                Preamble
      Article IV

              
	
                Seller
      Employees

              	
                2.4(f)

              
	
                Seller
      Benefit Plans

              	
                4.20(a)

              
	
                Seller
      Indemnitees

              	
                10.3(a)

              
	
                Seller
      Intellectual Property

              	
                4.15(e)

              
	
                Seller
      Owned Intellectual Property

              	
                4.15(b)

              
	
                Seller
      Registered Items

              	
                4.15(f)

              
	
                Software

              	
                4.15(a)

              
	
                Subsidiary
      Stock

              	
                4.3(a)

              
	
                Third
      Party Claim

              	
                10.4(a)

              
	
                Third
      Party Defense

              	
                10.4(b)

              
	
                Transferred
      Employees

              	
                7.4(a)(ii)

              
	
                Transition
      Services Agreement

              	
                7.10

              
	
                Unexpected
      Employees

              	
                7.4(b)(v)

              
	
                Wertguthaben

              	
                7.4(b)(ix)

              


      

    

     

    ARTICLE
II

     

    PURCHASE
AND SALE

     

    2.1              Purchase and Sale of the
Purchased Assets. Upon the terms and subject to the conditions of this
Agreement, at the Closing, Seller shall sell, assign, transfer, convey and
deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free
and clear of Liens, except for Permitted Liens, the entire right, title and
interest of Seller in, to and under all of the assets, properties and rights of
every kind and description, real, personal and mixed, tangible and intangible,
wherever situated, that are Related to the Business other than the Excluded
Assets (the “Purchased
Assets”).  The Purchased Assets include, but are not limited
to, the following assets, properties and rights:


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (a)           all
Inventory, including, but not limited to, the Inventory set forth in Schedule
2.1(a) to the extent each such item of Inventory remains Inventory of Seller as
of the Closing Date;

     

    (b)           all
Equipment, including, but not limited to, the Equipment set forth in Schedule
2.1(b) to the extent each such item of Equipment remains Equipment of Seller as
of the Closing Date;

     

    (c)           all
Seller Intellectual Property, including, but not limited to, the Seller
Intellectual Property set forth in Schedule 2.1(c);

     

    (d)           all
Contracts Related to the Business (including In-Bound Licenses) set forth on
Schedule 2.1(d) which shall not include any Benefit Plans or related contracts
covering Business Employees in the U.S. (the “Assigned
Contracts”);

     

    (e)           all
Accounts Receivable, including, but not limited to, the receivables for the
accounts set forth in Schedule 2.1(e) to the extent each such account remains an
Account Receivable as of the Closing Date;

     

    (f)     
      all Business Authorizations that are
permitted to be transferred under applicable Law, including, but not limited to,
the authorizations set forth in Schedule 2.1(f);

     

    (g)           all
Books and Records, including, but not limited to, the items set forth in
Schedule 2.1(g);

     

    (h)           all
claims, causes of action, choses in action, rights of recovery and rights under
all warranties, representations and guarantees made by suppliers of products,
materials or equipment, or components thereof, arising from or relating to the
other Purchased Assets or the Assumed Liabilities, including, but not limited
to, the items set forth in Schedule 2.1(h) to the extent such claims, etc.,
remain assets of Seller as of the Closing Date;

     

    (i)        
   all insurance benefits other than those relating to any
Benefit Plans covering Business Employees in the U.S., including rights and
proceeds, arising from or relating to the other Purchased Assets or the Assumed
Liabilities, including, but not limited to, the insurance benefits set forth in
Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such
benefits remain assets of Seller as of the Closing Date;

     

    (j)        
   all prepaid expenses Related to the Business, including, but
not limited to, the expenses set forth in Schedule 2.1(j) to the extent such
prepaid expenses remain assets of Seller as of the Closing
Date;


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (k)           all
security deposits, earnest deposits and all other forms of deposit or security
placed with or by Seller for the performance of an Assigned Contract, including,
but not limited to, the deposits and securities set forth in Schedule 2.1(k) to
the extent such security deposits, earnest deposits and other forms of deposit
or security remain assets of Seller as of the Closing Date;

     

    (l)        
   all of Seller’s equity interest in the Seller Subsidiaries
directly owned by Seller; and

     

    (m)          all
goodwill of the Business as going concern.

     

    2.2           Excluded Assets. The
Purchased Assets do not include, and Seller is not selling, assigning,
transferring, conveying or delivering, and Buyer is not purchasing, acquiring or
accepting from Seller any of the assets, properties or rights set forth in this
Section 2.2 (collectively, the “Excluded
Assets”):

     

    (a)           subject
to Section 2.1(k) of this Agreement, all cash, cash equivalents and bank
accounts of Seller;

     

    (b)           all
Contracts that are not Assigned Contracts (the “Excluded Contracts”),
including, but not limited to, the Contracts listed on Schedule 2.2(b) and all
Benefit Plans and related contracts covering Business Employees in the
U.S.;

     

    (c)           the
corporate seals, Charter Documents, minute books, stock books, Tax Returns,
books of account or other records having to do with the corporate organization
of Seller;

     

    (d)           all
Policies and, subject to Section 2.1(i) hereof, all rights and benefits
thereunder;

     

    (e)           the
assets, properties and rights specifically set forth on Schedule
2.2(e);

     

    (f)        
   the rights that accrue or will accrue to Seller under this
Agreement and the Ancillary Agreements;

     

    (g)           Any
Tax refunds for Tax periods ending on or before the Closing Date and for
Pre-Closing Tax Periods except for Tax refunds of any Seller Subsidiary to the
extent such Tax refunds represent the carry-back of net operating losses arising
during the Post-Closing Tax Period; and

     

    (h)           any
Assets relating to CTC, CTC’s Subsidiaries or CTC’s Affiliates (other than
Seller and Seller Subsidiaries).

     

    2.3              Assumed
Liabilities.  Upon the terms and subject to the conditions of
this Agreement, Buyer  shall assume effective as of the Closing, and
from and after the Closing Buyer shall pay, discharge or perform when due, as
appropriate, only the following Liabilities of Seller (the “Assumed Liabilities”), and no
other Liabilities:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (a)           all
accounts payable to trade creditors of the Business that are unpaid at the
Closing Date and that either (i) are reflected on the Interim Balance Sheet or
(ii) arose in the ordinary course of the Business between the Interim Balance
Sheet Date and the Closing Date;

     

    (b)           all
Liabilities that remain unpaid or unperformed in respect of the Assigned
Contracts (except to the extent set forth in Section 2.4(c)) except for such
Liabilities under the Assigned Contracts listed on Schedule 2.1(d) as “DeWind
Ltd. Contracts”;

     

    (c)           all
customer turbine advance payments and deposits; and

     

    (d)           the
Liabilities set forth in Schedule 2.3(d).

     

    2.4              Excluded Liabilities.
Buyer will not assume any Liabilities of Seller (such unassumed Liabilities, the
“Excluded Liabilities”)
other than those specifically set forth in Section 2.3.  Without
limiting the generality of the foregoing, in no event shall Buyer assume or
incur any Liability in respect of, and Seller shall remain bound by and liable
for, and shall pay, discharge or perform when due, the following Liabilities of
Seller:

     

    (a)           all
Liabilities for (i) Taxes relating to the Business or the Purchased Assets for
any Pre-Closing Tax Period and (ii) Taxes of Seller or any Affiliate of Seller
(other than Seller Subsidiaries);

     

    (b)           all
Liabilities in respect of the Excluded Contracts and other Excluded
Assets;

     

    (c)           all
product Liability and similar claims for damages or injury to person or property
and claims of infringement of Intellectual Property Rights, regardless of when
made or asserted, which arise out of or are based upon any events occurring or
actions taken or omitted to be taken by Seller, or otherwise arising out of or
incurred in connection with the conduct of the Business, on or before the
Closing Date;

     

    (d)           all
Pre-Closing Environmental Liabilities;

     

    (e)           all
Indebtedness of the Business (other than Indebtedness included in the Assumed
Liabilities);

     

    (f) 
          to the extent
permitted by Law, all Liabilities relating to any Person who is or was an
employee of Seller, including any Person whose employment with the Business was
terminated prior to the Closing (current or former) (“Seller Employees”) and their
dependents;

     

    (g)           all
Liabilities relating to current or former Benefit Plans of Seller and its ERISA
Affiliates;


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (h)           all
Liabilities arising out of or incurred in connection with the negotiation,
preparation and execution of this Agreement and the Ancillary Agreements and the
consummation of the transactions contemplated hereby and thereby, including
Taxes and fees and expenses of counsel, accountants and other
experts;

     

    (i)         
  any Liabilities arising from the consulting relationship with
Harrowand S.L., including any accounts payable and any costs, fees or damages
associated with any litigation related thereto (as described in Section 4.19(a)
of the Seller Disclosure Schedule).

     

    (j)      
     any Liabilities relating to CTC, CTC’s
Subsidiaries or CTC’s Affiliates (other than Seller and Seller Subsidiaries);
and

     

    (k)           all
other Liabilities not expressly assumed in Section 2.3 hereof.

     

    2.5              Purchase
Price.  The consideration to be paid by Buyer to Seller for the
Purchased Assets (the “Purchase
Price”) shall be (i) $46,500,000 (the “Cash Consideration”), subject
to adjustment as set forth in Section 2.6, and (ii) the assumption of the
Assumed Liabilities.

     

    2.6              Purchase Price
Adjustment.

     

    (a)           For
purposes of this Section 2.6, the following terms shall have the meanings
assigned to them in this Section 2.6(a):

     

    (i)           “Accounting Principles” means
GAAP applied on a basis consistent with its application in the preparation of
the Balance Sheet; provided that, for
all purposes under this Section 2.6 (including preparation of the Closing Net
Assets Statement and the value of Closing Assets), the Intellectual Property
that had been transferred from DeWind Ltd. to DeWind, Inc. on September 30, 2008
shall be valued at $6,002,000, notwithstanding GAAP or any other accounting
principles and not subject to any adjustments.

     

    (ii)          “Base Net Assets” means
$25,288,000.

     

    (iii)         “Closing Assets” means all
assets, net of applicable reserves, of the Business as of the Closing Date that
are Purchased Assets, calculated in accordance with the Accounting
Principles.

     

    (iv)         “Closing Liabilities” mean all
Liabilities of the Business as of the Closing Date that are Assumed Liabilities,
calculated in accordance with the Accounting Principles.

     

    (v)          “Closing Net Assets” means
Closing Assets minus Closing Liabilities (without double-counting the amount of
any reserves).


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (vi)         “Closing Net Assets Statement”
means an unaudited statement of Closing Net Assets that is prepared in
accordance with the Accounting Principles and that is in the form of, and in no
less detail than, Exhibit F.

     

    (vii)        “Final Net Assets” means the
Closing Net Assets (A) as shown in the Closing Net Assets Statement
delivered by Buyer to Seller pursuant to Section 2.6(b), if no Notice of
Objection with respect thereto is timely delivered by Seller to Buyer pursuant
to Section 2.6(c); or (B) if a Notice of Objection is so delivered,
(1) as agreed by Buyer and Seller pursuant to Section 2.6(d) or
(2) in the absence of such agreement, as shown in the Independent Expert’s
calculation delivered pursuant to Section 2.6(d).

     

    (b)           Within
90 days after the Closing Date, Buyer will prepare, or cause to be prepared, and
deliver to Seller the Closing Net Assets Statement which shall set forth Buyer’s
calculation of Closing Net Assets.  At Buyer’s option, upon 5 Business
Day’s prior written notice to Seller, Buyer may conduct a physical inventory for
purposes of preparing the Closing Net Assets Statement, and Seller and its
representatives shall have the right to observe the taking of such physical
inventory.

     

    (c)           Upon
receipt from Buyer, Seller shall have 15 days to review the Closing Net Assets
Statement (the “Review
Period”).  If Seller disagrees with Buyer’s computation of
Closing Net Assets, Seller may, on or prior to the last day of the Review
Period, deliver a notice to Buyer (the “Notice of Objection”), which
sets forth its objections to Buyer’s calculation of Closing Net
Assets.  Any Notice of Objection shall specify those items or amounts
with which Seller disagrees, together with a detailed written explanation of the
reasons for disagreement with each such item or amount, and shall set forth
Seller’s calculation of Closing Net Assets based on such
objections.  To the extent not set forth in the Notice of Objection,
Seller shall be deemed to have agreed with Buyer’s calculation of all other
items and amounts contained in the Closing Net Assets Statement.

     

    (d)           Unless
Seller delivers the Notice of Objection to Buyer within the Review Period,
Seller shall be deemed to have accepted Buyer’s calculation of Closing Net
Assets and the Closing Net Assets Statement shall be final, conclusive and
binding.  If Seller delivers the Notice of Objection to Buyer within
the Review Period, Buyer and Seller shall, during the 30 days following such
delivery or any mutually agreed extension thereof, use their commercially
reasonable efforts to reach agreement on the disputed items and amounts in order
to determine the amount of Closing Net Assets.  If, at the end of such
period or any mutually agreed extension thereof, Buyer and Seller are unable to
resolve their disagreements, they shall jointly retain and refer their
disagreements to Joseph R. Rosenbaum,
Partner in the San Francisco office of Ernst & Young LLP, or, if such
person is not available, another mutually acceptable person employed at Ernst
& Young LLP (or, if such firm shall decline or is unable to act, or has a
conflict of interest with Buyer or Seller or any of their respective Affiliates,
another nationally recognized independent accounting firm mutually acceptable to
Buyer and Seller) (the “Independent
Expert”).  The parties shall instruct the Independent Expert
promptly to review this Section 2.6 and to determine solely with respect to
the disputed items and amounts so submitted whether and to what extent, if any,
the Closing Net Assets set forth in the Closing Net Assets Statement requires
adjustment. The Independent Expert shall base its determination solely on
written submissions by Buyer and Seller and not on an independent
review.  Buyer and Seller shall make available to the Independent
Expert all relevant books and records and other items reasonably requested by
the Independent Expert. The parties shall request that the Independent Expert
deliver to Buyer and Seller, as promptly as practicable but in no event later
than 45 days after its retention, a report which sets forth its resolution of
the disputed items and amounts and its calculation of Closing Net Assets; provided that in no event
shall Closing Net Assets as determined by the Independent Expert be less than
Buyer’s calculation of Closing Net Assets set forth in the Closing Net Assets
Statement nor more than Seller’s calculation of Closing Net Assets set forth in
the Notice of Objection.  The decision of the Independent Expert shall
be final, conclusive and binding on the parties. Each of Buyer and Seller shall
bear half of all costs and expenses of the Independent Expert.  Each
party agrees to execute, if requested by the Independent Expert, a reasonable
engagement letter, including customary indemnities in favor of the Independent
Expert.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (e)           Within
three (3) Business Days after Final Net Assets has been finally determined
pursuant to this Section 2.6,

     

    (i)           if
Final Net Assets is less than the Base Net Assets, Seller shall pay to Buyer, as
an adjustment to the Purchase Price, in the manner as provided in
Section 2.6(f), an amount of cash equal to the difference between the Base
Net Assets and Final Net Assets (the “Deficit Amount”);
or

     

    (ii)          if
Final Net Assets exceeds the Base Net Assets, Buyer shall pay to Seller, in the
manner as provided in Section 2.6(f), an amount of cash equal to the difference
between Final Net Assets and the Base Net Assets (the “Excess Amount”).

     

    (f)           Any
payment required to be made pursuant to Section 2.6(e) shall be made within
three (3) days of such determination by Buyer or Seller, as the case may be, by
wire transfer of immediately available funds to an account designated in writing
by Buyer, if there is a Deficit Amount, or Seller, if there is an Excess Amount,
at least one Business Day prior to such transfer.

     

    (g)           Subject
to Section 10.7(e), any rights accruing to a party under this Section 2.6 shall
be in addition to and independent of the rights to indemnification under Article
X and any payments made to any party under this Section 2.6 shall not be subject
to the terms of Article X.

     

    2.7              Allocation.  As
soon as reasonably practicable following the Closing, Seller shall deliver to
Buyer, after consultation with, and approval of, Buyer, an allocation statement
setting forth Seller’s allocation of the Purchase Price for Tax purposes
pursuant to Section 1060 of the Code and any other applicable Tax Laws (as the
same may be revised pursuant to the following sentence, the “Allocation
Statement”).  In the event that the Purchase Price is adjusted
pursuant to Section 2.6, Seller shall deliver to Buyer a revised Allocation
Statement as soon as reasonably practicable following the determination of Final
Net Assets.  Except as otherwise required by Law, Buyer and Seller
shall file all Tax Returns (such as IRS Form 8594 or any other forms or reports
required to be filed pursuant to Section 1060 of the Code or any comparable
provisions of Law (“Section
1060 Forms”)) in a manner that is consistent with the Allocation
Statement and refrain from taking any action inconsistent
therewith.  Buyer and Seller shall cooperate in the preparation of
Section 1060 Forms and file such Section 1060 Forms timely and in the manner
required by applicable Law. Buyer and Seller agree to treat any payments made
pursuant to the indemnification provisions of this Agreement as an adjustment to
the Purchase Price for Tax purposes.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    2.8              Consents; Assigned
Contracts.

     

    (a)           Notwithstanding
anything in this Agreement to the contrary, this Agreement shall not constitute
an agreement to sell, assign, transfer, convey or deliver any Assigned Contracts
or any benefit arising under or resulting from any such Assigned Contract if the
sale, assignment, transfer, conveyance or delivery thereof, without the Consent
of a third party, (i) would constitute a breach or other contravention of the
rights of such third party, (ii) would be ineffective with respect to any party
to such Assigned Contract, or (iii) would, upon transfer, in any way adversely
affect the rights of Buyer under such Assigned Contract.  If the sale,
assignment, transfer, conveyance or delivery by Seller to, or any assumption by,
Buyer of any interest in, or Liability under, any Assigned Contract requires the
Consent of a third party, then such sale, assignment, transfer, conveyance,
delivery or assumption shall be subject to such Consent being
obtained.  If such Consent is obtained with respect to such an
Assigned Contract, then immediately and automatically upon such obtainment (x)
such Assigned Contract shall for all purposes hereunder be deemed to be a
Purchased Asset sold, assigned, transferred, conveyed, delivered, and assumed as
of the Closing Date, and (y) all Liabilities under such Assigned Contract
(except for such Liabilities that would have been Excluded Liabilities if such
Assigned Contract had been a Purchased Asset as of the Closing) shall for all
purposes hereunder be deemed to be Assumed Liabilities assumed by Buyer as of
the Closing Date.  Subject to Section 2.8(b), to the extent any
Assigned Contract may not be assigned to Buyer by reason of the absence of any
such Consent (“Restricted
Contract”), Buyer shall not be required to assume any Assumed Liabilities
arising under such Restricted Contract.

     

    (b)           To
the extent that any Consent in respect of a Restricted Contract shall not have
been obtained on or before the Closing Date,  Seller shall use its
commercially reasonable efforts to obtain any such Consent after the Closing
Date.  Seller shall cooperate with Buyer in any economically feasible
arrangement proposed by Buyer to provide that Buyer shall receive the interest
of Seller in the benefits under such Restricted Contract; provided that, to the
extent that Buyer receives any benefits of or under any Restricted Contract, all
Liabilities under such Restricted Contract (except for such Liabilities that
would have been Excluded Liabilities if such Restricted Contract had been a
Purchased Asset as of the Closing) shall for all purposes hereunder be deemed to
be Assumed Liabilities (and shall be the obligation of Buyer) to the fullest
extent that performance of such Liabilities is necessary to obtain and maintain
such benefits.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    ARTICLE
III

     

    CLOSING

     

    3.1              Closing Date. The
closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at
the offices of Milbank, Tweed, Hadley & McCloy LLP, 601 S. Figueroa St., Los
Angeles, CA 90017, at 10:00 a.m. on a date to be specified by the parties which
shall be no later than five (5) Business Days after satisfaction (or waiver as
provided herein) of the conditions set forth in Article VIII (other than
those conditions that by their nature will be satisfied at the Closing), unless
another time, date and/or place is agreed to in writing by the parties. The date
on which the Closing occurs is referred to in this Agreement as the “Closing Date.”  Each
of CTC, Seller and Buyer shall use their commercially reasonable efforts to work
expeditiously to cause the Closing to occur as soon as practicable.

     

    3.2              Deliveries by Seller at the
Closing.  At the Closing, Seller shall deliver to Buyer the
following:

     

    (a)           a
Bill of Sale in the form of Exhibit A hereto duly executed by
Seller;

     

    (b)           an
Assignment and Assumption Agreement in the form of Exhibit B hereto (the “Assignment and Assumption
Agreement”) duly executed by Seller;

     

    (c)           Intellectual
Property Assignments in the form of Exhibit C hereto duly executed by
Seller;

     

    (d)           The
Escrow Agreement duly executed by Seller;

     

    (e)           with
respect to each Lease of Seller, if any, an Assignment and Assumption of Lease
in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of
Lease”) duly executed by Seller;

     

    (f) 
          the Power of
Attorney contemplated by Section 6.9 duly executed by Seller and the Power of
Attorney contemplated by Sections 7.7(c) duly executed by Seller;

     

    (g)           the
Seller Closing Certificate;

     

    (h)           a
completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2)
of the Treasury regulations duly executed by Seller that is selling Purchased
Assets to Buyer pursuant hereto;

     

    (i)
           a duly
executed Share Transfer Agreement; and

     

    (j)   
        such other good and sufficient
instruments of transfer as Buyer reasonably deems necessary and appropriate to
vest in Buyer all right, title and interest in, to and under the Purchased
Assets.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    3.3              Deliveries by Buyer at the
Closing. At the Closing, Buyer shall deliver to Seller the
following:

     

    (a)           the
Cash Consideration, which Buyer shall deliver as follows: (i) an amount equal to
85% of the Cash Consideration by wire transfer to an account of Seller
designated in writing by Seller to Buyer no later than three (3) Business Days
prior to the Closing Date, and (ii) an amount equal to 15% of the Cash
Consideration to U.S. Bank National Association as escrow agent (the
“Escrow Agent”) pursuant
to the Escrow Agreement (the “Escrow Fund”) to secure
indemnification obligations of Seller set forth in this Agreement;

     

    (b)           the
Assignment and Assumption Agreement duly executed by Buyer;

     

    (c)           with
respect to each Lease, an Assignment and Assumption of Lease duly executed by
Buyer;

     

    (d)           the
Escrow Agreement duly executed by Buyer;

     

    (e)           the
Buyer Closing Certificate; and

     

    (f) 
          such other good and
sufficient instruments as Seller reasonably deems necessary and appropriate to
relieve Seller and CTC of their obligations with respect to the Assumed
Liabilities (including, with respect to Parent Guarantees, as set forth in
Section 7.9).

     

    3.4              Resolution of Qualified
Lawsuits.  If as of immediately prior to the Closing, the pendency
of the Qualified Lawsuits may cause, in the reasonable judgment of
Buyer, either (a) a failure of any condition or conditions set forth in Section
8.2, (b) a material breach of any representation or covenant of Seller contained
in this Agreement, or (c) a material impairment on the part of Buyer to
take possession of the Purchased Assets or operate the Business following the
Closing, then Buyer and Seller shall work together in good faith and use
commercially reasonable efforts to avoid any such result.  The parties
agree that, depending on the circumstances, such efforts may include agreeing
that (notwithstanding clause (i) of Section 3.3(a)) a portion of the Cash
Consideration might be paid by Buyer directly to the plaintiff in a Qualified
Lawsuit rather than to Seller, provided that (x)
such plaintiff provides a full and unconditional release and dismissal with
respect to such Qualified Lawsuit, (y) any such payment would have been an
Assumed Liability, and (z) such payment would have the effect of decreasing the
Closing Liabilities, and therefore increasing the Closing Assets for purposes of
the purchase price adjustment set forth in Section 2.6.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Seller
(and CTC as to Section 4.15 only) represents and warrants to Buyer as of the
date hereof and as of the Closing Date that the statements contained in this
Article IV are true and correct, except as set forth in the confidential
disclosure schedule dated and delivered as of the date hereof by Seller to Buyer
(the “Seller Disclosure
Schedule”), which is designated therein as being the Seller Disclosure
Schedule.  Each of the representations and warranties in this Article
IV are qualified by the Seller Disclosure Schedule, whether or not the Seller
Disclosure Schedule is explicitly referenced therein.  The Seller
Disclosure Schedule shall be arranged in paragraphs corresponding to each
representation and warranty set forth in this Article IV.  Each
exception to a representation and warranty set forth in the Seller Disclosure
Schedule shall qualify the specific representation and warranty which is
referenced in the applicable paragraph of the Seller Disclosure Schedule, and no
other representation or warranty.

     

    4.1              Organization and Good
Standing.  Seller and Seller Subsidiaries are each duly formed,
validly existing and in good standing under the Laws of the jurisdiction in
which it is formed. Seller and Seller Subsidiaries are each duly qualified or
licensed to transact business in each jurisdiction in which the properties
owned, leased or operated by them or the nature of the business conducted by
such company makes such qualification necessary as listed on the Seller
Disclosure Schedule.  Neither Seller nor Seller Subsidiaries are in
default under its Charter Documents.

     

    4.2              Authority and
Enforceability.  Seller has the requisite power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby.  The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of Seller.  Seller has
duly executed and delivered this Agreement.  Assuming due
authorization, execution and delivery by Buyer, this Agreement constitutes the
valid and binding obligation of Seller, enforceable against it in accordance
with its terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar Laws affecting or
relating to creditors’ rights generally, and (ii) the availability of injunctive
relief and other equitable remedies.

     

    4.3              Subsidiaries and Related
Entities.  The following is true immediately prior to the
Closing:

     

    (a)           Seller
owns all of the outstanding shares of DeWind Purchasing GmbH and DeWind Energy
Development Company LLC.  Subject to compliance with the securities
laws, Seller may freely transfer its Capital Stock in these companies (the
“Subsidiary Stock”) to
Buyer, subject to Permitted Liens.

     

    (b)           Except
as set forth in Section 4.3(a) of the Seller Disclosure Schedule, DeWind Energy
Development Company LLC owns more than 50% of the Capital Stock of DeWind SW1
Wind Farms, LLC.  DeWind SW1 Wind Farms, LLC wholly owns each of
Little Pringle 1 LLC, Little Pringle 2 LLC, Big Pringle LLC and Palo Duro
LLC.  No other Seller Subsidiary owns shares in another
entity.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    4.4              No Conflicts;
Consents.

     

    (a)           The
execution and delivery of this Agreement by Seller, the execution and delivery
of each Ancillary Agreement by Seller, the performance by Seller of its
obligations hereunder and thereunder and the consummation by Seller of the
transactions contemplated hereby and thereby (in each case, with or without the
giving of notice or lapse of time, or both), will not, directly or indirectly,
(i) violate the provisions of any of the Charter Documents of Seller or Seller
Subsidiaries, (ii) violate or constitute a default, an event of default or an
event creating rights of acceleration, termination, cancellation, imposition of
additional obligations or loss of rights under any Assigned Contract (A) to
which Seller or one of Seller Subsidiaries is a party, (B) of which Seller or
one of Seller Subsidiaries is a beneficiary or (C) by which Seller, any of
Seller Subsidiaries or any of their respective assets is bound,  (iii)
violate or conflict with any Law, Authorization or Order applicable to Seller or
Seller Subsidiaries, or give any Governmental Entity or other Person the right
to challenge any of the transactions contemplated by this Agreement or the
Ancillary Agreements or to exercise any remedy, obtain any relief under or
revoke or otherwise modify any rights held under, any such Law, Authorization or
Order, or (iv) result in the creation of any material Liens (other than
Permitted Liens) upon any of the Purchased Assets.  Section 4.4(a) of
the Seller Disclosure Schedule sets forth all material consents, waivers,
assignments and other approvals and actions that are required in connection with
the transactions contemplated by this Agreement under any Material Contract to
which Seller or one of Seller Subsidiaries is a party (collectively, “Consents”) to sell, assign,
transfer, convey and deliver to, Buyer all rights and benefits of Seller without
any impairment or alteration whatsoever.

     

    (b)           No
Authorization or Order of, registration, declaration or filing with, or notice
to, any Governmental Entity or other Person, is required by or with respect to
Seller or Seller Subsidiaries in connection with the execution and delivery of
this Agreement and the Ancillary Agreements to which they are a party and the
consummation of the transactions contemplated hereby and thereby, in each case,
except for such Authorizations, Orders, registrations, declarations, filings and
notices which are not material.

     

    4.5              Financial
Statements.

     

    (a)           The
Seller Disclosure Schedule contains true and complete copies of the following
Seller financial statements (the “Financial
Statements”):

     

    (i)           the
audited consolidated balance sheet of Seller and Seller Subsidiaries as of
September 30, 2008, including the related statements of income and retained
earnings, stockholders equity and cash flows (the “Audited Financial
Statements”); and

     

    (ii)          the
unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of
March 31, 2009, including the related statements of income and retained
earnings, stockholders equity and cash flows (the  “Interim Financial Statements”
and together with the Audited Financial Statements, the “Financial
Statements”).


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    (b)           The
Financial Statements are true, complete and correct and have been prepared in
accordance with GAAP applied on a consistent basis throughout the periods
involved, subject, in the case of the Interim Financial Statements, to normal
year-end adjustments (the effect of which will not be materially adverse) and
the absence of notes (that, if presented, would not differ materially from those
presented in the Audited Financial Statements).  The Financial
Statements are based on the books and records of Seller and Seller Subsidiaries,
and fairly present the financial condition of the Business as of the respective
dates they were prepared and the results of the operations of the Business for
the periods indicated. The balance sheet of the Business as of September 30,
2008 is referred to herein as the “Balance Sheet” and the date
thereof as the “Balance Sheet
Date” and the balance sheet of the Business as of March 31, 2009 is
referred to herein as the “Interim Balance Sheet” and the
date thereof as the “Interim
Balance Sheet Date.” Seller and Seller Subsidiaries each maintain with
respect to the Business a standard system of accounting established and
administered in accordance with GAAP.

     

    (c)           During
the most recently completed fiscal year of Seller, Seller and the Seller
Subsidiaries together did not achieve net sales proceeds exceeding, in
aggregate, € 5,000,000 in Germany.

     

    4.6              No Undisclosed
Liabilities.  Seller’s Business has no liabilities, obligations
or commitments of any nature whatsoever, asserted or unasserted, known or
unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or
otherwise (“Liabilities”), except (a)
those which are adequately reflected or reserved against in the Balance Sheet as
of the Balance Sheet Date, (b) those that, according to GAAP, are not required
to be reflected or reserved against in the Balance Sheet as of the Balance Sheet
Date, (c) those which have been incurred in the ordinary course of the Business
and consistent with past practice since the Balance Sheet Date and which are
not, individually or in the aggregate, material in amount or (d) those set forth
in Section 4.6 of the Seller Disclosure Schedule.

     

    4.7              Inventory.

     

    (a)           each
item of Inventory is (x) free of any material defect or other deficiency, and
not encumbered, (y) of a quality, quantity and condition useable and, as to
finished goods, saleable in the ordinary course of the Business in all material
respects and (z) properly stated on the Interim Balance Sheet (to the extent
existing on the date thereof) and on the books and records of the Business at
the lesser of cost or fair market value;

     

    (b)           none
of such Inventory is obsolete and no write-down of such Inventory has been made
or should have been made in the period since March 31, 2009; and

     

    (c)           the
quantities of each item of Inventory are not materially excessive and are
reasonable in the present circumstances of the Business.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    4.8              Accounts
Receivable.  The Accounts Receivable of the Business as set
forth on the Interim Balance Sheet or arising since the date thereof are, to the
extent not paid in full by the account debtor prior to the date hereof, (a)
valid and genuine, have arisen solely out of bona fide sales and deliveries of
goods, performance of services and other business transactions in the ordinary
course of the Business consistent with past practice, (b) not subject to valid
defenses, set-offs or counterclaims, and (c) collectible within 90 days after
billing at the full recorded amount thereof less the recorded allowance for
collection losses on the Interim Balance Sheet or, in the case of Accounts
Receivable arising since the Interim Balance Sheet Date, the recorded allowance
for collection losses shown on the accounting records of the
Business.  The allowance for collection losses on the Interim Balance
Sheet and, with respect to Accounts Receivable arising since the Interim Balance
Sheet Date, the allowance for collection losses shown on the accounting records
of the Business, have been determined in accordance with GAAP.

     

    4.9              Taxes.  Except as set forth on
Section 4.9 of the Seller Disclosure Schedule, (a) All material Tax Returns
required to be filed by Seller and Seller Subsidiaries (or their Affiliates on
their behalf) with respect to Tax periods ending on or before the Closing
Date  have been or will be filed when due in accordance with all
applicable Laws and were or will be true, complete and correct as of the date
filed; (b) Seller and Seller Subsidiaries(or their affiliates on their behalf)
has paid in full all Taxes with respect to periods covered by such Tax Returns,
whether or not shown as due and payable on such Tax Returns; (c) there is no
action, suit, proceeding, investigation, audit or claim now pending with respect
to any Tax with respect to Seller or Seller Subsidiaries; (d) Seller and Seller
Subsidiaries (or their Affiliates on their behalf) have timely and properly
collected, withheld and remitted to the Taxing Authority to whom such payment is
due all amounts required to be collected or withheld by Seller or Seller
Subsidiaries for the payment of Taxes, (e) there are no Liens for Taxes (other
than Taxes not yet due and payable) upon any of the assets of the Seller or its
Subsidiaries, and (f) there is no material dispute or claim concerning any Tax
liability of Seller or any of Seller Subsidiaries either  (A) claimed
or raised by any Tax Authority in writing or (B) as to which any of the Seller
has Knowledge.  None of the Seller Subsidiaries is bound by any Tax
allocation or sharing agreement, none of Seller Subsidiaries has any liability
for Taxes of any Person under Treasury Regulation 1.1502-6 (or similar provision
of state, local, or foreign law), as transferee or successor, by contract, or
otherwise.  None of Seller Subsidiaries will be required to include
any item of income in, or exclude any item of deduction from, taxable income for
any taxable period (or portion thereof) ending after the Closing Date as a
result of any: (i) intercompany transactions or excess loss accounts described
in Treasury Regulations under Section 1502 of the Code (or any similar provision
of state, local, or foreign Tax Law), (ii) installment sale or open transaction
disposition made on or prior to the Closing, (iii) prepaid amount received on or
prior to the Closing, or (iv) change in method of accounting for a taxable
period ending on or prior to the Closing Date.  The unpaid Taxes of
Seller Subsidiaries (A) did not, as of March 31, 2009, exceed the reserve for
Tax liability (rather than the reserve for deferred Taxes established to reflect
timing differences between book and Tax income) set forth in their respective
Interim Balance Sheet (rather than the notes attached thereto) and (B) will not
exceed that reserve as adjusted for operations and transactions through the
Closing Date in accordance with past custom and practice of Seller Subsidiaries
in filing their Tax Returns.  None of Seller Subsidiaries has
distributed stock of another Person, or has had its stock distributed by another
Person, in a transaction that was purported or intended to be governed in whole
or in part by Code Section 355 or Code Section 361.  None
of  Seller or any of  Seller Subsidiaries is or has been a
party to any “listed transaction” as defined in Code Section 6707A(c)(2) and
Treasury Regulation 1.6011-4(b)(2).  DeWind Energy Development
Company, LLC is a disregarded entity for US federal tax
purposes.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    4.10            Compliance with
Law.

     

    (a)           Seller
and each of Seller Subsidiaries are conducted, and is conducting, the Business
in compliance with all material applicable Laws.

     

    (b)           (i)
No event has occurred and no circumstances exist that (with or without the
passage of time or the giving of notice) may result in a violation of, conflict
with or failure on the part of Seller or Seller Subsidiaries to conduct the
Business in compliance with, any material applicable Law, and (ii) neither
Seller nor any of Seller Subsidiaries have received notice regarding any
violation of, conflict with, or failure to conduct the Business in compliance
with, any material applicable Law.

     

    4.11            Business
Authorizations.

     

    (a)           Seller
and Seller Subsidiaries each own, hold or lawfully use in the operation of the
Business all Authorizations which are materially necessary for it to conduct the
Business as currently conducted or as proposed by Seller to be conducted or for
the ownership and use of the material assets owned or used by Seller or a Seller
Subsidiary in the conduct of the Business (the “Business Authorizations”) free
and clear of all Liens (other than Permitted Liens).  Such Business
Authorizations are valid and in full force and effect in all material
respects.  All material Business Authorizations are listed in the
Seller Disclosure Schedule.

     

    (b)           (i)
No event has occurred and no circumstances exist that (with or without the
passage of time or the giving of notice) may result in a violation of, conflict
with, failure on the part of Seller or Seller Subsidiary to comply with the
terms of, or the revocation, withdrawal, termination, cancellation, suspension
or modification of any material Business Authorization, and (ii) neither Seller
nor any Seller Subsidiary has received notice regarding any violation of,
conflict with, failure to comply with the terms of, or any revocation,
withdrawal, termination, cancellation, suspension or modification of, any
material Business Authorization in all material respects.  Neither
Seller nor any Seller Subsidiary is in material default, nor has Seller or such
Seller Subsidiary received notice of any claim of material default, with respect
to any Business Authorization.

     

    (c)           No
Person other than Seller and any Seller Subsidiary owns or has any proprietary,
financial or other interest (direct or indirect) in any Business
Authorization.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    4.12            Title to Personal
Properties; Permitted Liens.

     

    (a)           The
Seller Disclosure Schedule sets forth a complete and accurate list of all
personal properties and assets (“Personal Property”) that are
Purchased Assets as of the date of this Agreement, that have a current book
value in excess of
$25,000, specifying whether such Personal Property is owned or leased and, in
the case of leased assets, indicating the parties to, execution dates of and
annual payments under, the lease.

     

    (b)           With
respect to Personal Property that it purports to own including all Personal
Property reflected as owned on the Interim Balance Sheet (other than inventory
sold in the ordinary course of the Business since the date thereof), Seller has
(except as set forth in Section 4.12(b) of the Seller Disclosure Schedule) good
and transferable title to all such Personal Property, free and clear of all
Liens except for Permitted Liens.

     

    (c)           All
leases under which Personal Property is leased are in full force and effect and
constitute valid and binding obligations of the other party(ies) thereto, and
neither Seller nor Seller Subsidiaries nor, to Seller’s Knowledge, any other
party thereto, is in breach of any of the terms of any such lease, in each case,
except for any failure of the foregoing that would not reasonably be expected to
result in a Material Adverse Effect.

     

    (d)           To
Seller’s Knowledge, none of the Purchased Assets are subject to any Permitted
Liens, except for those set forth in Section 4.12(d) of the Seller Disclosure
Schedules.

     

    4.13            Condition of Tangible
Assets. All Purchased Assets that are tangible property are structurally
sound, are in good operating condition and repair (subject to normal wear and
tear given the use and age of such assets), are usable in the ordinary course of
the Business and conform to all Laws and Authorizations relating to their
construction, use and operation, in all material respects.  There are
no facts or conditions affecting such Purchased Assets that could interfere in
any material respect with the use or operation thereof as used or operated for
the 12 months preceding the date of this Agreement.

     

    4.14            Real
Property.

     

    (a)           Neither
Seller nor Seller Subsidiaries own any real property.

     

    (b)           The
Seller Disclosure Schedule contains a list of all real property and interests in
real property leased by Seller or a Seller Subsidiary Related to the Business
(the “Leased Real
Property” or the “Real
Property”).

     

    (c)           With
respect to Leased Real Property, Seller has delivered to Buyer a true and
complete copy of every lease and sublease pursuant to which Seller or any Seller
Subsidiary is a party or by which it is bound (each, a “Lease”). Such party has
peaceful, undisturbed and exclusive possession of the Leased Real Property,
except for any failure of the foregoing that would not reasonably be expected to
result in a Material Adverse Effect.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    (d)           Except
for any failure of the following that would not reasonably be expected to result
in a Material Adverse Effect, (i) the Real Property and all present uses and
operations of the Real Property comply with all Laws,
covenants, conditions, restrictions, easements, disposition agreements and
similar matters affecting the Real Property; and (ii) the Real Property and its
continued use, occupancy and operation as used, occupied and operated in the
conduct of the Business do not constitute a nonconforming use and is not the
subject of a special use permit under any Law.

     

    4.15            Intellectual
Property.

     

    (a)           As
used in this Agreement, “Intellectual Property” means:
(i) inventions (whether or not patentable), trade secrets, technical data,
databases, customer lists, designs, tools, methods, processes, technology,
ideas, know-how, source code, product road maps and other proprietary
information and materials (“Proprietary Information”);
(ii) trademarks and service marks (whether or not registered), trade names,
logos, trade dress and other proprietary indicia and all goodwill associated
therewith; (iii) documentation, advertising copy, marketing materials,
web-sites, specifications, mask works, drawings, graphics, databases, recordings
and other works of authorship, whether or not protected by Copyright; (iv)
computer programs, including any and all software implementations of algorithms,
models and methodologies, whether in source code or object code, design
documents, flow-charts, user manuals and training materials relating thereto and
any translations thereof (collectively, “Software”); and (v) all forms
of legal rights and protections that may be obtained for, or may pertain to, the
Intellectual Property set forth in clauses (i) through (iv) in any country of
the world (“Intellectual
Property Rights”), including all letters patent, patent applications,
provisional patents, design patents, PCT filings, invention disclosures and
other rights to inventions or designs (“Patents”), all registered and
unregistered copyrights in both published and unpublished works (“Copyrights”), all trademarks,
service marks and other proprietary indicia (whether or not registered) (“Marks”), trade secret rights,
mask works, moral rights or other literary property or authors rights, and all
applications, registrations, issuances, divisions, continuations, renewals,
reissuances and extensions of the foregoing and the right to sue and recover
damages and profits for past, present and future infringement, if
any.

     

    (b)           The
Seller Disclosure Schedule lists (by name, owner and, where applicable,
registration number and jurisdiction of registration, application, certification
or filing) all Intellectual Property that is owned by Seller or a Seller
Subsidiary and Related to the Business (whether exclusively, jointly with
another Person or otherwise)  (“Seller Owned Intellectual
Property”); provided that the Seller
Disclosure Schedule is not required to list items of Seller Owned Intellectual
Property which are either (i) immaterial to the Business or (ii) not registered
or the subject of an application for registration.  Except as
described in the Seller Disclosure Schedule, Seller or a Seller Subsidiary owns
the entire right, title and interest to all Seller Owned Intellectual Property
free and clear of all Liens (other than Permitted Liens).


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    (c)           The
Seller Disclosure Schedule lists all material licenses, sublicenses and other
agreements (“In-Bound
Licenses”) pursuant to which a third party authorizes Seller or a Seller
Subsidiary to use, practice any rights under, or grant sublicenses with respect
to, any Intellectual Property Related to the Business owned by a third party
other than In-Bound
Licenses that consist solely of “shrink-wrap” and similar commercially available
end-user licenses, including the incorporation of any such Intellectual Property
into products of Seller or a Seller Subsidiary and, with respect to each
In-Bound License, whether the In-Bound License is exclusive or
non-exclusive.

     

    (d)           The
Seller Disclosure Schedule lists all material licenses, sublicenses and other
agreements (other than turbine sale agreements) (“Out-Bound Licenses”) pursuant
to which Seller or a Seller Subsidiary authorizes a third party to use, practice
any rights under, or grant sublicenses with respect to, any Seller Owned
Intellectual Property or pursuant to which Seller or a Seller Subsidiary grants
rights to use or practice any rights under any Intellectual Property owned by a
third party and, with respect to each Out-Bound License, whether the Out-Bound
License is exclusive or non-exclusive.

     

    (e) 
          Seller and Seller
Subsidiaries (i) exclusively owns the entire right, interest and title to each
item of Intellectual Property Related to the Business as it is currently
conducted free and clear of Liens (other than Permitted Liens) (including the
design, manufacture, license and sale of all products currently under
development or in production), or (ii) otherwise rightfully uses or otherwise
enjoys such Intellectual Property pursuant to the terms of a valid and
enforceable In-Bound License that is listed in the Seller Disclosure Schedule,
in each case, in all material respects. The Seller Owned Intellectual Property,
together with the Seller/Seller Subsidiary rights under the In-Bound Licenses
listed in the Seller Disclosure Schedule (collectively, the “Seller Intellectual
Property”), constitutes all the Intellectual Property necessary for the
operation of the Business as and geographically where it is currently conducted
by Seller in all material respects.

     

    (f)   
        All registration, maintenance
and renewal fees related to Patents, Marks, Copyrights and any other
certifications, filings or registrations that are owned by Seller or a Seller
Subsidiary and Related to the Business (“Seller Registered Items”) that
are currently due have been paid and all documents and certificates related to
such Seller Registered Items have been filed with the relevant Governmental
Entity or other authorities in the United States or foreign jurisdictions, as
the case may be, for the purposes of maintaining such Seller Registered
Items.  There are no actions that must be taken by Buyer within 180
days after the date hereof, including the payment of any registration,
maintenance or renewal fees or the filing of any documents, applications or
certificates for the purposes of maintaining, perfecting or preserving or
renewing any Seller Registered Items.  All Seller Registered Items are
in good standing, held in compliance with all applicable legal requirements and
enforceable by Seller or a Seller Subsidiary in all material
respects.  To Seller’s Knowledge, all Patents Related to the Business
that have been issued to Seller or Seller Subsidiary are valid.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    (g)           To
Seller’s Knowledge, there are no challenges (or any basis therefor) with respect
to the validity or enforceability of any material Seller Owned Intellectual
Property.  The Seller Disclosure Schedule lists the status of any
proceedings or actions before the United States Patent and Trademark Office or
any other Governmental Entity anywhere in the world related to any of the Seller
Owned Intellectual Property, including the due date for any outstanding response
by Seller or a Seller Subsidiary in such proceedings. Neither Seller nor a
Seller Subsidiary has taken any action or failed to take any action that could
reasonably be expected to result in the abandonment, cancellation, forfeiture,
relinquishment, invalidation, waiver or unenforceability of any material Seller
Owned Intellectual Property.

     

    (h)           (i)
None of the products or services currently or formerly manufactured, sold,
distributed, provided, shipped or licensed by Seller or any Seller Subsidiary,
in each case Related to the Business, has infringed or infringes upon, or
otherwise unlawfully used or uses, the Intellectual Property Rights of any third
party within the territories in which such product or service was intended to be
used; (ii) neither Seller nor any Seller Subsidiary, by conducting the Business
as and geographically where currently conducted, has infringed or infringes
upon, or otherwise unlawfully used or uses, any Intellectual Property Rights of
a third party within the territories in which the Business is currently
conducted; (iii) neither Seller nor any Seller Subsidiary has received any
communication alleging that Seller or any Seller Subsidiary has violated or, by
conducting the Business as currently conducted, would violate any Intellectual
Property Rights of a third party nor, to Seller’s Knowledge, is there any basis
therefor; (iv) no Action has been instituted, or, to Seller’s Knowledge,
threatened, relating to any Intellectual Property formerly or currently used by
Seller or any Seller Subsidiary Related to the Business and none of the Seller
Intellectual Property is subject to any outstanding Order; and (v) to Seller’s
Knowledge, no Person has infringed or is infringing any Intellectual Property
Rights of Seller or any Seller Subsidiary Related to the Business or has
otherwise misappropriated or is otherwise misappropriating any Seller
Intellectual Property.

     

    (i) 
          In all material
respects, (i) Seller and each Seller Subsidiary has taken commercially
reasonable steps to protect and preserve the confidentiality of all confidential
Intellectual Property owned by Seller and each Seller Subsidiary Related to the
Business that is not covered by an issued Patent or otherwise is not, or has not
been placed, in the public domain as a result of Seller’s commercialization
activities; and (ii) to Seller’s Knowledge, Seller and each Seller Subsidiary is
in compliance with the terms of all Contracts pursuant to which a third party
has disclosed to, or authorized Seller or a Seller Subsidiary to use,
Intellectual Property Related to the Business owned by such third
party.

     

    (j)
           To Seller’s
Knowledge, no current or former employee, consultant or contractor or any other
Person has any material right, claim or interest to any of the Seller Owned
Intellectual Property other than as set forth on Section 4.15(j) of the Seller
Disclosure Schedule.

     

    (k)
           To Seller’s
Knowledge, no Transferred Employee, consultant or contractor of Seller or any
Seller Subsidiary has been, is or will be performing services for the Business
in violation of any term of any employment, invention disclosure or assignment,
confidentiality or noncompetition agreement or other restrictive covenant or any
Order as a result of such employee’s employment in, or such consultant’s or
contractor’s engagement to provide services with respect to, the
Business.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    (l)
           To Seller’s
Knowledge, all Intellectual Property that has been distributed, sold or licensed
to a third party by Seller or any Seller Subsidiary Related to the Business that
is covered by warranty conformed and conforms in all material respects to, and
performed and performs in all material respects in accordance with, the
representations and warranties provided with respect to such Intellectual
Property by or on behalf of Seller or Seller Subsidiaries for the time period
during which such representations and warranties apply.

     

    (m)           The
execution and delivery of this Agreement by Seller does not, and the
consummation of the transactions contemplated hereby (in each case, with or
without the giving of notice or lapse of time, or both), will not, directly or
indirectly, result in the loss or impairment of, or give rise to any right of
any third party to terminate or reprice or otherwise renegotiate Seller’s or a
Seller Subsidiary’s rights to own any of its Intellectual Property or their
respective rights under any Out-Bound License or In-Bound License, nor require
the consent of any Governmental Entity or other third party in respect of any
such Intellectual Property, in all material respects.

     

    (n)           The
transfers of the Intellectual Property from DeWind, Ltd to Seller (1) were
conducted in full compliance with applicable laws, (2) were not conducted in
order to defraud the creditors of either DeWind GmbH or DeWind, Ltd, (3) do not
constitute transactions which could be adjusted pursuant to the provisions of
either section 238 and/or 239 of the English Insolvency Act 1986, (4) were at
the time thereof, currently, and will in the future be valid and (5) are not,
and will not be, either in the event that DeWind, Ltd goes into administration
and/or liquidation under English Law (or an analogous proceeding in another
jurisdiction) or otherwise, subject to any rights whatsoever (including, but not
limited to, voidance of any such transfers) of any Persons (for the avoidance of
doubt including, but not limited to, DeWind, Ltd).

     

    4.16            Absence of Certain Changes
or Events.  Since the Balance Sheet Date to the date of this
Agreement (with respect to the representation and warranty made as of the date
of this Agreement) and to the Closing Date (with respect to the representation
and warranty made as of the Closing Date):

     

    (a)           no
change in the condition (financial or otherwise), operations, prospects or
results of operations of the Business or Seller or any Seller Subsidiary has
caused a Material Adverse Effect;

     

    (b)           neither
Seller nor any Seller Subsidiary has declared, set aside or paid any dividend or
other distribution in stock or property (other than Excluded Assets) with
respect to any Equity Security or Debt Security, except for cash dividends or
other cash distributions or to repay any intercompany debt;


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    (c)           neither
Seller nor any Seller Subsidiary has (i) increased or modified the compensation
or benefits payable or to become payable by such entity to any current or former
directors, employees, consultants or contractors of the Business, (ii) increased
or modified or terminated any Benefit Plan made to, for or with any current or
former directors, employees, consultants or contractors of the Business, or
(iii) entered into any employment, severance or termination agreement Related to
the Business, except in the ordinary course of business;

     

    (d)           neither
Seller nor any Seller Subsidiary has sold, leased, transferred or assigned any
property or assets Related to the Business (other than Excluded Assets), except
for (i) the sale of Inventory,  (ii) the grant of non-exclusive
Out-Bound Licenses, and (iii) the sale of obsolete Equipment, in each case in
the ordinary course of the Business consistent with past practice;

     

    (e)           neither
Seller nor any Seller Subsidiary has incurred, assumed or guaranteed any
Indebtedness Related to the Business (other than Excluded
Liabilities);

     

    (f)     
      neither Seller nor any Seller Subsidiary has
mortgaged, pledged or subjected to Liens any assets, properties or rights
Related to the Business (other than Excluded Assets), except for Liens arising
under lease financing arrangements existing as of the Balance Sheet Date and
Permitted Liens;

     

    (g)           neither
Seller nor any Seller Subsidiary has entered into, amended, modified, canceled
or waived any rights under, any Material Contract in any material respect, and
no Material Contract has been terminated or cancelled;

     

    (h)           neither
Seller nor any Seller Subsidiary has taken any action outside the ordinary
course of the Business, in any material respect;

     

    (i)     
      there has not been any violation of, or
conflict with, any material applicable Law or any Business
Authorization;

     

    (j)     
      neither Seller nor any Seller Subsidiary has
agreed, or entered into any arrangement, to take any action which, if taken
prior to the date hereof, would have made any representation or warranty set
forth in this Article IV untrue or incorrect as of the date when made;
and

     

    (k)           neither
Seller nor any Seller Subsidiary has agreed, whether in writing or otherwise, to
do any of the foregoing.

     

    4.17            Contracts.

     

    (a)           Section
4.17(a) of the Seller Disclosure Schedule lists all of the  Contracts
which are material to the Business (collectively, the “Material
Contracts”).  Seller has delivered or made available accurate
and complete copies of each Material Contract to Buyer.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    (b)           Except
as set forth in Section 4.17(b) of the Seller Disclosure Schedule, (i) All
Material Contract and all other Assigned Contracts not otherwise listed as
Material Contracts (such other Assigned Contracts collectively, the “Minor Contracts”) are valid and
enforceable in accordance with their respective terms, and (ii) Seller or Seller
Subsidiary that is a party to such Material Contract or Minor Contract has
complied with and is in compliance with, and to Seller’s Knowledge, all other
parties thereto have complied with and are in compliance with, the provisions of
each Material Contract or Minor Contract, in each case, in all material
respects.

     

    (c)           Except
as set forth in Section 4.17(c) of the Seller Disclosure Schedule, neither
Seller nor any Seller Subsidiary is, and to Seller’s Knowledge, no other party
thereto is, in default in the performance, observance or fulfillment of any
obligation, covenant, condition or other term contained in any Material Contract
or Minor Contract, and neither Seller nor any Seller Subsidiary has given or
received notice to or from any Person relating to any such alleged or potential
default that has not been cured, in each case, in all material
respects.  Except as set forth in Section 4.17(c) of the Seller
Disclosure Schedule, no event has occurred which with or without the giving of
notice or lapse of time, or both, may conflict with or result in a violation or
breach of, or give any Person the right to exercise any remedy under or
accelerate the maturity or performance of, or cancel, terminate or modify, any
Material Contract or Minor Contract, in any material respect.

     

    4.18            Sufficiency of Purchased
Assets.

     

    (a)           The
Purchased Assets include as of the date of this Agreement (with respect to the
representation and warranty made as of the date of this Agreement) and will
include as of the Closing Date (with respect to the representation and warranty
made as of the Closing Date) all assets, properties and rights reflected on the
Interim Financial Statements other than (i) Inventory sold, (ii) Accounts
Receivable collected, (iii) prepaid expenses realized, (iv) items of obsolete
Equipment disposed of and (v) the Excluded Assets, in the case of each of
(i)-(iv) in the ordinary course of the Business consistent with past
practice.

     

    (b)           The
Purchased Assets will be sufficient for the conduct and operation of the
Business by Buyer following the Closing in the same manner as conducted and
operated by Seller and Seller Subsidiaries on the Balance Sheet
Date.

     

    (c)           None
of the Excluded Assets is material to the Business.

     

    4.19            Litigation.

     

    (a)           Except
as set forth in Section 4.19(a) of the Seller Disclosure Schedule, there is no
material action, suit or proceeding, claim, arbitration, litigation or
investigation (each, an “Action”), in each case Related
to the Business, (i) pending or, to Seller’s Knowledge, threatened against or
affecting Seller or any Seller Subsidiary in any material respect, or (ii) that
challenges or seeks to prevent, enjoin or otherwise delay the transactions
contemplated by this Agreement or the Ancillary Agreements.  Except as
set forth in Section 4.19(a) of the Seller Disclosure Schedule,  no
event has occurred or circumstances exist that may give rise or serve as a basis
for any such Action. There is no Action against any current or, to Seller’s
Knowledge, former director or employee of the Business with respect to which
Seller or any Seller Subsidiary has or is reasonably likely to have an
indemnification obligation.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    (b)           There
is no unsatisfied judgment, penalty or award, in each case Related to the
Business, against or affecting Seller or any Seller Subsidiary or any of their
respective assets, properties or rights.

     

    4.20            Employee
Benefits.

     

    (a)           The
Seller Disclosure Schedule sets forth a complete and accurate list of all
Benefit Plans maintained or contributed to by Seller or Seller Subsidiaries for
the benefit of any present or former directors, employees, contractors or
consultants of the Business or with respect to which Seller or any of Seller
Subsidiaries otherwise has any present or future Liability (collectively, “Seller Benefit Plans”). A
current, accurate and complete copy of each Seller Benefit Plan has been
provided to Buyer.  No Benefit Plans maintained by Seller or an ERISA
Affiliate within the six year period prior to the Closing Date, other than the
Seller Benefit Plans, cover current or former Business Employees or their
current or former dependents.

     

    (b)           Each
Seller Benefit Plan that is an employee pension benefit plan  (as
defined in Section 3(2) of ERISA) and which is intended to be qualified under
Section 401(a) of the Code (a “Pension Plan”), has been
determined by the Internal Revenue Service to be so qualified and, to the
Knowledge of Seller, no condition exists that would adversely affect any such
determination.  No Seller Benefit Plan is a “defined benefit plan” as
defined in Section 3(35) of ERISA.

     

    (c)           None
of Seller, any Seller Subsidiary or any ERISA Affiliate has been or is currently
party to any “multi-employer plan,” as that term is defined in Section 3(37) of
ERISA.

     

    (d)           True
and correct copies of the most recent annual report on Form 5500 and any
attached schedules for each Seller Benefit Plan (if any such report was required
by applicable Law) and a true and correct copy of the most recent determination
letter issued by the Internal Revenue Service for each Pension Plan have been
made available or provided to Buyer.

     

    (e)           To
the Knowledge of Seller, each Seller Benefit Plan is, and its administration is
and has been during the six-year period preceding the date of this Agreement, in
compliance with, and none of Seller, Seller Subsidiaries or any ERISA Affiliate
has received any claim or notice that any such Seller Benefit Plan is not in
compliance with, all applicable Laws and Orders, including to the extent
applicable, the requirements of ERISA.

     

    (f)
           None of
Seller, Seller Subsidiaries or any ERISA Affiliate is in default in performing
any of its contractual obligations under any of the Seller Benefit Plans or any
related trust agreement or insurance contract.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    (g)           There
are no outstanding Liabilities of any Seller Benefit Plan that could result in
liability to Buyer.

     

    (h)           The
consummation of the transactions contemplated by this Agreement will not (i)
entitle any current or former director, employee, contractor or consultant of
the Business to severance pay, unemployment compensation or any other payment,
(ii) accelerate the time of payment or vesting, or increase the amount of,
compensation due to any such director, employee, contractor or consultant, or
result in the payment of any other benefits to any Person or the forgiveness of
any Indebtedness of any Person, (iii) result in any prohibited transaction
described in Section 406 of ERISA or Section 4975 of the Code for which an
exemption is not available, or (iv) result (either alone or in conjunction with
any other event) in the payment or series of payments by Seller, any Seller
Subsidiary or any of its Affiliates to any Person of an “excess parachute
payment” within the meaning of Section 280G of the Code.

     

    (i)
           The Seller
Disclosure Schedule sets forth all Benefit Plans covering employees of the
Business outside of the United States (the “Foreign
Plans”).  The Foreign Plans have been operated in accordance,
and are in compliance, with all applicable Laws and have been operated in
accordance, and are in compliance, with their respective terms.  There
are no unfunded liabilities under or in respect of the Foreign Plans, and all
contributions or other payments required to be made to or in respect of the
Foreign Plans prior to the Closing have been made or will be made prior to the
Closing.  No company pension schemes exist with regard to German
Employees.

     

    4.21            Labor and Employment
Matters.

     

    (a)           The
Seller Disclosure Schedule sets forth (i) a list of all Business Employees
(including title and position), contractors and consultants of the Business as
of the date hereof, and (ii) the base compensation and bonus opportunities of
each such Business Employee, and the remuneration payable to contractor and
consultant.  All Business Employees are employed by Seller, and there
are no employees in any Seller Subsidiary.

     

    (b)           Neither
Seller nor any Seller Subsidiary is a party or subject to any labor union or
collective bargaining agreement in connection with the
Business.  There have not been since March 31, 2009, and there are not
pending or, to Seller’s Knowledge, threatened, any labor disputes, work
stoppages, requests for representation, pickets, or work slow-downs due to labor
disagreements involving, or any actions or arbitrations commenced by or on
behalf of, any Business Employees.  There is no unfair labor practice,
charge or complaint pending, unresolved or, to Seller’s Knowledge, threatened
before the National Labor Relations Board.  To Seller’s Knowledge, no
event has occurred or circumstance exists that may provide the basis of any work
stoppage or other labor dispute in connection with the
Business.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    (c)           Seller
and each Seller Subsidiary has complied, in all
material respects, with each, and is not in material violation of any, Law relating to
anti-discrimination and equal employment opportunities in connection with the
Business.  There are, and have been, no material violations of any
other Law respecting the hiring, hours, wages, occupational safety and health,
employment, promotion, termination or benefits of any Business Employee in
connection with the Business.  Seller has filed all reports,
information and notices required under any Law respecting the hiring, hours,
wages, occupational safety and health, employment, promotion, termination or
benefits of any Business Employee in connection with the Business, and will
timely file prior to Closing all such reports, information and notices required
by any Law to be given prior to Closing.

     

    (d)           Seller
and each Seller Subsidiary has paid or properly accrued in the ordinary course
of the Business all wages and compensation due to Business Employees, including
all vacations or vacation pay, holidays or holiday pay, sick days or sick pay,
and bonuses and severance pay.

     

    (e)           Seller
is not a party to any Contract which restricts Seller from relocating, closing
or terminating any of its operations or facilities or any portion
thereof.  Seller has not since March 31, 2009 effectuated (i) a “plant
closing” (as defined in the WARN Act) or (ii) a “mass lay-off” (as defined
in the WARN Act), or (iii) any other reduction in force triggering notice
requirements under the WARN Act or any state counterpart to the WARN Act, in
either case affecting any site of employment or facility of Seller, except in
accordance with the WARN Act and any applicable state counterpart to the WARN
Act.  The consummation of the transactions contemplated by this
Agreement will not create Liability for any act by Seller on or prior to the
Closing under the WARN Act or any other Law respecting reductions in force or
the impact on employees of plant closings or sales of businesses.

     

    (f)      
     Seller has complied and is in compliance with the requirements of
the Immigration Reform and Control Act of 1986 with respect to the Business
Employees.  All Business Employees who are performing services for
Seller or a Seller Subsidiary in the United States are legally able to work in
the United States.

     

    (g)           Seller
has been in compliance with all applicable labor and employment laws applicable
to the German Employees, in particular, but not limited to with respect to
discrimination/equal treatment, working hours, and participation rights of
employees’ representatives.

     

    4.22            Environmental.  Except
as provided in Section 4.22 of the Seller Disclosure Schedule:

     

    (a)           In
connection with or relating to the Purchased Assets, Business or Real Property,
in the five (5) years prior to the date of this Agreement, (i) no material
written notice, notification, demand, request for information, citation, summons
or order has been received, no material complaint has been filed, no material
penalty has been assessed and no material investigation, action, claim, suite,
proceeding or review is pending or, to Seller’s Knowledge, threatened by any
governmental entity or other Person with respect to any matters relating to the
Business and relating to or arising out of any Environmental Laws; and (ii) to
the Actual Knowledge of Seller, no written notice, notification, demand, request
for information, citation, summons or order has been received, no complaint has
been filed, no penalty has been assessed and no investigation, action, claim,
suite, proceeding or review is pending or threatened by any governmental entity
or other Person with respect to any matters relating to the Business and
relating to or arising out of any Environmental Laws;


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    (b)           No
Hazardous Substance has been Released at any Real Property in an amount or
condition that would reasonably be expected to result in a material remedial
obligation under any Environmental Law.

     

    (c)           The
Business is in material compliance with all Environmental Laws and has all
permits required under Environmental Laws for the operation of the Business and
occupation of the Real Property.

     

    This
Section 4.22 contains the sole and exclusive representations and warranties of
Seller regarding environmental matters, including any matters relating to
Hazardous Substances or arising under Environmental Laws.

     

    4.23            Insurance.

     

    (a)           The
Seller Disclosure Schedule sets forth an accurate and complete list of each
insurance policy and fidelity bond which covers the Business and each of Seller
and Seller Subsidiaries with respect to the Business (the “Policies”).  There
are no pending claims under any of such Policies with respect to the Business as
to which coverage has been questioned, denied or disputed by the insurer or in
respect of which the insurer has reserved its rights.

     

    (b)           All
premiums due under the Policies have been paid in full or, with respect to
premiums not yet due, accrued.  Neither Seller nor any Seller
Subsidiary has received a notice of cancellation of any Policy or of any
material changes that are required in the conduct of the Business as a condition
to the continuation of coverage under, or renewal of, any such Policy. There is
no existing default or event which, with the giving of notice or lapse of time
or both, would constitute a default under any Policy or entitle any insurer to
terminate or cancel any Policy with respect to the Business.  Neither
Seller nor any Seller Subsidiary has any Knowledge of any threatened termination
of any Policy.

     

    4.24            Product
Warranty.

     

    (a)           There
are no warranties (express or implied) outstanding with respect to any products
currently or formerly manufactured, sold, distributed, shipped or licensed
(“Products”), or any
services rendered, by Seller or any Seller Subsidiary in connection with the
Business, beyond that set forth in the standard conditions of sale or service,
copies of which have been made available to Buyer.

     

    (b)           Each
Product manufactured, sold, distributed, shipped or licensed, or service
rendered, by Seller or any Seller Subsidiary in connection with the Business has
been in conformity with all applicable contractual commitments and warranties.
There are no material design, manufacturing or other defects, latent or
otherwise, with respect to any Products.  Each Product that has been
manufactured, sold, distributed, shipped or licensed prior to Closing contains
all warnings required by applicable Law and such warnings are in accordance with
reasonable industry practice, except where any failure to do so would not
reasonably be expected to result in a Material Adverse Effect.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    (c)           The
Interim Balance Sheet reflects adequate reserves (in accordance with GAAP) for
product design and warranty claims and other damages in connection with any
Product manufactured, sold, distributed, shipped or licensed, or service
rendered, by Seller and any Seller Subsidiary in connection with the Business on
or prior to the Interim Balance Sheet Date.  The accounting records of
the Business will reflect adequate reserves (in accordance with GAAP) for all
such claims in connection with Products manufactured, sold, distributed, shipped
or licensed, or services rendered by, Seller or Seller Subsidiaries in
connection with the Business on or prior to the Closing.

     

    4.25            Solvency.

     

    (a)           Upon
Closing, neither Seller nor any Seller Subsidiary will be rendered insolvent by
any of the transactions contemplated by this Agreement and the Ancillary
Agreements. “Insolvent”
means, with respect to any such Person, that the sum of the debts and other
probable Liabilities of such Person exceeds the fair saleable value of such
Person’s assets as of immediately following the consummation of the transactions
contemplated hereby (and assuming that the Purchase Price is the present fair
saleable value of the Purchased Assets).

     

    (b)           Immediately
after giving effect to the consummation of the transactions contemplated by this
Agreement and the Ancillary Agreements: (i) Seller will be able to pay its
Liabilities as they become due in the usual course of its business, (ii) Seller
will not have unreasonably small capital with which to conduct its present or
proposed business, (iii) Seller will have assets (calculated at fair market
value) that exceed its Liabilities, and (iv) taking into account all pending and
threatened litigation, final judgments against Seller in actions for money
damages are not reasonably anticipated to be rendered at a time when, or in
amounts such that, such party will be unable to satisfy any such judgments
promptly in accordance with their terms (taking into account the maximum
probable amount of such judgments in any such actions and the earliest
reasonable time at which such judgments might be rendered) as well as all other
obligations of such party.  The cash available to Seller, after taking
into account all other anticipated uses of the cash, will be sufficient to pay
all such Liabilities and judgments promptly in accordance with their
terms.

     

    4.26            Brokers or Finders.
Seller represents, as to itself and its Affiliates, that no agent, broker,
investment banker or other firm or Person is or will be entitled to any broker’s
or finder’s fee or any other commission or similar fee in connection with any of
the transactions contemplated by this Agreement and the Ancillary Agreements,
except The Royal Bank of Scotland, whose fees and expenses will be paid by
Seller.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    4.27            Completeness of
Disclosure. The representations and warranties by Seller in this
Agreement, and the statements made by Seller in the Seller Disclosure Schedule,
the Ancillary Agreements and the certificates to be furnished to Buyer pursuant
hereto do not, when taken together, contain or will at the Closing contain any
untrue statement of a material fact or omit or will omit to state a material
fact required to be stated herein or therein or necessary to make any statement
herein or therein not misleading.  Except as set forth in this
Agreement or the Seller Disclosure Schedule, there are no facts or circumstances
of which Seller is aware that have had or could be expected to have,
individually or in the aggregate, a Material Adverse Effect on the Purchased
Assets or the Business.

     

    ARTICLE
V

     

    REPRESENTATIONS
AND WARRANTIES OF BUYER

     

    Buyer
represents and warrants to Seller that each statement contained in this Article
V is true and correct as of the date hereof and as of the Closing Date, except
as set forth in the confidential disclosure schedule dated and delivered as of
the date hereof by Buyer to Seller (the “Buyer Disclosure Schedule”),
which is designated therein as being the Buyer Disclosure
Schedule.  Each of the representations and warranties in this Article
V are qualified by the Buyer Disclosure Schedule, whether or not the Buyer
Disclosure Schedule is explicitly referenced therein.  The Buyer
Disclosure Schedule shall be arranged in paragraphs corresponding to each
representation and warranty set forth in this Article V.  Each
exception to a representation and warranty set forth in the Buyer Disclosure
Schedule shall qualify the specific representation and warranty which is
referenced in the applicable paragraph of the Buyer Disclosure Schedule, and no
other representation or warranty.

     

    5.1              Organization and Good
Standing.  Buyer is duly formed, validly existing and in good
standing under the Laws of the jurisdiction in which it is formed and has the
requisite corporate power to own, lease and operate its properties and to carry
on its business as now being conducted.  Buyer is not in default under
its Charter Documents.

     

    5.2              Authority and
Enforceability. Buyer has the requisite corporate power and authority to
enter into this Agreement and the Ancillary Agreements to which it is a party
and to consummate the transactions contemplated hereby and
thereby.  The execution and delivery of this Agreement and the
Ancillary Agreements to which Buyer is a party and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of Buyer.  This Agreement has
been, and the Ancillary Agreements to which Buyer is a party will be, duly
executed and delivered by Buyer and, assuming due authorization, execution and
delivery by Seller, constitutes the valid and binding obligations of Buyer,
enforceable against it in accordance with their respective terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or other similar Laws affecting or relating to creditors’ rights
generally, and (b) the availability of injunctive relief and other equitable
remedies.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    5.3              No Conflicts;
Consents.

     

    (a)           The
execution and delivery of this Agreement by Buyer, the execution and delivery of
each Ancillary Agreement by Buyer, the performance by Buyer of its obligations
hereunder and thereunder and the consummation by Buyer of the transactions
contemplated hereby and thereby (in each case, with or without the giving of
notice or lapse of time, or both) will not, directly or indirectly, (i) violate
the provisions of any of the Charter Documents of Buyer, (ii) violate or
constitute a default, an event of default or an event creating rights of
acceleration, termination, cancellation, imposition of additional obligations or
loss of rights under any Contract (A) to which Buyer is a party, (B) of which
Buyer is a beneficiary or (C) by which Buyer or its respective assets is bound,
(iii) violate or conflict with any Law, Authorization or Order applicable to
Buyer, or give any Governmental Entity or other Person the right to challenge
any of the transactions contemplated by this Agreement or the Ancillary
Agreements or to exercise any remedy, obtain any relief under or revoke or
otherwise modify any rights held under, any such Law, Authorization or Order, or
(iv) result in the creation of any Liens (other than Permitted Liens) upon any
of the Purchased Assets, except in each such case where such violation or Lien
would not reasonably be expected materially to impair or delay the ability of
Buyer to perform its obligations under this Agreement or the Ancillary
Agreements.   Section 5.3(a) of the Buyer Disclosure Schedule
sets forth all consents, waivers, assignments and other approvals and actions of
any kind that are necessary for Buyer to consummate the transactions
contemplated hereby.

     

    (b)           No
Authorization or Order of, registration, declaration or filing with, or notice
to any Governmental Entity or other Person is required by or with respect to
Buyer in connection with the execution and delivery of this Agreement and the
Ancillary Agreements to which it is a party and the consummation of the
transactions contemplated hereby and thereby, except for such Authorizations,
Orders, registrations, declarations, filings and notices the failure to obtain
which would not reasonably be expected to materially impair the ability of
Buyer  to perform its obligations under this Agreement and the
Ancillary Agreements to which Buyer is a party.

     

    5.4              Litigation.  There
is no Action (i) pending or, to the knowledge of Buyer, threatened against,
Buyer or (ii) that challenges or seeks to prevent, enjoin or otherwise delay the
transactions contemplated by this Agreement or the Ancillary Agreements, in each
case, except where such Action would not reasonably be expected to result in a
material adverse effect on Buyer or to materially impair the ability of Buyer to
perform its obligations under this Agreement and the Ancillary Agreements to
which Buyer is a party.

     

    5.5              Availability of
Funds. Buyer has cash available or has existing borrowing facilities
which together are sufficient to enable it to consummate the transactions
contemplated by this Agreement.

     

    5.6              Brokers or Finders.
Buyer represents, as to itself and its Affiliates, that no agent, broker,
investment banker or other firm or Person is or will be entitled to any broker’s
or finder’s fee or any other commission or similar fee in connection with any of
the transactions contemplated by this Agreement and the Ancillary Agreements,
except Macquarie Securities, whose fees and expenses will be paid by
Buyer.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    5.7              Investment
Intent.  Buyer is acquiring the Subsidiary Stock for its own
account for investment and not with a view to, or for sale or other disposition
in connection with, any distribution of all or any part thereof in violation of
federal or state securities law.  In acquiring the Subsidiary Stock,
Buyer is not offering or selling, and will not offer or sell, for Seller in
connection with any distribution of the Subsidiary Stock, and Buyer will not
participate in any such undertaking or in any underwriting of such an
undertaking except in compliance with applicable federal and state securities
laws.  Buyer acknowledges that it is able to fend for itself, can bear
the economic risk of its investment in the Subsidiary Stock, and has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of an investment in the Subsidiary
Stock.  Buyer is an “accredited investor” as such term is defined in
Regulation D under the Securities Act.  Buyer understands that the
Subsidiary Stock has not been registered pursuant to the Securities Act or any
applicable state securities laws, that the Subsidiary Stock will be
characterized as “restricted securities” under federal securities laws and that
under such laws and applicable regulations the Subsidiary Stock cannot be sold
or otherwise disposed of without registration under the Securities Act or an
exemption therefrom.

     

    5.8              Investigation.  Buyer
is a sophisticated entity, is knowledgeable about the industry in which Seller
and Seller Subsidiaries operate, with the appropriate level of experience and
expertise to be able to bear the economic risk associated with the purchase of
the Subsidiary Stock.  Buyer has such knowledge and experience as to
be aware of the risks and uncertainties inherent in the purchase of securities
of the type contemplated in this Agreement, as well as the knowledge of Seller
and Seller Subsidiaries and their operations in particular, and has
independently, based on such information made its own analysis and decision to
enter into this Agreement.  Buyer had access to the books, records,
facilities and personnel of Seller and Seller Subsidiaries for purposes of
conducting its due diligence investigation of Seller and Seller
Subsidiaries.  The foregoing representation will not in any way
diminish or dilute the full benefit and full force and effect of the
representations and warranties, covenants and other agreements made herein by
Seller to Buyer.

     

    5.9              Completeness of
Disclosure. The representations and warranties by Buyer in this
Agreement, and the statements made by Buyer in the Buyer Disclosure Schedule,
the Ancillary Agreements and the certificates to be furnished to Seller pursuant
hereto do not, when taken together, contain or will at the Closing contain any
untrue statement of a material fact or omit or will omit to state a material
fact required to be stated herein or therein or necessary to make any statement
herein or therein not misleading.  Except as set forth in this
Agreement or the Buyer Disclosure Schedule, there are no facts or circumstances
of which Buyer is aware that have had or could be expected to have, individually
or in the aggregate, a material adverse effect on the ability of Buyer to
perform its obligations under this Agreement and the Ancillary Agreements to
which Buyer is a party.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    ARTICLE
VI

     

    COVENANTS
OF SELLER

     

    6.1              Conduct of Business.
During the period from the date of this Agreement and continuing until the
earlier of the termination of this Agreement or the Closing Date, except as set
forth in Schedule 6.1 or except with the prior written consent of Buyer, Seller
shall, and shall cause each of Seller Subsidiaries to:

     

    (a)           (i)
maintain its corporate existence, (ii) pay or perform the Liabilities of the
Business when due, (iii) carry on the Business in the usual, regular and
ordinary course in a manner consistent with past practice and in accordance with
the provisions of this Agreement and in compliance with all Laws, Business
Authorizations and Material Contracts and (iv) keep the level and quality of its
Inventory, Accounts Receivable, accounts payable and supplies (A) in
approximately the same proportions as reflected on the Interim Balance Sheet,
(B) in a manner consistent with past practice and (C) so as to be sufficient for
the conduct of the Business by Buyer following the Closing in a manner
consistent with the past practice of the Business;

     

    (b)           use
its commercially reasonable efforts consistent with past practices and policies
to preserve intact its Business organization and, subject to the other
provisions of this Agreement, preserve its relationships with customers,
suppliers, distributors, licensors, licensees and others having dealings with
the Business, to the end that the goodwill of the Business be substantially
unimpaired on the Closing Date; provided that Seller is not
authorized to, and shall not, make any commitments on behalf of
Buyer;

     

    (c)           maintain
the Real Property and other assets, properties and rights included in the
Purchased Assets in the same state of repair, order and conditions as they are
on the date hereof, reasonable wear and tear excepted;

     

    (d)           maintain
the Books and Records in accordance with past practice, and use its commercially
reasonable efforts to maintain in full force and effect all Business
Authorizations and Policies;

     

    (e)           (i)
confer with Buyer prior to implementing operational decisions of a material
nature, (ii) report on a weekly basis concerning the status of the Business, and
(iii) promptly notify Buyer of any event or occurrence not in the ordinary
course of the Business; and

     

    (f)           use
its commercially reasonable efforts to cause all of the conditions to the
obligations of Buyer under this Agreement to be satisfied as soon as practicable
following the date hereof;


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    provided that,
notwithstanding any provisions to the contrary herein, if the Closing has not
occurred by the 30th day
after the date hereof, nothing in this Agreement shall (i) prohibit CTC, Seller,
their respective Affiliates or any Representative thereof from taking any course
of action that it, he or she reasonably believes, based on the advice of
reputable legal counsel, is necessary to comply with its, his or her fiduciary
obligations to CTC, Seller or their shareholders under applicable Laws or (ii)
obligate CTC, Seller, their respective Affiliates or any Representative thereof
to take any course of action that it, he or she reasonably believes, based on
the advice of reputable legal counsel, would constitute a breach of its, his or
her fiduciary obligations to CTC, Seller or their shareholders under applicable
Laws; provided,
further, that
to the extent that any action or failure to take any action of Seller or any of
its Subsidiaries pursuant to the foregoing proviso would result in a material
breach of this Section 6.1 but for the foregoing proviso, then Seller shall
promptly notify Buyer in writing of the occurrence of such action or failure to
take such action.

     

    6.2              Negative Covenants.
Except as expressly provided in this Agreement or as set forth in Schedule 6.2,
Seller shall not, and shall not permit any Seller Subsidiary to, do any of the
following, in each case with respect to the Business, without the prior written
consent of Buyer:

     

    (a)           subject
to Section 6.10, (i) other than in the ordinary course of business, as required
by Law, or pursuant to a written agreement or Seller Benefit Plan disclosed in
the Seller Disclosure Schedule in the amount required thereunder, (A) modify the
compensation or benefits payable or to become payable by Seller to any current
or former directors, employees, contractors or consultants of the Business, or
(B) modify any bonus, severance, termination, pension, insurance or other
employee benefit plan, payment or arrangement made to, for or with any current
or former directors, employees, contractors or consultants of the Business, in
each case, except to the extent any such compensation, benefits, bonus,
severance, termination, pension, insurance or other employee benefit plan,
payment or arrangement represents Excluded Liabilities, or (ii) enter into any
employment, severance or termination agreement that creates any Assumed
Liabilities;

     

    (b)           other
than in the ordinary course of business, or as required by Law, establish,
adopt, enter into, amend or terminate any Seller Benefit Plan, any collective
bargaining agreement, or any thrift, compensation or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any current or former
directors, employees, contractors or consultants of the Business;

     

    (c)           sell,
lease, transfer or assign any assets, properties or rights of Seller or any
Seller Subsidiary Related to the Business, except (i) sales of Inventory, (ii)
the grant of non-exclusive Out-Bound Licenses, (iii) the sale of obsolete
Equipment, and (iv) the sale of Excluded Assets, in each case in the ordinary
course of the Business consistent with past practice;

     

    (d)           assume,
incur or guarantee any Indebtedness or modify the terms of any existing
Indebtedness;

     

    (e)           cancel
any debts or waive any claims or rights of substantial value;


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    (f) 
          mortgage, pledge or
subject to Liens (in each case, other than Permitted Liens) any assets,
properties or rights Related to the Business;

     

    (g)           amend,
modify, cancel or waive any rights under any Contract which is an Assigned
Contract;

     

    (h)           enter
into any Contract that, if entered into prior to the date of this Agreement,
would be required to be listed as a Material Contract in Section 4.17 of the
Seller Disclosure Schedule;

     

    (i)
           take any
action or engage in any transaction that is material to, or outside the ordinary
course of, the Business;

     

    (j) 
          (i) make any
material capital expenditure, or commit to make any material capital
expenditure, or (ii) acquire any material assets, properties or rights other
than Inventory in the ordinary course of the Business consistent with past
practice;

     

    (k)           make
any filings or registrations with any Governmental Entity, except routine
filings and registrations made in the ordinary course of the Business consistent
with past practice;

     

    (l)
           be party to
any merger, acquisition, consolidation, recapitalization, liquidation,
dissolution or similar transaction involving the Business;

     

    (m)           make
any changes in its accounting methods, principles or practices;

     

    (n)           take
any action or omit to do any act which action or omission will cause it to
breach any obligation contained in this Agreement or cause any representation or
warranty of Seller not to be true and correct as of the Closing Date;
or

     

    (o)           agree,
whether in writing or otherwise, to do any of the foregoing;

     

    provided that,
notwithstanding any provisions to the contrary herein, if the Closing has not
occurred by the 30th day
after the date hereof, nothing in this Agreement shall (i) prohibit CTC, Seller,
their respective Affiliates or any Representative thereof from taking any course
of action that it, he or she reasonably believes, based on the advice of
reputable legal counsel, is necessary to comply with its, his or her fiduciary
obligations to CTC, Seller or their shareholders under applicable Laws or (ii)
obligate CTC, Seller, their respective Affiliates or any Representative thereof
to take any course of action that it, he or she reasonably believes, based on
the advice of reputable legal counsel, would constitute a breach of its, his or
her fiduciary obligations to CTC, Seller or their shareholders under applicable
Laws; provided,
further, that
to the extent that any action or failure to take any action of Seller or any of
its Subsidiaries pursuant to the foregoing proviso would result in a material
breach of this Section 6.2 but for the foregoing proviso, then Seller shall
promptly notify Buyer in writing of the occurrence of such action or failure to
take such action.


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    6.3              Access to Information;
Investigation. Subject to the terms of the Confidentiality Agreement by
and between Buyer and Seller dated March 20, 2009 (the “Confidentiality Agreement”),
Seller shall, and shall cause each of Seller Subsidiaries to, afford to Buyer’s
officers, directors, employees, accountants, counsel, consultants, advisors and
agents (“Representatives”) free and
full access to and the right to inspect, during normal business hours, all of
the Real Property, properties, assets, records, Contracts and other documents
Related to the Business, and shall permit them to consult with the officers,
employees, accountants, counsel and agents of Seller and Seller Subsidiaries for
the purpose of making such investigation of the Business reasonably related to
Buyer’s consummation of the transactions contemplated herein, in each case to
the extent such access, right to inspect or consultations do not unreasonably
interfere with the business or operations of Seller or Seller
Subsidiaries.  Seller shall furnish to Buyer all such documents and
copies of documents and records and information with respect to the Business and
copies of any working papers relating thereto as Buyer may
request.  Notwithstanding the foregoing, Seller shall not be required
to provide any information which Seller reasonably believes it or any Seller
Subsidiary is prohibited from providing to Buyer by reason of applicable Law,
which constitutes or allows access to information protected by attorney/client
privilege, or which Seller or any Seller Subsidiary is required to keep
confidential or prevent access to by reason of any Contract with a third party;
provided that
Seller shall notify Buyer of the existence of such limitation and, in the case
of any prohibited disclosure under a Contract, use its commercially reasonable
efforts to obtain permission to disclose to Buyer.

     

    6.4              Confidentiality. From
and after the Closing Date, (a) CTC will, and will cause its Affiliates to, and
(b) Seller will, and will cause its Affiliates to, hold, and will use its
commercially reasonable efforts to cause its and their respective
Representatives to hold, in confidence any and all information, whether written
or oral, concerning the Business and the Purchased Assets, except to the extent
that CTC or Seller can show that such information (a) is in the public domain
through no fault of CTC or Seller or any of their Affiliates or their respective
Representatives or (b) is lawfully acquired by CTC or Seller or any of their
Affiliates after the Closing Date from sources that are not prohibited from
disclosing such information by a legal, contractual or fiduciary obligation or
(c) is required to be disclosed by applicable Law (including securities
laws).  If CTC, Seller or any of their Affiliates or Representatives
is compelled to disclose any such information by judicial or administrative
process or by other requirements of Law, CTC and/or Seller shall promptly notify
Buyer in writing and shall disclose only that portion of such information that
CTC and/or Seller is advised by its counsel is required to be disclosed; provided that CTC and/or
Seller shall exercise its commercially reasonable efforts to obtain an
appropriate protective order or other reasonable assurance that confidential
treatment will be accorded such information.  CTC and/or Seller shall
enforce for the benefit of Buyer all confidentiality, assignment of inventions
and similar agreements and any other party relating to the Purchased Assets that
are not Assigned Contracts.

     

    6.5              Release of Liens. On
or prior to the Closing Date, Seller shall cause to be released all Liens (other
than Permitted Liens) in and upon any of the Purchased Assets (all of such Liens
are set forth in the Seller Disclosure Schedule).


    
      
         


      

      
        42

        
          

        

      

      
         


      

    


    6.6              Consents.  Seller
shall use its commercially reasonable efforts to obtain all Consents that are
required under the Assigned Contracts in connection with the consummation of the
transactions contemplated by this Agreement; provided that no Assigned
Contract shall be amended and no right thereunder shall be waived to obtain any
such Consent.  Buyer shall cooperate with Seller in such
efforts.

     

    6.7              Notification of Certain
Matters.  Seller shall give prompt notice to Buyer of (a) any
fact, event or circumstance known to it that individually or taken together with
all other facts, events and circumstances known to it, has had or could
have, individually or in
the aggregate, a Material Adverse Effect on the Purchased Assets or the
condition (financial or otherwise), operations, prospects or results of
operations of the Business, or would cause or constitute a breach of any of its
representations, warranties, covenants or agreements contained herein, (b) the
failure at Closing of any condition precedent to Buyer’s obligations hereunder,
(c) any notice or other communication from any third party alleging that the
consent of such third party is or may be required in connection with the
consummation of the transactions contemplated by this Agreement, (d) any
material notice or other communication from any Governmental Entity in
connection with the consummation of the transactions contemplated by this
Agreement, or (e) the commencement of any Action that, if pending on the date of
this Agreement, would have been required to have been disclosed pursuant to
Section 4.19; provided, however, (i) the
delivery of any notice pursuant to this Section 6.7 shall not limit or otherwise
affect any remedies available to Buyer, and (ii) disclosure by Seller shall not
be deemed to amend or supplement the Seller Disclosure Schedule or prevent or
cure any misrepresentation, breach of warranty or breach of
covenant.

     

    6.8              Restrictive
Covenants.

     

    (a)           CTC
and Seller each covenant that, commencing on the Closing Date and ending on the
5-year anniversary of the Closing Date (the “Noncompetition Period”), each
shall not, and each shall cause their Affiliates (other than shareholders of
CTC) and their and their Affiliates’ directors and officers not to, directly or
indirectly, in any capacity, engage in or have any direct or indirect ownership
interest in, or permit the name of CTC, Seller or any of their Affiliates (other
than any director or shareholder of CTC) to be used in connection with the
promotion of, any business anywhere in the world which is engaged, either
directly or indirectly, in the business of developing, manufacturing, marketing
or selling any products or equipment or providing any services which are
competitive with products or equipment manufactured, marketed, sold or under
development by, or services provided by, the Business to the extent related to
the development, manufacture and sale of wind turbines (the “Restricted
Business”).  Notwithstanding the foregoing, the Restricted
Business does not include the development, construction, operation or sale of
wind farm projects or related ventures.  It is recognized that the
Restricted Business is expected to be conducted throughout the world and that
more narrow geographical limitations of any nature on this non-competition
covenant (and the non-solicitation covenant set forth in Section 6.8(b)) are
therefore not appropriate.


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    (b)           CTC
and Seller each covenant that during the Noncompetition Period, each shall not,
and it shall cause their Affiliates (other than shareholders of CTC) and their
and their respective Affiliates’ directors and officers not to, solicit the
employment or engagement of services of any person who is or was employed as an
employee, consultant or contractor in the Business during the Noncompetition
Period on a full- or part-time basis; provided that CTC,
Seller and their Affiliates may continue to engage and use any consultants and
contractors used by any of them as of the date hereof other than with respect to
the Purchased Assets.

     

    (c)           CTC
and Seller each acknowledge that the restrictions contained in this Section 6.8
are reasonable and necessary to protect the legitimate interests of Buyer and
constitute a material inducement to Buyer to enter into this Agreement and
consummate the transactions contemplated by this Agreement.  CTC and
Seller each also acknowledge that any violation of this Section 6.8 will result
in irreparable injury to Buyer and agrees that Buyer shall be entitled to
preliminary and permanent injunctive relief, without the necessity of proving
actual damages, as well as an equitable accounting of all earnings, profits and
other benefits arising from any violation of this Section 6.8, which rights
shall be cumulative and in addition to any other rights or remedies to which
Buyer may be entitled.  Without limiting the generality of the
foregoing, the Noncompetition Period shall be extended for an additional period
equal to any period during which CTC, Seller or any Subsidiary is in breach of
its obligations under this Section 6.8.

     

    (d)           In
the event that any covenant contained in this Section 6.8 should ever be
adjudicated to exceed the time, geographic, product or service or other
limitations permitted by applicable Law in any jurisdiction, then any court is
expressly empowered to reform such covenant, and such covenant shall be deemed
reformed, in such jurisdiction to the maximum time, geographic, product or
service or other limitations permitted by applicable Law.  The
covenants contained in this Section 6.8 and each provision thereof are severable
and distinct covenants and provisions.  The invalidity or
unenforceability of any such covenant or provision as written shall not
invalidate or render unenforceable the remaining covenants or provisions hereof,
and any such invalidity or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such covenant or provision in any other
jurisdiction.

     

    6.9              Insurance. Seller
shall cause each Policy maintained by Seller or Seller Subsidiaries with respect
to the Business or covering any Purchased Asset or Assumed Liability to be
amended prior to Closing to name Buyer as an additional
insured.  Effective upon the Closing, Seller shall appoint Buyer as
its true and lawful attorney-in-fact, in the name of Seller and any relevant
Seller Subsidiary, but on behalf of Buyer, to pursue and enforce any and all
rights of Seller or any Seller Subsidiary under the Policies with respect to any
occurrence, claim or loss with respect to the Business or any Purchased Asset or
Assumed Liability to the extent attributable to events that occurred prior to
the Closing.  Seller agrees that the foregoing appointment shall be
coupled with an interest and shall be irrevocable.


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    6.10            Business
Employees.  Seller shall use commercially reasonable efforts to
cooperate with Buyer’s efforts to cause Business Employees identified by Buyer
to accept employment with Buyer.

     

    6.11            Volker Intellectual
Property.  Seller shall use commercially reasonable efforts to
cooperate with Buyer’s efforts to cause Limbeck Volker to convey to Buyer
licenses or other instruments conveying rights to the Volker IP.

     

    ARTICLE
VII

     

    COVENANTS
OF BUYER AND SELLER

     

    7.1              Bank of Korea
Approvals.  Buyer shall promptly apply for, and take all
reasonably necessary actions to obtain or make, as applicable, all Orders and
Authorizations of, and all filings with, the Bank of Korea required to be
obtained or made by it for the consummation of the transactions contemplated by
this Agreement. Each party shall cooperate with and promptly furnish information
to the other party necessary in connection with any requirements imposed by the
Bank of Korea upon such other party in connection with the consummation of the
transactions contemplated by this Agreement.

     

    7.2              Public
Announcements.  Neither Buyer nor Seller shall, and Seller will
cause Subsidiaries not to, issue any press releases or otherwise make any public
statements with respect to the transactions contemplated by this Agreement;
provided, however, that Buyer
or Seller may, without such approval, make such press releases or other public
announcement as it believes are required pursuant to any listing agreement with
any national securities exchange or stock market or applicable securities Laws;
provided, further, that each of
the parties may make internal announcements to their respective employees that
are consistent with the parties’ prior public disclosures regarding the
transactions contemplated by this Agreement.

     

    7.3              Names.  As
soon as reasonably practicable, but in no event more than 30 days after the
Closing Date:

     

    (a)           CTC
shall change the name of Seller and all of its direct or indirect Subsidiaries
which use the Names (except for the Seller Subsidiaries).  Seller will
terminate the use of any and all d/b/a’s currently or formerly used by it
Related to the Business.  “Names” means “DeWind” or “EU
Energy” or any name, logo or trademark that includes “DeWind” or “EU Energy”,
any variation and derivatives thereof and any other logos or trademarks of the
Business transferred to Buyer pursuant to this Agreement and the Ancillary
Agreements.

     

    (b)           Buyer
shall, and shall cause Seller Subsidiaries to: (i) cease using any names, marks,
trade names, trademarks and corporate symbols and logos incorporating CTC’s
brand names, “CTC” or any word or expression similar thereto or constituting an
abbreviation or extension thereof (the “Seller Marks”); and
(ii) remove from the Assets any and all Seller Marks.  Thereafter,
Buyer shall not use any Seller Mark or any name or term confusingly similar to
any Seller Mark in connection with the sale of any products or services, in the
corporate or doing business name of any of its Affiliates or otherwise in the
conduct of its or any of its Affiliates’ businesses or
operations.


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    7.4              Employees.

     

    (a)           Solely
with respect to Business Employees resident in the United States:

     

    (i)           Promptly
following the execution of this Agreement, Seller shall provide reasonable
access to Buyer to the facilities and the non-private personnel records of
Seller for the purpose of preparing for and conducting employment interviews
with Business Employees.  Buyer shall not be obligated to offer
employment to any Business Employee.

     

    (ii)          Buyer
may offer employment to any Business Employee on such terms and conditions as it
deems appropriate in its sole discretion, such employment to be contingent upon
and effective immediately following the Closing. The Business Employees who
accept Buyer’s offer of employment with Buyer shall be referred to,
collectively, as “Transferred
Employees.”  Seller shall terminate the employment of all
Transferred Employees with Seller or a Seller Subsidiary effective immediately
prior to the Closing; provided that Buyer
shall provide Seller with a notice no less than 7 days prior to the Closing Date
identifying each of the Transferred Employees.

     

    (iii)         Any
and all Liabilities relating to or arising out of the employment, or cessation
of employment, of any Business Employee (whether or not a Transferred Employee)
on or prior to the close of business on the Closing Date shall be the sole
responsibility of Seller including wages and other remuneration due on or prior
to the close of business on the Closing Date.

     

    (iv)         From
and after the Closing Date, Buyer shall offer to Transferred Employees such
Benefit Plans and arrangements as it deems appropriate in its sole
discretion.  Buyer shall not assume any Liability under any of the
Seller Benefit Plans or Foreign Plans.

     

    (v)          Seller
shall at all times retain Liability for the payment of contributions and
benefits under all Seller Benefit Plans.

     

    (vi)         Seller
and its ERISA Affiliates shall retain and perform all obligations under Section
4980B of the Code ("COBRA"), including COBRA
Stimulus rules, with respect to all Business Employees and their covered
dependents on the Closing.

     

    (vii)        Except
as expressly set forth in this Section 7.4 with respect to Transferred
Employees, Buyer shall have no obligation with respect to any Business Employee
or any other employee of Seller.


    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    (viii)       Nothing
in this Agreement confers upon any Business Employee or Transferred Employee any
rights or remedies of any nature or kind whatsoever under or by reason of this
Section 7.4.  Nothing in this Agreement shall limit the right of Buyer
to terminate or reassign any Transferred Employee after the Closing or to change
the terms and conditions of his or employment in any manner.

     

    (b)           German
Employees

     

    (i)           Schedule
7.4(b)(i) contains a complete and accurate list of employees who will be
transferred to Buyer pursuant to section 613a German Civil Code (Bürgerliches
Gesetzbuch – BGB) (“German
Employees”) including but not limited to information on base pay, bonus,
vacation, seniority, notice periods and special dismissal protection (e.g.
maternity, works council, disablement and/or old age protection).

     

    (ii)          The
employment contracts of the German Employees shall be transferred to Buyer with
all rights and obligations with effect as of the Closing Date pursuant to
section 613a German Civil Code, provided that the relevant German Employee does
not object to the transfer.

     

    (iii)         Seller
and Buyer shall inform each other without undue delay of the receipt of all
objections to transfer by German Employees.

     

    (iv)         Prior
to the Closing Date Seller and Buyer shall jointly provide written information
to the German Employees listed in Schedule 7.4(b)(i) as provided for in section
613a (5) German Civil Code by means of a letter substantially in the form
attached in Exhibit I (subject to additions
and modifications as are reasonably necessary to comply with the requirements
under applicable Law).

     

    (v)          In
the event that a claim or allegation is made by an employee or former employee
of the Seller who is not a German Employee (an “Unexpected Employee”) that
he/she has or should have transferred to the Buyer by virtue of section 613a
German Civil Code, Seller shall indemnify Buyer against any Liabilities incurred
by the Buyer arising out of or in connection with the transfer of the Unexpected
Employee.

     

    (vi)         Seller
shall indemnify Buyer against any Liabilities incurred by Buyer arising from
claims by German Employees in respect of and/or related to the time prior to the
transfer of the employment.  The obligation to indemnify also includes
– unless agreed expressly otherwise in the following – obligations becoming due
after the date of the transfer as well as valuation credits (Wertguthaben) plus the
relevant social security contributions of the employer which have been accrued
with Seller until the date of the transfer on the basis of an agreement on
flexible working time (including partial retirement – Altersteilzeit).  Buyer
shall indemnify the Seller – unless agreed expressly otherwise in this Agreement
– against any liabilities incurred by the Seller arising from claims by German
Employees in respect of and/or related to the time post
transfer.


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    (vii)        Seller
shall inform Buyer without undue delay after the date of the transfer of any
holiday entitlements of German Employees which have been accrued (pro rata
temporis) until the date of the transfer and have not yet been fulfilled. Seller
shall bear the costs arising from these holiday entitlements on a pro rata basis
until the date of the transfer (in particular holiday pay (Urlaubsentgelt, Urlaubsgeld, Urlaubsabgeltung)).

     

    (viii)       Seller
shall bear all costs arising from supplementary grants to the German Employees –
in particular Christmas bonus (13th month
salary), bonus payments, royalties, share options and any other profit-,
turnover- or sales-related special payments – relating to the years 2008 and
before.  Costs arising from supplementary grants relating to the year
2009 shall be borne by the Seller on a pro rata temporis basis until the Closing
Date.  Irrespective of incurrence or due date, the Buyer shall bear
all costs arising from supplementary grants payable after the transfer but
attributable in whole or in part to the period after the transfer.

     

    (ix)         Seller
shall be responsible for all emoluments and outgoings, including in particular
but not limited to taxes, social security contributions, contributions to the
Mutual Pension-Insurance Association (“Pensionssicherungsverein”) and
valuation credits (“Wertguthaben”) plus the
relevant social security contributions of the employer, which have been accrued
by the relevant transfer date on the basis of an agreement on flexible working
time (including partial retirement – “Altersteilzeit”).

     

    (x)          If
Buyer incurs any losses, costs, expenses and/or Liabilities due to the existence
of company pension schemes with regard to the German Employees, the Seller shall
indemnify the Buyer for such losses, costs, expenses and/or
liabilities.

     

    (xi)         Seller
shall indemnify Buyer against any Liabilities, losses, costs or expenses
incurred by Buyer arising from claims by German Employees in respect of and/or
related to stock options in CTC.

     

    7.5              Taxes.

     

    (a)           Any
agreement between Seller (or any Seller Affiliate) and any of Seller
Subsidiaries regarding the allocation or payment of Taxes or amounts in lieu of
Taxes shall be deemed terminated at and as of the Closing.

     

    (b)           Seller
will be responsible for the preparation and filing of all Tax Returns for Seller
for all periods as to which Tax Returns are due after the Closing Date
(including the consolidated, unitary, and combined Tax returns for Seller that
include the operations of Seller and Seller Subsidiaries for any period ending
on or before the Closing Date).  Seller will make all payments
required with respect to any such Tax Return.


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    (c)           Buyer
will be responsible for the preparation and filing of all Tax Returns for Seller
Subsidiaries for all periods as to which Tax Returns are due after the Closing
Date (other than Taxes with respect to periods which the consolidated, unitary,
and combined Tax Returns of Seller will include the operations of Seller and
Seller Subsidiaries).  Buyer will make all payments required with respect
to any such Tax Return; provided, however, that Seller
will reimburse Buyer concurrently therewith to the extent (i) any payment Buyer
is making relates to the operations of Seller or any of Seller Subsidiaries for
any period ending on or before the Closing Date (computed, except as provided in
Section 7.5(e), on the basis of a “closing of the books”) and (ii) such payment
was not adequately reserved for on the Subsidiary’s financial statements as of
the Closing Date. With respect to any Tax
Return for which Seller is required to reimburse Buyer pursuant to the preceding
sentence, (x) Buyer shall prepare such Tax Return in a manner consistent with
Seller’s prior practices; (y) Buyer shall provide Seller with such Tax Return at
least 30 days prior to the scheduled filing date of such Tax Return; and (z)
Buyer shall not file such Tax Return without Seller’s consent, which shall not
be unreasonably withheld or delayed; provided, that Seller
shall be deemed to have consented if it does not notify Buyer of any objections
on or before the later of (A) 10 days prior to the scheduled filling date of
such Tax Return and (B) 20 days after Seller is provided such Tax Return in
accordance with clause (y) above.

     

    (d)           Buyer
and Seller shall each bear an equal portion of all federal, state and local
sales, documentary and real estate and other transfer Taxes, if any, due as a
result of the purchase, sale or transfer of the Purchased Assets in accordance
herewith whether imposed by Law on Seller, Seller Subsidiaries or
Buyer.

     

    (e)           All
personal property Taxes and similar ad valorem obligations levied with respect
to the Purchased Assets for a taxable period that includes (but does not end on)
the Closing Date shall be apportioned between Seller and Buyer as of the Closing
Date based on the number of days of such taxable period included in the period
ending with and including the Closing Date (with respect to any such taxable
period, the “Pre-Closing Tax
Period”), and the number of days of such taxable period beginning after
the Closing Date (with respect to any such taxable period, the “Post-Closing Tax Period”)
(such Taxes being computed without taking into account any increases in Taxes
resulting from the transactions contemplated by this Agreement or taking effect
after the Closing Date).  Seller shall be liable for the proportionate
amount of such Taxes that is attributable to the Pre-Closing Tax Period, and
Buyer shall be liable for the proportionate amount of such Taxes that is
attributable to the Post-Closing Period.  If bills for such Taxes have
not been issued as of the Closing Date, and, if the amount of such Taxes for the
period including the Closing Date is not then known, the apportionment of such
Taxes shall be made at Closing on the basis of the prior period’s
Taxes.  After Closing, upon receipt of bills for the period including
the Closing Date, adjustments to the apportionment shall be made by the parties,
so that if either party paid more than its proper share at the Closing, the
other party shall promptly reimburse such party for the excess amount paid by
them.

     

    (f)           Buyer
and Seller agree to furnish or cause to be furnished to each other, upon
request, as promptly as practicable, such information and assistance relating to
the Business, the Purchased Assets and Assumed Liabilities (including access to
books and records) as is reasonably necessary for the filing of all Tax Returns,
the making of any election relating to Taxes, the preparation for any audit by
any Taxing Authority, and the prosecution or defense of any Action relating to
any Tax.  Any expenses incurred in furnishing such information or
assistance shall be borne by the party requesting it.


    
      
         


      

      
        49

        
          

        

      

      
         


      

    

     

    7.6              Bulk Sales
Laws.  Buyer and Seller hereby waive compliance by Buyer and
Seller with the bulk sales Law and any other similar Laws in any applicable
jurisdiction in respect of the transactions contemplated by this Agreement and
the Ancillary Agreements; provided, however, that Seller
shall pay and discharge when due all claims of creditors asserted against Buyer
or the Purchased Assets by reason of such noncompliance and shall take promptly
all necessary actions required to remove any Lien which may be placed upon any
of the Purchased Assets by reason of such noncompliance.

     

    7.7              Discharge of Business
Obligations After Closing.

     

    (a)           From
and after the Closing, (i) Seller shall pay and discharge on a timely basis all
of the Excluded Liabilities, and (ii) Buyer shall pay and discharge on a timely
basis all of the Assumed Liabilities.

     

    (b)           From
and after the Closing, if Seller or its Affiliates receives or collects any
funds relating to any Accounts Receivable or any other Purchased Asset, Seller
or its Affiliate shall remit such funds to Buyer within five (5) Business Days
after its receipt thereof.  From and after the Closing, if Buyer
receives or collects any funds relating to any Excluded Asset, Buyer shall remit
any such funds to Seller within five (5) Business Days after its receipt
thereof.

     

    (c)           Effective
upon the Closing, Seller shall appoint Buyer as its true and lawful
attorney-in-fact to (i) receive and open all mail, packages and other
communications addressed to Seller Related to the Business, and (ii) demand and
receive all Accounts Receivable and endorse without recourse the name of Seller
on any check or any other evidences of Indebtedness received by Buyer on account
of the Business and the Purchased Assets transferred to Buyer hereunder. Seller
agrees that the foregoing appointment shall be coupled with an interest and
shall be irrevocable.

     

    7.8              Access to Books and
Records.  Each of Seller and Buyer shall preserve until the
fifth anniversary of the Closing Date all records possessed or to be possessed
by such party relating to any of the assets, Liabilities or business of the
Business prior to the Closing.  After the Closing Date, where there is
a legitimate business purpose, such party shall provide the other party with
access, upon prior reasonable written request specifying the need therefor,
during regular business hours, to (i) the officers and employees of such party
and (ii) the books of account and records of such party, but, in each case, only
to the extent relating to the assets, Liabilities or business of the Business
prior to the Closing, and the other party and its representatives shall have the
right to make copies of such books and records at their sole cost; provided, however, that the
foregoing right of access shall not be exercisable in such a manner as to
interfere unreasonably with the normal operations and business of such
party.  Such records may nevertheless be destroyed by a party if such
party sends to the other party written notice of its intent to destroy records,
specifying with particularity the contents of the records to be
destroyed.  Such records may then be destroyed after the 30th day
after such notice is given unless the other party objects to the destruction in
which case the party seeking to destroy the records shall deliver such records
to the objecting party at the objecting party’s cost.  Without
limiting the foregoing, Buyer shall, through December 31, 2009, provide Seller
and Seller’s auditors with full access to all records of Seller or any Seller
Subsidiary corresponding to any period through the Closing Date and relating to
accounting, human resources, finances or any other subject that Seller
reasonably believes may be subject to an audit.


    
      
         


      

      
        50

        
          

        

      

      
         


      

    

     

    7.9              Replacement of
Guarantees.  Buyer acknowledges that CTC is party to the
Assigned Contracts listed in Schedule 7.9 (collectively, the “Guaranteed Contracts”), and in
connection with each of the Guaranteed Contracts, CTC has provided certain
counterparties thereto (each, a “Guarantee Beneficiary”) with
guarantees of the performance or payment of certain of the obligations of the of
Seller or Seller Subsidiary thereunder (each such guarantee, a “Parent
Guarantee”).  Prior to and after the Closing, Buyer and Seller
shall cooperate, and each shall use its commercially reasonable efforts, to
effect the full and unconditional release, effective as of the Closing Date, of
CTC from each Parent Guarantee, in the case of Buyer, by (among other things)
(i) furnishing a guarantee to replace such Parent Guarantee, which replacement
guarantee is issued by a Person having creditworthiness at least comparable to
that of CTC and containing terms and conditions that are substantially similar
to the terms and conditions of such Parent Guarantee, or (ii) providing other
credit support reasonably acceptable to the appropriate Guarantee
Beneficiary.  Nothing in this Section 7.9 shall relieve Buyer of its
obligations with respect to the Assumed Liabilities associated with the
Guaranteed Contracts.

     

    7.10              Transition Services
Agreement.  Buyer and Seller shall each negotiate in good faith
and use its commercially reasonable efforts to finalize and execute a transition
services agreement substantially in the form of Exhibit G hereto (the “Transition Services
Agreement”).

     

    7.11              DeWind Ltd. Asset
Purchase.  Buyer shall use its commercially reasonable efforts,
and CTC shall use its commercially reasonable efforts to cause DeWind Ltd., to
close the transactions contemplated under a purchase agreement substantially in
the form of Exhibit H hereto concurrently with the Closing or as soon as
possible thereafter.

     

    7.12              Qualified
Lawsuits.

     

    (a)        ***

     

     

    
      *** This
material has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

       

    

    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    (b)         ***

     

    7.13              Further Assurances.
Buyer, CTC, and Seller shall, and Seller shall cause Seller Subsidiaries to,
execute such documents and other instruments and take such further actions as
may be reasonably required or desirable to carry out the provisions of this
Agreement and the Ancillary Agreements and to consummate the transactions
contemplated hereby and thereby.  Upon the terms and subject to the
conditions hereof, Buyer, CTC and Seller shall each use its respective
commercially reasonable efforts to (a) take or cause to be taken all actions and
to do or cause to be done all other things necessary, proper or advisable to
consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement and the Ancillary Agreements; (b) obtain in a
timely manner all Consents and Authorizations and effect all necessary
registrations and filings; and (c) produce documentation relating to the
Intellectual Property of Seller or Seller Subsidiaries Related to the Business
that is current, accurate and sufficient in detail and content to identify and
explain the Intellectual Property and to allow its full and proper use without
reliance on the special knowledge or memory of others.  From time to
time after the Closing, at Buyer’s request, CTC and/or Seller shall execute,
acknowledge and deliver to Buyer such other instruments of conveyance and
transfer and will take such other actions and execute and deliver such other
documents, certifications and further assurances as Buyer may reasonably
require, including documentation relating to the Intellectual Property of Seller
or Seller Subsidiaries Related to the Business that is current, accurate and
sufficient in detail and content to identify and explain the Intellectual
Property and to allow its full and proper use without reliance on the special
knowledge or memory of others, in order to vest more effectively in Buyer, or to
put Buyer more fully in possession of, any of the Purchased Assets.

     

    ARTICLE
VIII

     

    CONDITIONS
TO CLOSING

     

    8.1              Conditions to Obligations of
Buyer and Seller.  The obligations of Buyer and Seller to
consummate the transactions contemplated by this Agreement are subject to the
satisfaction on or prior to the Closing Date of the following
conditions:

     

    (a)           All
Authorizations and Orders of, declarations and filings with, and notices to the
Bank of Korea required to permit the consummation of the transactions
contemplated by this Agreement shall have been obtained or made and shall be in
full force and effect.

     

    
      *** This
material has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

       

    

    
      
         


      

      
        52

        
          

        

      

      
         


      

    

     

    (b) No
temporary restraining order, preliminary or permanent injunction or other Order
preventing the consummation of the transactions contemplated by this agreement
shall be in effect. No Law shall have been enacted or shall be deemed applicable
to the transactions contemplated by this Agreement which makes the consummation
of such transactions illegal.  No Action shall be pending or
threatened before any court or other Governmental Entity or other Person wherein
an unfavorable Order would (i) prevent consummation of any of the transactions
contemplated by this Agreement and the Ancillary Agreements or (ii) cause any of
the transactions contemplated by this Agreement and the Ancillary Agreements to
be rescinded following consummation.

     

    8.2              Conditions to Obligation of
Buyer.  The obligation of Buyer to consummate the transactions
contemplated by this Agreement is subject to the satisfaction (or waiver by
Buyer in its sole discretion) of the following further conditions:

     

    (a)           The
representations and warranties of Seller set forth in this Agreement (i) that are qualified
as to materiality or Material Adverse Effect shall be true and correct in all
respects and (ii) that are not so qualified shall be true and correct in all
material respects, in each case as of the date hereof and as of the Closing Date
as if made at and as of the Closing Date, except to the extent that such
representations and warranties refer specifically to an earlier date, in which
case such representations and warranties shall have been true and correct as of
such earlier date.

     

    (b)           Seller
shall have performed or complied in all material respects
with all obligations and covenants required by this Agreement to be performed or
complied with by Seller at or prior to the Closing.

     

    (c)           Seller
shall execute and deliver to Buyer a certificate (the “Seller Closing Certificate”)
of an authorized officer of Seller, dated as of the Closing Date, stating that
the conditions specified in Sections 8.2(a) and (b) of this Agreement have been
satisfied.

     

    (d)           There
shall have been no Material Adverse Effect on the Purchased Assets or the
Business.

     

    (e)           Seller
shall have delivered to Buyer all agreements and other documents required to be
delivered by Seller to Buyer pursuant to Section 3.2 of this
Agreement.

     

    (f)          
Buyer shall have received evidence in form
and substance reasonably satisfactory to Buyer that all Liens other than
Permitted Liens with respect to the Purchased Assets have been
released.

     

    (g)          
Seller shall have taken such actions as are
reasonably necessary to cause Business Employees and their covered dependents to
cease participation in all Seller Benefit Plans covering Business Employees in
the United States, except with respect to available continuation or conversion
coverage pursuant to applicable law and the terms of such Benefit
Plans.


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    
      (h)           At
or prior to Closing, Buyer shall have received a comfort letter, substantially
in the form of Exhibit J hereto***.

      


      (i)           At
or prior to Closing, Seller shall have paid in full all of the amounts due under
that certain lawsuit filed by Round Rock ISD & City of Round Rock on March
26, 2009.

      


      (j)           At
or prior to Closing, Buyer shall have received evidence reasonably acceptable to
Buyer that DeWind Energy Development Company LLC owns more than 50% of the
Capital Stock of DeWind SW1 Wind Farms, LLC.***

    

     

    8.3              Conditions to Obligation of
Seller.  The obligation of Seller to consummate the
transactions contemplated by this Agreement is subject to the satisfaction (or
waiver by Seller in its sole discretion) of the following further
conditions:

     

    (a)           The
representations and warranties of Buyer set forth in this Agreement (i) that are qualified
as to materiality or Material Adverse Effect shall be true and correct in all
respects and (ii) that are not so qualified shall be true and correct in all
material respects, in each case as of the date hereof and as of the Closing Date
as if made at and as of the Closing Date, except to the extent that such
representations and warranties refer specifically to an earlier date, in which
case such representations and warranties shall have been true and correct as of
such earlier date.

     

    (b)           Buyer
shall have performed or complied  in all material
respects with all obligations and covenants required by this Agreement to be
performed or complied with by Buyer at or prior to the Closing.

     

    (c)           Buyer
shall execute and deliver to Seller a certificate (the “Buyer Closing Certificate”) of
the President of Buyer, dated as of the Closing Date, stating that the
conditions specified in Sections 8.3(a) and (b) of this Agreement have been
satisfied.

     

    (d)           Buyer  shall
have delivered to Seller all agreements and other documents required to be
delivered by Buyer to Seller pursuant to Section 3.3 of this
Agreement.

     

    (e)           Seller
shall have received a certificate of the Secretary of Buyer dated the Closing
Date and certifying: (A) that attached thereto are true and complete copies of
all resolutions adopted by the Board of Directors of Buyer in connection
with the transactions contemplated by this Agreement and the Ancillary
Agreements, and that all such resolutions are in full force and effect and are
all the resolutions adopted in connection with the transactions contemplated by
this Agreement and the Ancillary Agreements; and (B) to the incumbency and
specimen signature of each officer of Buyer executing this Agreement and the
Ancillary Agreements to which it is a party, and a certification by another
officer of Buyer as to the incumbency and signature of the Secretary of
Buyer.

     

    *** This material has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.


    
      
         


      

      
        54

        
          

        

      

      
         


      

    

     

    (f)           If
the Closing has not occurred by the 30th day
after the date hereof, a nationally recognized investment bank shall have
delivered to the board of directors of CTC (or a committee thereof) a written
bring-down letter with respect to an opinion provided by such investment bank,
which confirms that, as of the Closing Date, the consideration to be received by
Seller in connection with the asset sale contemplated hereby is, from a
financial point of view, fair to CTC.

     

    ARTICLE
IX

     

    TERMINATION

     

    9.1              Termination.

     

    (a)           This
Agreement may be terminated at any time prior to the Closing:

     

    (i)           by
mutual written consent of Buyer and Seller;

     

    (ii)           by
Buyer or Seller if:

     

     
(A)          the Closing does
not occur on or before the 45th day
after the date hereof; provided that the right to
terminate this Agreement under this clause (ii)(A) shall not be available to any
party whose breach of a representation, warranty, covenant or agreement under
this Agreement has been the cause of or resulted in the failure of the Closing
to occur on or before such date; or

     

     
(B)          a Governmental
Entity shall have issued an Order or taken any other action, in any case having
the effect of permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement, which Order or other action is
final and non-appealable;

     

    (iii)           by
Buyer if:

     

     
(A)          any condition to
the obligations of Buyer hereunder becomes incapable of fulfillment other than
as a result of a breach by Buyer of any covenant or agreement contained in this
Agreement, and such condition is not waived by Buyer; or

     

     
(B)          there has been a
material breach by Seller of any representation, warranty, covenant or agreement
contained in this Agreement or the Seller Disclosure Schedule, or if any
representation or warranty of Seller shall have become untrue, in either case
such that the conditions set forth in Sections 8.2(a) or 8.2(b) would not be
satisfied; provided, that any
such breach is not cured by Seller within 5 Business Days after Seller receives
written notice of such breach from Buyer; or


    
      
         


      

      
        55

        
          

        

      

      
         


      

    

     

     
(C)          (x) Seller has
not terminated this Agreement pursuant to this Section 9.1(a), (y) the Closing
has not occurred by the 30th day
after the date hereof and (z) Seller or any of its Subsidiaries has taken any
action (or failed to take any action), the result of which would have been a
material breach of Section 6.1 or 6.2 but for the provisos thereto; provided that, if
Buyer exercises its termination right under this Section 9.1(a)(iii)(C) and both
(a) all other conditions precedent under Section 8.1 have either been met or
waived and (b) Buyer is not in breach of this Agreement, then Seller shall
promptly pay a break-up fee to Buyer equal to $2,000,000; or

     

    (iv)           by
Seller if:

     

     
(A)          any condition to
the obligations of Seller hereunder becomes incapable of fulfillment other than
as a result of a breach by Seller of any covenant or agreement contained in this
Agreement, and such condition is not waived by Seller; provided that if
Seller exercises its termination right under this Section 9.1(a)(iv)(A) because
the condition set forth in Section 8.3(f) is incapable of fulfillment and both
(a) all other conditions precedent under Section 8.1 have either been met or
waived and (b) Buyer is not in breach of this Agreement, then Seller shall,
promptly after exercising such termination right, pay a break-up fee to Buyer
equal to $2,000,000; or

     

     
(B)          there has been a
material breach by Buyer of any representation, warranty, covenant or agreement
contained in this Agreement or the Buyer Disclosure Schedule, or if any
representation or warranty of Buyer shall have become untrue, in either case
such that the conditions set forth in Sections 8.3(a) or  8.3(b) would
not be satisfied; provided that any
such breach is not cured by Buyer within 5 Business Days after Buyer receives
written notice of such breach from Seller.

     

    (b)           The
party desiring to terminate this Agreement pursuant to clause (ii), (iii) or
(iv) shall give written notice of such termination to the other party
hereto.

     

    9.2              Effect of
Termination.  In the event of termination of this Agreement as
provided in Section 9.1, this Agreement shall immediately become null and void
and there shall be no Liability or obligation on the part of Seller or Buyer or
their respective officers, directors, stockholders or Affiliates, except as set
forth in Section 9.3; provided, however, the
provisions of Section 7.2 (Public Announcements) and Section 9.3 (Remedies) and
Article X of this Agreement shall remain in full force and effect and survive
any termination of this Agreement.


    
      
         


      

      
        56

        
          

        

      

      
         


      

    

     

    9.3              Remedies.  Any
party terminating this Agreement pursuant to Section 9.1 shall have the right to
recover damages sustained by such party as a result of any material breach by
the other party of any representation, warranty, covenant or agreement contained
in this Agreement or fraud or willful misrepresentation of material facts; provided, however, that the
party seeking relief is not in breach of any representation, warranty, covenant
or agreement contained in this Agreement under circumstances which would have
permitted the other party to terminate the Agreement under
Section 9.1.

     

    ARTICLE
X

     

    INDEMNIFICATION

     

    10.1              Survival.

     

    (a)           Except
as set forth in Section 10.1(b), all representations and warranties contained in
this Agreement, the Ancillary Agreements, any Schedule, certificate or other
document delivered pursuant to this Agreement or the Ancillary Agreements, shall
survive the Closing for a period of eighteen (18) months.

     

    (b)           All
representations and warranties of Seller contained in Sections 4.1 (Organization
and Good Standing) and 4.2 (Authority and Enforceability) shall survive
indefinitely, and Section 4.9 (Taxes) and Section 4.21 (Employee Benefits) shall
survive for a period equal to the applicable statute of limitations plus 60 days
(after giving effect to any waivers and extensions thereof).  The
representations and warranties of Seller contained in 4.3 (Subsidiaries and
Related Entities), 4.15 (Intellectual Property), 4.21 (Employee Benefits) and
4.27 (Brokers or Finders), and the representations and warranties of Buyer
contained in Sections 5.1 (Organization and Good Standing), 5.2 (Authority and
Enforceability) and 5.6 (Brokers or Finders) shall survive the Closing for a
period of three (3) years.

     

    (c)           All
covenants and agreements that, by their terms herein, explicitly contemplate
performance until a specific date after the Closing Date, shall survive the
Closing until a date that is eighteen (18) months after such specific
date.  All other covenants and agreements herein shall survive the
Closing for a period of eighteen (18) months.

     

    (d)           The
period for which a representation or warranty, covenant or agreement survives
the Closing is referred to herein as the “Applicable Survival
Period.”  In the event notice of claim for indemnification
under Section 10.2 or 10.3 is given within the Applicable Survival Period, the
representation or warranty, covenant or agreement that is the subject of such
indemnification claim (whether or not formal legal action shall have been
commenced based upon such claim) shall survive with respect to such claim until
such claim is finally resolved. The Indemnitor shall indemnify the Indemnitee
for all Losses (subject to the limitations set forth herein, if applicable) that
the Indemnitee may incur in respect of such claim, regardless of when
incurred.


    
      
         


      

      
        57

        
          

        

      

      
         


      

    

     

    10.2              Indemnification by Seller
and CTC.

     

    (a)           Seller
and CTC shall, jointly and severally, indemnify and defend Buyer and its
Affiliates and their respective stockholders, members, managers, officers,
directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against,
and shall hold them harmless from, any and all losses, damages, claims
(including third party claims), charges, interest, penalties, Taxes, diminution
in value, costs and expenses (including reasonable legal, consultant, accounting
and other professional fees, costs of sampling, testing, investigation, removal,
treatment and remediation of contamination and fees and costs incurred in
enforcing rights under this Section 10.2) (collectively, “Losses”) resulting from,
arising out of, or incurred by any Buyer Indemnitee in connection with, or
otherwise with respect to:  (i) the failure of any representation and
warranty (as qualified by the Seller Disclosure Schedule) or other statement by
Seller contained in this Agreement, the Ancillary Agreements, the Seller
Disclosure Schedule or any certificate furnished or to be furnished to Buyer in
connection with the transactions contemplated by this Agreement and the
Ancillary Agreements to be true and correct in all respects as of the date of
this Agreement and as of the Closing Date;  (ii) any breach of any
covenant or agreement of Seller contained in this Agreement, the Ancillary
Agreements, the Seller Disclosure Schedule or any certificate furnished or to be
furnished to Buyer in connection with the transactions contemplated by this
Agreement and the Ancillary Agreements; or (iii) any Excluded Liability
including any Pre-Closing Environmental Liability, regardless of whether or not
the Seller Disclosure Schedule discloses any such Excluded
Liability.

     

    (b)           Notwithstanding
anything to the contrary contained in this Section 10.2, the Buyer Indemnitees
shall be entitled to indemnification with respect to any claim for
indemnification pursuant to Section 10.2(a):

     

    (i)           only
if the amount of Losses with respect to such claim exceeds the amount of $50,000
(any claim involving Losses  equal to or less than such amount being
referred to as a “De Minimis
Claim”);

     

    (ii)           only
if, and then only to the extent that, the aggregate Losses to all Buyer
Indemnitees, with respect to all claims for indemnification pursuant to Section
10.2(a) (other than De Minimis Claims), exceed the amount of $150,000 (the “Deductible”), whereupon
(subject to the provisions of clause (iii) below) Seller shall be obligated to
pay in full all such amounts but only to the extent such aggregate Damages are
in excess of the amount of the Deductible; and

     

    (iii)           only
with respect to claims for indemnification under Section 10.2(a) made on or
before the expiration of the survival period pursuant to Section 10.1 for the
applicable representation, warranty, covenant or agreement, if a survival period
is applicable (if the survival period is indefinite, this subsection (iii) shall
not apply).

     


    
      
         


      

      
        58

        
          

        

      

      
         


      

    

     

    
      (c)          Notwithstanding
anything to the contrary contained in this Section 10.2, the Buyer Indemnitees
shall not be entitled to aggregate Losses in excess of the amount of 35% of the
amount of the Adjusted Cash Consideration (the “Cap”), except with regard to
actual fraud and except for specific performance expressly provided in Section
6.8(c); provided, however, that the Buyer Indemnitees shall be entitled to
Losses in excess of the Cap solely to the extent that such Losses arise on or
prior to September 30, 2010 under clause (i) of Section 10.2(a) solely with
respect to a breach of the representation made by Seller in Section 4.15(n)
(“4.15(n) Losses”), but in no event shall the Buyer Indemnitees be entitled to
aggregate Losses (including 4.15(n) Losses) in excess of 75% of the amount of
the Adjusted Cash Consideration.***

    

     

    10.3              Indemnification by
Buyer.

     

    (a)           Buyer
shall indemnify and defend Seller and its Affiliates and their respective
stockholders, members, managers, officers, directors, employees, agents,
successors and assigns (the “Seller Indemnitees”) against,
and shall hold them harmless from, any and all Losses resulting from, arising
out of, or incurred by any Seller Indemnitee in connection with, or otherwise
with respect to: (i) the failure of any representation and warranty or other
statement by Buyer contained in this Agreement, the Ancillary Agreements, the
Buyer Disclosure Schedule or any certificate or other document furnished or to
be furnished to Seller pursuant to this Agreement to be true and correct in all
respects as of the date of this Agreement and as of the Closing Date; (ii) any
breach of any covenant or agreement of Buyer contained in this Agreement, the
Ancillary Agreements, the Buyer Disclosure Schedule or any certificate or other
document furnished or to be furnished to Seller in connection with the
transactions contemplated hereby and thereby; and (iii) any failure to perform
when due the Assumed Liabilities.

     

    (b)           Notwithstanding
anything to the contrary contained in this Section 10.3, the Seller Indemnitees
shall be entitled to indemnification with respect to any claim for
indemnification pursuant to Section 10.3(a):

     

     (i)           only
if the amount of Losses is not a De Minimis Claim;

     

     (ii)           only
if, and then only to the extent that, the aggregate Losses to all Seller
Indemnitees, with respect to all claims for indemnification pursuant to Section
10.3(a) (other than De Minimis Claims), exceed the Deductible, whereupon
(subject to the provisions of clause (iii) below) Seller shall be obligated to
pay in full all such amounts but only to the extent such aggregate Damages are
in excess of the amount of the Deductible; and

     

    *** This material has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.


    
      
         


      

      
        59

        
          

        

      

      
         


      

    

     

     (iii)           only
with respect to claims for indemnification under Section 10.2(a) made on or
before the expiration of the survival period pursuant to Section 10.1 for the
applicable representation or warranty, if a survival period is applicable (if
the survival period is indefinite, this subsection (iii) shall not
apply).

     

    (c)           Notwithstanding
anything to the contrary contained in this Section 10.3 or elsewhere in this
Agreement, the Seller Indemnitees shall not be entitled to aggregate Losses in
excess of the Cap, except with regard to fraud.

     

    10.4              Indemnification Procedures
for Third Party Claims.

     

    (a)           In
the event that an Indemnitee receives notice of the assertion of any claim or
the commencement of any Action by a third party in respect of which indemnity
may be sought under the provisions of this Article X (“Third Party Claim”), the
Indemnitee shall promptly notify the Indemnitor of such Third Party
Claim.  The Indemnitor shall be entitled to participate in such Third
Party Claim and shall have the right to defend, conduct and control the defense
of the Third Party Claim (“Third Party Defense”) with
counsel of its choice; provided, however, that the
Indemnitee shall have the right, at the Indemnitee’s expense, to participate in
(but not control) such Third Party Defense.  After notice from the
Indemnitor to the Indemnitee of its election to assume the defense of such Third
Party Claim, the Indemnitor will not, as long as it diligently conducts such
defense, be liable to the Indemnitee under this Section 10.4 for any fees of
other counsel subsequently incurred by the Indemnitee in connection with the
defense of such Third Party Claim.  If the Indemnitor does not assume
the defense of such Third Party Claim, the Indemnitee shall be entitled to
defend, conduct and control the defense of such claim after giving notice to the
Indemnitor, and the Indemnitor shall promptly and fully pay for all reasonable
costs associated with such defense which are incurred by the Indemnitee,
including without limitation, reasonable attorney’s fees.

     

    (b)           If
the Indemnitor assumes the defense of a Third Party Claim, no compromise or
settlement of such Third Party Claim or Third Party Defense may be effected by
the Indemnitor without the Indemnitee’s consent (which consent may not be
unreasonably withheld or delayed) unless (i) there is no finding or
admission of any violation of Law or any violation of the rights of any Person
and no effect on or grounds for the basis of, any other claims that may be made
against the Indemnitee, and (ii) the sole relief provided is monetary
damages that are paid in full by the Indemnitor.  In connection with
any Third Party Claim, the Indemnitee hereby consents to the nonexclusive
jurisdiction of any court in which an Action in respect of a Third-Party Claim
is brought against any Indemnitor for purposes of any claim that the Indemnitee
may have under this Article X with respect to such Action or the matters alleged
therein and agrees that process may be served on the Indemnitee with respect to
such a claim anywhere in the world.


    
      
         


      

      
        60

        
          

        

      

      
         


      

    

     

    (c)           Indemnitor
and Indemnitee agree to provide each other with reasonable access during regular
business hours to the properties, Books and Records and Representatives of the
other, as reasonably necessary in connection with the preparation for an
existing or anticipated Action involving a Third Party Claim and its obligations
with respect thereto pursuant to this Article X.

     

    10.5              Indemnification Procedures
for Non-Third Party Claims.

     

    (a)           Except
with respect to claims of Buyer regarding any Pre-Closing Environmental
Liability or claims for a breach of the representation and warranty in Section
4.22 (Environmental), in the event of a claim that does not involve a Third
Party Claim being asserted against it, the Indemnitee shall send a Notice of
Claim to the Indemnitor.  The Notice of Claim shall set forth the
amount, if known, or, if not known, an estimate of the foreseeable maximum
amount of claimed Losses (which estimate shall not be conclusive of the final
amount of such Losses) and a description of the basis for such
claim.  The Indemnitor will have 30 days from receipt of such Notice
of Claim to dispute the claim and will reasonably cooperate and assist the
Indemnitee in determining the validity of the claim for indemnity.  If
the Indemnitor does not give notice to the Indemnitee that it disputes such
claim within 30 days after its receipt of the Notice of Claim, the claim
specified in such Notice of Claim will be conclusively deemed a Loss subject to
indemnification hereunder.

     

    (b)           With
respect to any claim of Buyer that does not involve a Third Party Claim but
relates to any Pre-Closing Environmental Liability or a breach of the
representation and warranty in Section 4.22 (Environmental) under this Article X
(“Environmental Claim”), Buyer shall provide written notice of any Environmental
Claim (along with sufficient detail on the nature and extent of the claim) to
Seller within 20 Business Days of Buyer becoming aware of any such Environmental
Claim.  Seller shall have 20 Business Days after the receipt of any
Environmental Claim notice from Buyer to either (i) dispute the validity of the
claim or (ii) agree to accept responsibility for the claim.  In the
event that Seller agrees to accept responsibility for any Environmental Claim,
Seller, at its sole discretion, can elect to take control over any remedy or
corrective action that may be required with respect to such
claim.  Buyer shall have a right of reasonable participation in any
remedy or corrective action performed by Seller under this Section
10.5(b).  Buyer shall only be entitled to indemnification for any
Environmental Claim under Section 10.2 to the extent that the remedy or
corrective action of the Environmental Claim is required by any Environmental
Laws or if Buyer is required by a final order or judgment to pay any damages
arising under any applicable Environmental Law.

     

    10.6              Escrow Fund. At the
Closing, the Escrow Fund shall be delivered to the Escrow Agent to be held and
administered by the Escrow Agent in accordance with the terms of the Escrow
Agreement and subject to release of certain amount of the funds upon the
expiration of certain time periods all as set forth in more detail therein.***


     

    *** This material has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.

     

    
      
         


      

      
        61

        
          

        

      

      
         


      

    

     

    10.7              General.

     

    (a)           The
amount which the Indemnitor is or may be required to pay to any Indemnitee
pursuant to this Article X shall be reduced (retroactively, if necessary) by any
insurance proceeds, or other amounts actually recovered by or on behalf of such
Indemnitee in reduction of the related Losses; provided that, to the
extent that any Buyer Indemnitee would be entitled to recover any insurance
proceeds in connection with any insurance benefits that are Purchased Assets,
the amount which the Indemnitor is or may be required to pay to any Buyer
Indemnitee pursuant to this Article X shall be reduced (retroactively, if
necessary) by the amount of such entitled insurance proceeds (whether or not
actually recovered) that would reduce the related Losses.  If an
Indemnitee shall have received the payment required by this Agreement from the
Indemnitor in respect of Losses and shall subsequently receive insurance
proceeds, or other amounts in respect of such Losses (or shall become entitled
to insurance proceeds described in the proviso to the proceeding sentence), then
such Indemnitee shall promptly repay to the Indemnitor a sum equal to the amount
of such insurance proceeds, or other amounts actually received.  The
parties agree that any indemnity payments by Seller shall be treated as an
adjustment of the Purchase Price.  Nothing in this Section 10.7(a)
shall obligate any Indemnitee to obtain any insurance recovery in connection
with any Losses.

     

    (b)           Each
Indemnitee shall be obligated in connection with any claim for indemnification
under this Article X to use all commercially reasonable efforts to mitigate
Losses upon and after becoming aware of any event which could reasonably be
expected to give rise to such Losses; provided that no
failure to mitigate will relieve an Indemnitor of its obligations under this
Article X to pay any amounts to which such Indemnitor would have otherwise been
obligated to pay under this Article X had such Indemnitee mitigated such
Losses.

     

    (c)           Subject
to the rights of any insurance carriers contemplated in Section 10.7(a), the
Indemnitor shall be subrogated to any right of action that the Indemnitee may
have against any other Person with respect to any matter giving rise to a claim
for indemnification hereunder.

     

    (d)           The
indemnification provided in this Article X shall be the exclusive post-Closing
remedy available to any Party hereto with respect to any breach of any
representation, warranty, covenant or agreement in this Agreement, or otherwise
in respect of the transactions contemplated by this Agreement, except with
regard to fraud and except as otherwise expressly provided in Section
6.8(c).  Without limiting the foregoing, the rights and remedies of
Buyer with respect to any Pre-Closing Environmental Liability or any other
matter arising under or relating to Environmental Laws shall be governed
exclusively by Article X, and Buyer hereby waives and releases any and all
claims at Law or in equity it may have with respect to any Pre-Closing
Environmental Liability or any other matter arising under or relating to
Environmental Laws.


    
      
         


      

      
        62

        
          

        

      

      
         


      

    

     

    (e)           No
item included in the Closing Net Asset Statement or included in the calculation
of the Deficit Amount or the Excess Amount (as the case may be) shall constitute
Losses for purposes of this Article X.

     

    ARTICLE
XI

     

    MISCELLANEOUS

     

    11.1              Notices.  Any
notice, request, demand, waiver, consent, approval or other communication which
is required or permitted hereunder shall be in writing and shall be deemed given
(a) on the date established by the sender as having been delivered personally,
(b) on the date delivered by a private courier as established by the sender by
evidence obtained from the courier, (c) on the date sent by facsimile, with
confirmation of transmission, if sent during normal business hours of the
recipient, if not, then on the next business day, or (d) on the fifth day after
the date mailed, by certified or registered mail, return receipt requested,
postage prepaid.  Such communications, to be valid, must be addressed
as follows:

     

    
      
        
          
            	
                    If
      to Buyer, to:

                  
	 
      	 
      
	 
      	
                    Daewoo
      Shipbuilding & Marine Engineering Co., Ltd.

                  
	 
      	
                    85,
      Da-dong, Jung-gu

                  
	 
      	
                    Seoul,
      100-180

                  
	 
      	
                    Korea

                  
	 
      	
                    Attn:
      Y. Y. Koh

                  
	 
      	
                    Facsimile:
      +182 (2) 2129-0079

                  
	 
      	 
      
	
                    With
      a required copy to:

                  
	 
      	 
      
	 
      	
                    Reed
      Smith LLP

                  
	 
      	
                    1510
      Page Mill Road, Suite 110

                  
	 
      	
                    Palo
      Alto, CA 94304

                  
	 
      	
                    Attn:
      Catharina Y. Min

                  
	 
      	
                    Facsimile:
      650.352.0699

                  


          

        

      

    

    


    
      
        
          	
                  If
      to Seller, to:

                
	 
      	 
      
	 
      	
                  DeWind,
      Inc.

                
	 
      	
                  2026
      McGaw Ave.

                
	 
      	
                  Irvine,
      CA 92614

                
	 
      	
                  Attention:
      Michael McIntosh

                
	 
      	
                  Facsimile:
      (949) 660-1533

                
	 
      	 
      
	 
      	
                  with
      a required copy to:

                


        

      

    


    
      
         


      

      
        63

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  Milbank,
      Tweed, Hadley & McCloy LLP

                
	 
      	
                  601
      S. Figueroa St., 30th
      Floor

                
	 
      	
                  Los
      Angeles, CA 90017

                
	 
      	
                  Attention:  Neil
      Wertlieb

                
	 
      	
                  Facsimile:  (213)
      892-4710

                
	 
      	 
      
	
                  If
      to CTC, to:

                
	 
      	 
      
	 
      	
                  Composite
      Technology Corporation

                
	 
      	
                  2026
      McGaw Ave.

                
	 
      	
                  Irvine,
      CA 92614

                
	 
      	
                  Attention:
      Michael McIntosh

                
	 
      	
                  Facsimile:
      (949) 660-1533

                
	 
      	 
      
	 
      	
                  with
      a required copy to:

                
	 
      	 
      
	 
      	
                  Milbank,
      Tweed, Hadley & McCloy LLP

                
	 
      	
                  601
      S. Figueroa St., 30th
      Floor

                
	 
      	
                  Los
      Angeles, CA 90017

                
	 
      	
                  Attention:  Neil
      Wertlieb

                
	 
      	
                  Facsimile:  (213)
      892-4710

                


        

      

    

     

    or to
such other address or to the attention of such Person or Persons as the
recipient party has specified by prior written notice to the sending party (or
in the case of counsel, to such other readily ascertainable business address as
such counsel may hereafter maintain).  If more than one method for
sending notice as set forth above is used, the earliest notice date established
as set forth above shall control.

     

    11.2              Amendments and
Waivers.

     

    (a)           Any
provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and is signed, in the case of an amendment, by
Buyer and Seller, or in the case of a waiver, by the party against whom the
waiver is to be effective.  Notwithstanding the preceding sentence,
any amendment of this Agreement which creates or modifies obligations for CTC
will also require the prior consent of CTC.

     

    (b)           No
failure or delay by any party in exercising any right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

     

    (c)           To
the maximum extent permitted by Law, (i) no waiver that may be given by a party
shall be applicable except in the specific instance for which it was given and
(ii) no notice to or demand on one party shall be deemed to be a waiver of any
obligation of such party or the right of the party giving such notice or demand
to take further action without notice or demand.


    
      
         


      

      
        64

        
          

        

      

      
         


      

    

     

    11.3              Expenses.  Each
party shall bear its own costs and expenses in connection with this Agreement,
the Ancillary Agreements and the transactions contemplated hereby and thereby,
including all legal, accounting, financial advisory, consulting and all other
fees and expenses of third parties, whether or not the transactions contemplated
by this Agreement are consummated.

     

    11.4              Successors and
Assigns.  This Agreement may not be assigned by either party
hereto without the prior written consent of the other party; provided that, without such
consent, Buyer may transfer or assign this Agreement, in whole or in part or
from time to time, to one or more of its Affiliates, but no such transfer or
assignment will relieve Buyer of its obligations hereunder.  Subject
to the foregoing, all of the terms and provisions of this Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
executors, heirs, personal representatives, successors and assigns.

     

    11.5              Governing
Law.  This Agreement and Schedules hereto shall be governed by
and interpreted and enforced in accordance with the Laws of the State of
California, without giving effect to any choice of Law or conflict of Laws rules
or provisions (whether of the State of California or any other jurisdiction)
that would cause the application of the Laws of any jurisdiction other than the
State of California.

     

    11.6              Consent to
Jurisdiction.  Each party irrevocably submits to the exclusive
jurisdiction of (a) Los Angeles County, California, and (b) the United States
District Court for the District of Central California, for the purposes of any
Action arising out of this Agreement or any transaction contemplated
hereby.  EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS OR THE ACTIONS OF
SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
HEREOF AND THEREOF.

     

    11.7              Counterparts.  This
Agreement may be executed in any number of counterparts, and any party hereto
may execute any such counterpart, each of which when executed and delivered
shall be deemed to be an original and all of which counterparts taken together
shall constitute but one and the same instrument.  This Agreement
shall become effective when each party hereto shall have received a counterpart
hereof signed by the other party hereto. The parties agree that the delivery of
this Agreement, and the delivery of the Ancillary Agreements and any other
agreements and documents at the Closing, may be effected by means of an exchange
of facsimile signatures with original copies to follow by mail or courier
service.

     

    11.8              Third Party
Beneficiaries. No provision of this Agreement is intended to confer upon
any Person other than the parties hereto any rights or remedies hereunder;
except that in the case of Article X hereof, the other Indemnitees and their
respective heirs, executors, administrators, legal representatives, successors
and assigns, are intended third party beneficiaries of such sections and shall
have the right to enforce such sections in their own names.


    
      
         


      

      
        65

        
          

        

      

      
         


      

    

     

    11.9              Entire
Agreement.  This Agreement, the Ancillary Agreements, the
Schedules and the other documents, instruments and agreements specifically
referred to herein or therein or delivered pursuant hereto or thereto set forth
the entire understanding of the parties hereto with respect to the transactions
contemplated by this Agreement. All Schedules referred to herein are intended to
be and hereby are specifically made a part of this Agreement.  Any and
all previous agreements and understandings between or among the parties
regarding the subject matter hereof, whether written or oral, are superseded by
this Agreement, except for the Confidentiality Agreement which shall continue in
full force and effect in accordance with its terms.

     

    11.10              Captions.  All
captions contained in this Agreement are for convenience of reference only, do
not form a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.

     

    11.11              Severability.  Subject
to Section 6.8(d), any provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

     

    11.12              Specific
Performance.  Buyer and Seller each agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed by them in accordance with the terms hereof and that each
party shall be entitled to specific performance of the terms hereof, in addition
to any other remedy at Law or equity.

     

    11.13              Interpretation.

     

    (a)           The
meaning assigned to each term defined herein shall be equally applicable to both
the singular and the plural forms of such term and vice versa, and words
denoting either gender shall include both genders as the context requires. Where
a word or phrase is defined herein, each of its other grammatical forms shall
have a corresponding meaning.

     

    (b)           The
terms “hereof”, “herein” and “herewith” and words of similar import shall,
unless otherwise stated, be construed to refer to this Agreement as a whole and
not to any particular provision of this Agreement.

     

    (c)           When
a reference is made in this Agreement to an Article, Section, paragraph, Exhibit
or Schedule, such reference is to an Article, Section, paragraph, Exhibit or
Schedule to this Agreement unless otherwise specified.


    
      
         


      

      
        66

        
          

        

      

      
         


      

    

     

    (d)           The
word “include”, “includes”, and “including” when used in this Agreement shall be
deemed to be followed by the words “without limitation”, unless otherwise
specified.

     

    (e)           A
reference to any party to this Agreement or any other agreement or document
shall include such party’s predecessors, successors and permitted
assigns.

     

    (f)           Reference
to any Law means such Law as amended, modified, codified, replaced or reenacted,
and all rules and regulations promulgated thereunder.

     

    (g)           The
parties have participated jointly in the negotiation and drafting of this
Agreement and the Ancillary Agreements. Any rule of construction or
interpretation otherwise requiring this Agreement or the Ancillary Agreements to
be construed or interpreted against any party by virtue of the authorship of
this Agreement or the Ancillary Agreements shall not apply to the construction
and interpretation hereof and thereof.

     

    (h)           All
accounting terms used and not defined herein shall have the respective meanings
given to them under GAAP.

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        67

        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized
officers as of the date first above written.

    


    
      
        
          
            
              
                
                  	
                          DAEWOO
      SHIPBUILDING & MARINE

                          ENGINEERING
      CO., LTD.

                        
	 
      	 
      
	
                          By:

                        	 
      /s/ Sang Tae Nam
	
                          Name:

                        	 
      
	
                          Title:

                        	 
      
	 
      	 
      
	
                          DEWIND,
      INC.

                        
	 
      	 
      
	
                          By:

                        	 
      /s/ Benton Wilcoxon
	
                          Name:

                        	 
      
	
                          Title:

                        	 
      
	 
      	 
      
	
                          COMPOSITE
      TECHNOLOGY

                          CORPORATION

                        
	 
      	 
      /s/ Benton Wilcoxon
	
                          By:

                        	 
      
	
                          Name:

                        	 
      
	
                          Title:

                        	 
      


                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      LIST OF OMITTED SCHEDULES
AND EXHIBITS

      


      The
Schedules and Exhibits listed below have been omitted from this filing. The
issuer will furnish supplementally to the Commission, upon request, a copy of
any omitted Schedule
or Exhibit.

      


      SELLER
SCHEDULES

      


      
        	
                SCHEDULE
      2.1(a)

              	
                INVENTORY

              
	
                SCHEDULE
      2.1(b)

              	
                EQUIPMENT

              
	
                SCHEDULE
      2.1(c)

              	
                SELLER
      INTELLECTUAL PROPERTY

              
	
                SCHEDULE
      2.1(d)

              	
                CONTRACTS
      RELATED TO THE BUSINESS

              
	
                SCHEDULE
      2.1(e)

              	
                ACCOUNTS
      RECEIVABLE

              
	
                SCHEDULE
      2.1(f)

              	
                BUSINESS
      AUTHORIZATION

              
	
                SCHEDULE
      2.1(g)

              	
                BOOKS
      AND RECORDS

              
	
                SCHEDULE
      2.1(h)

              	
                CLAIMS

              
	
                SCHEDULE
      2.1(i)

              	
                INSURANCE
      BENEFITS

              
	
                SCHEDULE
      2.1(j)

              	
                PREPAID
      EXPENSES

              
	
                SCHEDULE
      2.1(k)

              	
                DEPOSITS

              
	
                SCHEDULE
      2.2(b)

              	
                EXCLUDED
      CONTRACTS

              
	
                SCHEDULE
      2.2(e)

              	
                EXCLUDED
      ASSETS, PROPERTY, AND RIGHTS

              
	
                SCHEDULE
      2.3(d)

              	
                ADDITIONAL
      ASSUMED LIABILITIES

              


      

      


      SELLER
DISCLOSURE SCHEDULES

      


      
        	
                SECTION
      4.1

              	
                GOOD
      STANDING

              
	
                SECTION
      4.3(b)

              	
                SUBSIDIARIES
      AND RELATED ENTITIES

              
	
                SECTION
      4.4(a)

              	
                CONSENTS

              
	
                SECTION 4.5

              	
                FINANCIAL
      STATEMENTS

              
	
                SECTION
      4.6

              	
                UNDISCLOSED
      LIABILITIES

              
	
                SECTION
      4.9

              	
                TAXES

              
	
                SECTION 4.11(a)

              	
                BUSINESS
      AUTHORIZATIONS

              
	
                SECTION
      4.12(a)

              	
                PERSONAL
      PROPERTY

              
	
                SECTION
      4.12(b)

              	
                TITLE
      TO PERSONAL

              
	
                SECTION
      4.12(d)

              	
                PERMITTED
      LIENS

              
	
                SECTION
      4.14(b)

              	
                LEASED
      REAL PROPERTY

              
	
                SECTION
      4.15(b)

              	
                SELLER
      OWNED INTELLECTUAL PROPERTY

              
	
                SECTION
      4.15(c)

              	
                IN-BOUND
      LICENSES

              
	
                SECTION
      4.15(d)

              	
                OUT-BOUND
      LICENSES

              
	
                SECTION
      4.15(g)

              	
                INTELLECTUAL
      PROPERTY PROCEEDINGS

              
	
                SECTION
      4.15(j)

              	
                INTELLECTUAL
      PROPERTY (RIGHTS, CLAIMS OR INTEREST BY OTHER PERSON)

              
	
                SECTION
      4.17(a)

              	
                MATERIAL
      CONTRACTS

              
	
                SECTION
      4.17(b)&(c)

              	
                CONTRACTS

              
	
                SECTION
      4.19(a)

              	
                LITIGATION

              
	
                SECTION
      4.20(a)

              	
                SELLER
      BENEFIT PLANS

              
	
                SECTION
      4.20(i)

              	
                FOREIGN
      BENEFIT PLANS

              
	
                SECTION
      4.21(a)

              	
                BUSINESS
      EMPLOYEES

              
	
                SECTION
      4.22
      

              	
                ENVIRONMENTAL
      LIABILITY

              
	
                SECTION
      4.23(a)

              	
                INSURANCE

              
	
                SECTION
      6.1

              	
                CONDUCT
      OF BUSINESS

              
	
                SECTION
      6.2

              	
                NEGATIVE
      COVENANTS

              
	
                SECTION
      7.4(b)(i)

              	
                GERMAN
      EMPLOYEE LIST

              
	
                SECTION
      7.9

              	
                PARENT
      GUARANTEES

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      BUYER
DISCLOSURE SCHEDULES

      


      
        	
                SECTION
      5.3(a)

              	
                NO
      CONFLICTS; CONSENTS

              
	
                SECTION
      5.9

              	
                COMPLETENESS
      OF DISCLOSURE

              


      

      


      Exhibits

      


      
        	
                Exhibit
      A

              	
                BILL
      OF SALE

              
	
                Exhibit
      B

              	
                ASSIGNMENT
      AND ASSUMPTION AGREEMENT

              
	
                Exhibit
      C

              	
                INTELLECTUAL
      PROPERTY ASSIGNMENT

              
	
                Exhibit
      D

              	
                ESCROW
      AGREEMENT

              
	
                Exhibit
      E

              	
                SHARE
      TRANSFER AGREEMENT (for
      shares in DeWind Purchasing GmbH)

              
	
                Exhibit
      F

              	
                BASE
      NET ASSET CALCULATION

              
	
                Exhibit
      G

              	
                TRANSITION
      SERVICES AGREEMENT

              
	
                Exhibit
      H

              	
                DEWIND
      LTD. PURCHASE AGREEMENT

              
	
                Exhibit
      I

              	
                613a
      LETTER FOR GERMAN EMPLOYEES

              
	
                Exhibit
      J

              	
                COMFORT
      LETTER