STOCK EXCHANGE AGREEMENTStock Exchange Agreement • November 6th, 2008 • Solar Thin Films, Inc. • Wholesale-construction & mining (no petro) machinery & equip • New York
THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 30th 2008 (the “Signing Date”), by and among SOLAR THIN FILMS, INC., a Delaware corporation (“STF”); ALGATEC SOLAR AG, a German corporation (the “Company” or “Algatec”); ALGATEC EQUITY PARTNERS, L.P., a Delaware limited partnership (“AEP”); RAINER RUSCHKE, an individual (“R. Ruschke”); ULLRICH JANK, an individual (“U. Jank”); DR. STEFAN MALIK, an individual (“S. Malik”); ANDRE FREUD, an individual (“A. Freud”); and ROLAND RICHTER, ESQ., an individual, acting as trustee for R. Ruschke (the “Trustee”). R. Ruschke, U. Jank, S. Malik and A. Freud are sometimes individually referred to as the “Management Stockholder” and collectively as the “Management Stockholders.” AEP and the Management Stockholders are hereinafter sometimes individually referred to as a “Company Stockholder” and collectively as the “Company Stockholders.” STF, AEP, the Company, and the Company Stockholders are hereinafter sometimes i
LOAN AGREEMENTLoan Agreement • November 6th, 2008 • Solar Thin Films, Inc. • Wholesale-construction & mining (no petro) machinery & equip
ALGATEC SOLAR AG, a German stock corporation (Aktiengesellschaft) organized under the laws of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cottbus under registration number HRB 8146 CB and having its registered office in Röderland, Germany (herein called the “Company”); and
AGREEMENT OF LIMITED PARTNERSHIP OF ALGATEC EQUITY PARTNERS, L.P.Solar Thin Films, Inc. • November 6th, 2008 • Wholesale-construction & mining (no petro) machinery & equip • Delaware
This Agreement of Limited Partnership (this “Agreement”) is made as of October 30, 2008 (the “Effective Date”), by and among ALGATEC MANAGEMENT, LLC, a Delaware limited liability company (together with any successor general partner of the Partnership, the “General Partner”), and the Limited Partners (as hereinafter defined). The General Partner and the Limited Partners are collectively referred to herein as the “Partners.” Certain capitalized terms used herein are defined in Article I.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 6th, 2008 • Solar Thin Films, Inc. • Wholesale-construction & mining (no petro) machinery & equip
