AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the " Agreement ") is made and entered into as of the 30 ^th day of June 2009 by and among SOLAR THIN FILMS, INC. , a Delaware corporation (" SLTN "); SOLAR THIN POWER, INC. , a Nevada corporation and majority owned subsidiary of SLTN (" ST Power "); and the Persons listed on the signature pages hereto who are holders of ST Power Common Stock are hereinafter collectively referred to as the “ ST Power Principal Shareholders ” and SLTN, ST Power, and the ST Power Principal Shareholders are hereinafter sometimes collectively referred to as the “ Parties .”

A.           ST Power is a majority owned subsidiary of SLTN.

B.           SLTN specializes in the design and construction of turn-key production facilities and equipment related to solar photovoltaic (“ PV ”) thin-film manufacturing.

C.           ST Power has been formed to participate in joint ventures and other arrangements to market, construct and implement power projects with utilities and other third parties for the production of electricity using solar power.

D.           The Parties hereto all deem it necessary and advisable to enter into this Agreement, pursuant to which, inter alia , ST Power will be merged with and into SLTN (the “ Merger ”) whereupon ST Power will be operated as a division of SLTN to facilitate power projects and joint ventures designed to provide solar electricity using thin film a-Si solar modules.

E.           Pursuant to the terms of this Agreement, upon consummation of the Merger (a) each share of common stock of ST Power, $0.001 par value per share (the “ ST Power Common Stock ”) held by Persons, other than SLTN, shall be automatically converted into and exchanged for one and one-half (1.5) full shares of common stock of SLTN, $0.01 par value per share (the “ SLTN Common Stock ”), (b) all shares of Common Stock held by SLTN shall be cancelled, (c) all outstanding options and warrants to purchase shares of ST Power Common Stock will be converted into an option or warrant to purchase shares of SLTN Common Stock upon the same terms and conditions, and (d) all commitments to issue shares of ST Power Common Stock, as contemplated hereby, shall be assumed by SLTN.

F.           The Board of Directors of SLTN deems the Merger advisable and in the best interest of said corporation and its shareholders and has approved and adopted the form, terms and provisions of this Agreement and the Merger.

G.           The Board of Directors of ST Power and the ST Power Principal Shareholders each deems the Merger advisable and in the best interest of said corporation and its shareholders and the Board of Directors of ST Power and the ST Power Principal Shareholders have each approved and adopted the form, terms and provisions of this Agreement and the Merger.

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

1.1           The Merger .  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Laws of the States of Nevada and Delaware (the " Corporation Laws "), ST Power shall be merged with and into SLTN at the Effective Time.  Following the Effective Time, the separate corporate existence of ST Power shall cease and SLTN shall continue as the surviving corporation of the Merger (the " Surviving Corporation ") and shall succeed to and assume all the rights and obligations of ST Power in accordance with the Corporation Laws.

1.2           Effective Time .  Subject to the provisions of this Agreement, as soon as practicable on or after the Effective Time, the Parties shall file a certificate of merger or other appropriate documents (in any such case, the " Certificate of Merger ") executed in accordance with the relevant provisions of the Corporation Laws and shall make all other filings or recordings required under the Corporation Laws.  The Merger shall become effective at such time and on such date as the Certificate of Merger is duly filed with the Nevada and Delaware Secretary of State, or at such other time as SLTN and ST Power shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the " Effective Time ").

1.3           Effects of the Merger .  The Merger shall have the effects set forth in the applicable provisions of the Corporation Laws.

1.4           Certificate of Incorporation and Bylaws .

(a)           The SLTN certificate of incorporation as in effect immediately following the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

(b)           The bylaws of SLTN as in effect immediately following the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

1.5           Directors .  The board of directors of SLTN immediately prior to the Effective Time shall constitute the entire members of be the board of directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

1.6           Officers .  The officers of SLTN immediately prior to the Effective Time shall constitute all of the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

1.7           Effect on Securities .  As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the outstanding capital stock, notes or other evidences of indebtedness of SLTN or ST Power:

(a)            SLTN Common Stock and Other SLTN Securities.  Each of the shares of SLTN Common Stock that are issued and outstanding as at the Effective Time of the Merger shall remain issued and outstanding following the Effective Time of the Merger.  Each of the issued and outstanding options and warrants to purchase SLTN Common Stock that are issued and outstanding as at the Effective Time of the Merger shall remain issued and outstanding following the Effective Time of the Merger.  All indebtedness and other obligations of SLTN that are issued and outstanding as at the Effective Time of the Merger, including each of the issued and outstanding convertible notes to purchase SLTN Common Stock, shall remain issued and outstanding following the Effective Time of the Merger.  As at the Effective Time of the Merger, (i) approximately 58,136,113 shares of SLTN Common Stock, (ii) options and warrants to purchase approximately 20,028,959 shares of SLTN Common Stock, and (iii) notes and other evidence of indebtedness of approximately $2,700,000 are issued and outstanding (collectively, the “ SLTN Securities ”).

(b)            ST Power Treasury Stock .  Each share of Common Stock that is held in the treasury of ST Power or by any wholly owned subsidiary of ST Power shall automatically be cancelled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor.

(c)            Outstanding ST Power Common Stock Owned by Persons Other than SLTN .     As at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the ST Power Common Stock or any shares of capital stock of SLTN or the Surviving Corporation, each full share of ST Power Common Stock that is issued and outstanding as at the Effective Time of the Merger (other than shares of ST Power Common Stock owned of record or beneficially by SLTN) shall be converted into and exchanged for the right to receive one and one-half (1.5) full shares of SLTN Common Stock (the “ Common Stock Exchange Ratio ”).  As of the Effective Time, all shares of ST Power Common Stock shall no longer be issued or outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of ST Power Common Stock shall cease to have any rights with respect thereto, except the right to receive an identical number of shares of SLTN Common Stock, without interest, based on the Common Stock Exchange Ratio as provided in this Section 1.7(c) .

(d)            ST Power Common Stock Owned by SLTN .  As at the Effective Time, each issued and outstanding share of ST Power Common Stock that is owned of record or beneficially by SLTN immediately prior to the Effective Time of the Merger shall automatically be cancelled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor.

(e)            ST Power Warrants . As at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the ST Power Common Stock or any shares of capital stock of SLTN or the Surviving Corporation (i) each outstanding option or warrant to purchase shares of ST Power Common Stock (collectively, “ ST Power Warrants ”) shall be exchanged for an option or warrant to purchase an identical number of shares of SLTN Common Stock at the same per share exercise price (collectively, the “ SLTN Warrants ”), and (ii) each full share of ST Power Common Stock that is issuable upon exercise of any of such ST Power Warrants as at the Effective Time of the Merger shall be converted into and exchanged for the right to purchase or receive one full share of SLTN Common Stock upon exercise of such SLTN Warrants.

(f)            ST Power Obligations . All indebtedness and other obligations, if any, of ST Power that are issued and outstanding as at the Effective Time of the Merger shall be assumed by SLTN, and to the extent that any such ST Power indebtedness or other obligations (including obligations to issue ST Power Common Stock under the Coons Employment Agreement) would require ST Power to issue to any one or more Persons additional shares of ST Power Common Stock, SLTN shall, pursuant and subject to the terms of such agreements, issue an identical number of shares of SLTN Common Stock to such Persons based on the Common Stock Exchange Ratio.

(g)            SLTN Common Stock Owned by ST Power . As at the Effective Time, each issued and outstanding share of SLTN Common Stock, if any, that is owned of record by ST Power immediately prior to the Effective Time of the Merger shall automatically be cancelled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor.

1.8           Exchange of ST Power Instruments .

(a)           SLTN shall designate Corporate Stock Transfer, Inc., or another a person reasonably acceptable to ST Power to act as exchange agent in the Merger (the " Exchange Agent "), and, from time to time on, prior to or after the Effective Time, SLTN shall make available, or cause the Surviving Corporation to make available, to the Exchange Agent SLTN Common Stock in amounts and at the times necessary for the delivery of the Merger Consideration, to be delivered upon surrender of certificates representing the shares of Common Stock to be converted into SLTN Common Stock pursuant to Section 1.7.

(b)           As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record on the Record Date of Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing shares of Common Stock shall pass, only upon delivery of the Common Stock to the Exchange Agent and shall be in a form and have such other provisions as SLTN may reasonably specify) and (ii) instructions for use in effecting the surrender of the Common Stock in exchange for the Merger Consideration.  Upon surrender of Common Stock for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by SLTN, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Common Stock shall be entitled to receive in exchange therefor the amount of Merger Consideration theretofore represented by such Common Stock which shall have been converted or exchange pursuant to Section 1.7, and the Common Stock so surrendered shall forthwith be canceled.  In the event any Common Stock shall have been lost, stolen or destroyed, SLTN may, in its discretion and as a condition precedent to the delivery of the Merger Consideration in respect of the Common Stock, require the owner of such lost, stolen or destroyed Common Stock to deliver a affidavit or bond in such amount or form as it may reasonably direct as indemnity against any claim that may be made against SLTN, the Surviving Corporation or the Exchange Agent.

(c)           All Merger Consideration delivered upon the surrender of shares of Common Stock in accordance with the terms of this Section 1.8 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Common Stock.  At the Effective Time, the stock transfer books of ST Power shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Common Stock that were outstanding immediately prior to the Effective Time.  If, after the Effective Time, Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Section 1.8.

1.9           Holders of Record of Common Stock .    Only holders of record of shares of Common Stock as at the Effective Time of the Merger shall be entitled to receive SLTN Common Stock as Merger Consideration as of the Effective Time of the Merger.  

1.10         Closing . The closing of the Merger (the “ Closing ”) will take place at the offices of Hodgson Russ LLP, counsel to SLTN, at its office in New York, New York, within ten days following the delivery of satisfaction or waiver of the conditions precedent set forth in Section 5 or at such other date as SLTN and the ST Power Principal Shareholders shall agree (the “ Effective Time ”), but in no event shall the Effective Time occur later than June 19, 2009.  On the Effective Time, the Parties shall consummate the Merger and cause the Certificate of Merger to be filed at such Closing with the Secretary of State of the State of Nevada and Delaware.

1.11         Dissenters Rights . Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock held by a Person who objects to the Merger (a " Dissenting Shareholder ") and complies with all the provisions of Section 92A.380 of the Nevada Corporation Law concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock, as the case may be (the " Dissenting Shares ") shall not be converted as described in Section 1.7 but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 92A.380 of the Nevada Corporation Law.  If, after the Effective Time, such Dissenting Shareholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the Nevada Corporation Law, his Dissenting Shares shall be deemed to be converted as of the Effective Time into the right to receive his pro-rata shares of the Merger Consideration.  ST Power shall give SLTN (i) prompt notice of any demands for appraisal of Dissenting Shares received by ST Power, and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demands.  Neither ST Power nor SLTN will voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of the ST Power Principal Shareholders, settle or offer to settle any such demands.

Except as defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

“ Applicable Law” means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties and/or the Merger.

 “ Affiliate ”  means any one or more Person controlling, controlled by or under common control with any other Person or their affiliate.

“ Business Day ” shall mean any day, excluding Saturday, Sunday and any other day on which national banks located in New York, New York shall be closed for business.

“ Dollar” and “ $” means lawful money of the United States of America.

 “ Effective Time ” shall mean the date upon which the Merger shall be consummated.

 “ Exchange Act” means the Securities Exchange Act of 1934, as amended.

“ GAAP ” means generally accepted accounting principles in the United States of America as promulgated by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or any successor Institutes concerning the treatment of any accounting matter.

“ Knowledge ” means the knowledge after reasonable inquiry.

“ Material Adverse Effect ” with respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a consolidated whole.

“ Merger Consideration ” shall mean the reference to (a) all 32,105,000 shares of SLTN Common Stock, and (b) all SLTN Warrants issued to the holders of ST Power Common Stock and ST Power Warrants as at the Effective Time of the Merger pursuant to Section 1.7 of this Agreement.

“ Person ” means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or political subdivision thereof.

“Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means:

(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

(ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

(iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

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

ST Power hereby severally represents and warrants to SLTN as follows:

3.1.           Organization and Good Standing .  ST Power is an entity duly organized, validly existing and in good standing under the laws of the State of Nevada.

3.2.           Authorization and Approvals .  ST Power has the requisite corporate power and authority and have obtained all requisite licenses, permits, franchises, approvals and consents necessary (i) to own and operate its properties and to carry on its business as now being conducted, and (ii) to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder.  All corporate proceedings have been taken and all corporate authorizations have been secured which are necessary to authorize the ex