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& Mészáros • NÖRR STIEFENHOFER
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Cooperation Agreement
(hereinafter the
“Agreement”)
is made
and entered into this 29th day of September 2008, by and
among
Kraft
Elektronikai Zártkörűen Működő
Részvénytársaság
Headquartered
in Budapest 1112, Kőérberki út 36
- hereinafter
referred to as “Kraft”
–
BudaSolar Technológiai Korlátolt
Felelősségű Társaság.
Headquartered
in Budapest 1121, Konkoly-Thege Miklós út
29-33
- hereinafter
referred to as “BudaSolar”
-
Istvan
Krafcsik , an
individual (“ Krafcsik ”)
Attila
Horvath , an
individual (“ Horvath” ).-
and
Solar
Thin Films, Inc.
Headquartered
in Haddonfield, New Jersey
- each of the
above individually referred to as a “ Party
” and collectively referred to as
“Parties” -
Preamble
A.
The Parties have entered into a
share exchange agreement, dated September 29, 2008 regarding the
contemplated acquisition of 100% of the share capital and quotas of
BudaSolar by Kraft and the transfer by Solar Thin Films, Inc. (the
owner of 100% of the share capital of Kraft) of 40% of the shares
in Kraft to the stockholders of BudaSolar (the “
Stock Exchange Agreement ”).
B.
This Agreement shall regulate the
relationship and cooperation between the Parties during the interim
period until the closing of the transaction described in the Stock
Exchange Agreement. If for any reason the transactions contemplated
by the Stock Exchange Agreement shall not be consummated, this
Agreement shall continue in force and effect until terminated by
either Kraft or BudaSolar, subject at all times to the provisions
of Section 7 of this Agreement.
Radnóczy
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§
1 Subject Matter of the Agreement
BudaSolar
agrees to provide Kraft with technical and consultancy services and
cooperate in the area of improvements to the Kraft single product
line consisting of equipment and components that are used to
manufacture amorphous silicon solar panels or modules (the “
Products ”).
§
2 The Services
(1)
In addition to the specific
services contemplated by Section 1 above, BudaSolar shall provide
the following specific services to Kraft that are set forth in this
Section 2 (collectively, with Section 1, the “
Services ”):
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(a)
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BudaSolar will
provide intellectual property, technology and personnel to complete
all Products of Kraft which are not equipped with operative
software, hardware, or otherwise completed; .
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(b)
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BudaSolar shall
provide intellectual property, technology and personnel to improve
all of the Products, including providing the missing equipment to
meet the requirements of 6MWp/year factory throughput;
and
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(c)
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BudaSolar shall
adjust the photo voltaic process recipes for 6% PV
efficiency.
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Kraft shall make the Products and its technical
description available to BudaSolar.
(2) The Parties may send out proposals to potential
customers regarding the sale of the Products on the letterhead of
Kraft (to the extent deemed solely a Kraft Product as described
below) and on the letterhead of both Kraft and BudaSolar (to the
extent deemed a joint Product, as described below). That means in
particular that
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Kraft will
offer and sell the 6MW line of Products solely as a Kraft product
and under the Kraft name (which name shall be changed from Kraft to
STF Technologies Ltd., as provided in the Stock Purchase
Agreement);
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Radnóczy
& Mészáros • NÖRR STIEFENHOFER
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For so long as
the Stock Exchange Agreement shall remain in force, prior to the
closing under the Stock Exchange Agreement, BudaSolar will offer
and sell the 6MW line of Products solely as a Kraft Product and
under the Kraft name with a clear declaration that it is produced
by Kraft with Kraft’s know how (which name shall be changed
from Kraft to STF Technologies Ltd., as provided in the Stock
Exchange Agreement). In the event that the Stock Exchange Agreement
shall terminate and the transactions contemplated thereby shall not
be completed, BudaSolar may offer and sell the 6MW line of Products
as a Buda Solar Product, under the BudaSolar name and produced with
BudaSolar knowhow;
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Kraft will
offer and sell the 36MW line of Products as a BudaSolar Product
with a clear declaration that it was produced using
BudaSolar’s know how. In such connection, except for selling
agents currently existing on the date of this Agreement, Kraft will
act as exclusive selling agent regarding the 36 MW line of Products
of BudaSolar and shall entitled to receive a 5% agent’s
commissions of the gross sales price of each sale 36 MW line of
Products. Prior to the sale of any 36MW line of Products, Kraft and
Buda Solar shall enter into a sales agency agreement that shall be
mutually acceptable to the Parties. In the event that the Stock
Exchange Agreement shall terminate and the transactions
contemplated thereby shall not be completed, such selling agency
relationship shall thereafter automatically become
non-exclusive.
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(3)
BudaSolar shall be obliged to
inform Kraft without delay of the details of any order received by
it from third parties regarding all Products. Kraft shall promptly
inform BudaSolar of any order received by it that requires the
application of this Agreement.
(4)
BudaSolar shall provide technical
support during the installation and training and start-up function
for all Products sold in accordance with the terms of the purchase
agreement with the customer and the agreement of the Parties
regarding each particular order. If any of the Parties receives an
order from a customer, both Parties will work together in good
faith on a deal by deal basis to perform such orders. The Parties
agree to provide each other with their own relevant scientific,
technical and commercial information, as far as this is necessary
for the proper fulfilment of the orders. Both Parties will use
their best efforts and apply their own knowledge and experience in
order to achieve the best possible result.
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(5)
It is expressly understood by and
between the Parties that a material inducement for Kraft to pay the
Royalties contemplated by Section 4(2) of this Agreement is that
the aggregate of the total Services to be provided by BudaSolar to
Kraft under this Agreement shall include the transfer to Kraft of
all knowledge, intellectual property and proprietary or
confidential software, data and other information as shall be
sufficient to enable Kraft to provide Products to its customers
following the termination of this Agreement without the assistance
of BudaSolar or its personnel.
(6)
BudaSolar shall be entitled to the
unlimited usage right of the know-how handed over to it by Kraft on
the basis of the present agreement (e.g. 2§ (1)(d)). The
Parties agree and declare that the remuneration payable to
BudaSolar as set out in the present agreement was agreed
considering the handing over of the right to use such
know-how.
§
3 Confidentiality
