SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “ Agreement ”), dated as of October 30, 2008 (the “ Signing Date ”), is made and entered into by and among:

(A)   ALGATEC SOLAR AG, a 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 (“ Algatec ”) and having its registered office ( Sitz ) in Röderland, Germany;

(B)   MR. RAINER RUSCHKE , an individual (“ Ruschke” ), born on February 16, 1959, with address at Hauptstrasse 37, 04932 Röderland OT Prösen, Germany;

(C)   MR.   ULLRICH JANK, an individual ( Jank ”), born on May 20, 1970, with address at Neue Strasse 12, 01945 Arnsdorf, Germany;

(D)   DR. STEFAN MALIK , an individual (“ Malik ”), born on December 20, 1960, with address at Südliche-Hauptstrasse 23, 83700 Rottach-Egern, Germany;

(E)   MR.   ANDRE FREUD , an individual (“ Freud ”), with address at Engelhardsgasse 2, 90402 Nürnberg, Germany ;

(F)   MR.   ROLAND RICHTER, ESQ. , individual (the “ Trustee ”), born on November 27, 1947, with address at Schweinfurter Strasse 4, 01609 Nauwalde, Germany, an attorney and counselor at law, acting as trustee for Ruschke; and

(G)   ALGATEC EQUITY PARTNERS, L.P., a United States limited Partnership formed under the laws of the State of Delaware (the “ Partnership ”), with an office located at 25 Highland Boulevard, Dix Hills, New York 11746.

Ruschke, Jank, Malik and Freud are hereinafter sometimes collectively referred to as the “ Management Stockholders .” The Management Stockholders, the Trustee and the Partnership are hereinafter sometimes individually referred to herein as a “ Party ” and collectively referred to herein as the “ Parties .”

As a material inducement for the Partnership to enter into this Agreement and to consummate the transactions contemplated hereby, the Management Stockholders make the following factual Recitals A. through P. below, each of which recitals constitutes a representation and warranty of the Management Stockholders in accordance with this Agreement and subject to the limitations and qualifications set forth herein.

A.   Algatec is   a 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 ( Sitz ) in Röderland, Germany. The articles of association of Algatec, as in effect on the Signing Date, are attached as Exhibit A/1 (the “ Algatec Articles of Association ”) and an, as of the Effective Date, current excerpt of Algatec’s commercial register is attached to this Agreement as Exhibit A/2 .

B.   As of the Signing Date, Algatec has a registered share capital in the amount of €50,000, which is divided into 50,000 no par-value bearer shares ( Inhaber/-Stückaktien ) each representing a notional participation of EUR 1 (herein collectively the “ Algatec Shares ” and each an “ Algatec Share ”).

C.   The Management Stockholders and the Trustee are the sole shareholders of Algatec and are the record and (except for the Trustee) beneficial owners of the Algatec Shares, as follows:

D.   As of the Signing Date, the Trustee holds the 56% of the registered Algatec Shares which are held by him on behalf of Ruschke.

E.   As of the Signing Date, the supervisory board ( Aufsichtsrat ) of Algatec (the “ Algatec Supervisory Board ”) consists of three supervisory board members, namely Mr. Frank Simon, Mr. Hartmut Suppert and the Trustee and the management board ( Vorstand )   of Algatec (the “ Algatec Management Board ”) consists of Messrs. Ruschke, Jank and Malik, provided that the appointment of the members of the Algatec Management Board has not yet been registered in Algatec’s commercial register.

F.   As of the Signing Date, Trend Capital GmbH & Co Algatec Solarwerke Brandenburg KG is a limited partnership ( Kommanditgesellschaft ) organized under the laws of Germany, registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Cottbus under registration number HRA 1686 CB (“ Trend Capital KG ”) and having its registered office ( Sitz ) in Elsterwerda, Germany. The partnership agreement of Trend Capital KG, as in effect on the Signing Date, is attached as Exhibit F/1 and an, as of the Signing Date, current excerpt of Trend Capital KG’s commercial register is attached to this Agreement as Exhibit F/2 .

G.   Trend Capital KG is, as of the Signing Date, engaged in the business of manufacturing, assembling and selling metallurgical crystalline silicon solar panels or modules and other forms of solar panels or modules on an OEM and a non-OEM basis throughout the world (the “ Business ”)

H.   As of the Signing Date, (i) the sole limited partner ( Kommanditist )   of Trend Capital KG is N&S Verwaltungs- und Beteiligungs GmbH , a limited liability company ( Gesellschaft mit beschränkter Haftung ) organized under the laws of Germany, registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Gütersloh under registration number HRB 4421 (the “ Trend Capital Limited Partner ”) and having its registered office ( Sitz ) in Gütersloh, Germany, and (ii) the sole general partners ( Komplementäre ) of Trend Capital KG are (x) Algatec Solarwerke Brandenburg GmbH , a limited liability company ( Gesellschaft mit beschränkter Haftung ) organized under the laws of Germany, registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Cottbus under registration number HRB 7319 CB and having its registered office ( Sitz ) in Elsterwerda, Germany, and (y) Trend Capital Unternehmensberatung für Finanzen und Immobilien GmbH a limited liability company ( Gesellschaft mit beschränkter Haftung ) organized under the laws of Germany, registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Mainz under registration number HRB 8290 and having its registered office ( Sitz ) in Mainz, Germany (such general partners collectively referred to herein as the “ Trend Capital General Partners ”);

I.   As of the Signing Date, Algatec and the Trend Capital Limited Partner are party to a Kaufvertrag über den Erwerb eines Kommanditanteils (Purchase Agreement for the Acquisition of a Limited Partner Interest) dated August 28, 2008 (deed-roll no. 671/2008 of notary Dr. Klaus Kaminski/Gütersloh), a copy of which (together with an approval ( Genehmigung ) of such agreement by the Algatec Management Board)   is attached as Exhibit I (the “ Trend Capital Interest Purchase Agreement ”), pursuant to which the Trend Capital Limited Partner has agreed to sell and transfer to Algatec all, and not less than all, of its limited partnership interests in Trend Capital KG, namely an interest in the nominal amount of €2,513,500 (the “ Trend Capital Limited Partner’s Interest ”), for an aggregate purchase price in the amount of €4,881,219 (the “ Trend Capital Limited Partnership Purchase Price ”); which Trend Capital Limited Partnership Purchase Price is payable in two installments, namely:

(i)   a first installment in the amount of €2,500,000 which is due and payable (as a result of an additional delay for payment granted by the Trend Capital Limited Partner to Algatec in deviation from the terms of the Trend Capital Interest Purchase Agreement) at the latest on October 31, 2008 (the “ Trend Capital First Installment ”) and

(ii)   a second installment in the amount of €2,381,219 which is due and payable on February 29, 2008 (the “ Trend Capital Second Installment ”).

J.   The Trend Capital Limited Partner’s Interest represents 100% of all limited partners interests in Trend Capital KG.

K.   As of the Signing Date, Algatec has already paid to the Trend Capital Limited Partner a partial amount of the Trend Capital First Installment equal to € 1,100,000 (the “ Trend Capital First Installment Down-Payment ”) but still owes the remainder in the amount of € 1,400,000 (the “ Trend Capital First Installment Outstanding Amount ”). As a result, the in rem transfer of the Trend Capital Limited Partner’s Interest by the Trend Capital Limited Partner to Algatec, which was under the Trend Capital Interest Purchase Agreement made subject to the condition precedent of the full payment of the Trend Capital First Installment has not yet occurred. The funds for the Trend Capital First Installment Down-Payment were lent to Algatec (i) in an amount of € 1,000,000 by Mr. Frank Simon (the “ Simon Loan ”) and (ii) in an amount of € 100,000 by Malik (the “ Malik Loan ”)

L.   Following receipt of the Trend Capital First Installment Outstanding Amount by the Trend Capital Limited Partner, the transfer and assignment to Algatec of all, and not less than all, of the Trend Capital Limited Partner’s Interest, will become effective and Algatec will become the sole limited partner of Trend Capital KG. In addition, subject to Algatec having become the sole limited partner of Trend Capital KG as aforesaid, the Trend Capital General Partners will (pursuant to the agreements attached as Exhibit D ) withdraw from Trend Capital KG.

M.   As a result of consummation of the transactions contemplated by Paragraph L above, following the transfer of the Trend Capital Limited Partner’s Interest to Algatec and the withdrawal of the Trend Capital General Partners, all assets and liabilities pertaining to Business will be legally and validly transferred to Algatec by means of accrual ( Anwachsung ) (the transfer and assignment of the Trend Capital Limited Partner’s Interest to Algatec, the withdrawal of the Trend Capital General Partners and the accrual of the Business to Algatec is herein collectively referred to as the “ Business Transfer ”);

N.   As of the Signing Date, Algatec (as purchaser) and GB Grundbesitz Brandenburg GmbH (as seller) are party to a real estate purchase agreement dated October 23, 2008 (deed-roll no. 1290/2008 of notary Sabine Taugnitz/Riesa), a copy of which   is attached as Exhibit N   (the “ Real Estate Purchase Agreement ”), relating to the real estate set forth therein in Prösen, Germany, (the “ Prösen Real Estate ”). Pursuant to the Real Estate Purchase Agreement, GB Grundbesitz Brandenburg GmbH has agreed to sell the Prösen Real Estate to Algatec for a purchase price equal to €530,000 (the “ Real Estate Purchase Price ”), which is payable in twelve instalments (the first instalment being due on November 1, 2008 and any further instalment being due on the first day of the respective following month), provided that the in rem transfer of ownership of the Prösen Real Estate to Algatec shall become effective only after full payment of the Real Estate Purchase Price by Algatec.

O.   As of the Signing Date, Algatec is a party to a share purchase agreement dated October 28, 2008 (deed-roll no. 1304/2008 of notary Sabine Taugnitz/Riesa), a copy of which   is attached as Exhibit O , relating to the acquisition by Algatec of all of the issued and outstanding shares of SOLAR INVEST GMBH, a limited liability company ( Gesellschaft mit beschränkter Haftung ) organized under the laws of Germany, registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Cottbus under registration number HRB 6628 CB (“ Solar Invest ”). As of the Signing Date, the assignment of all shares in Solar Invest to Algatec has not yet become effective, since the Trustee acted under such share purchase agreement as unauthorized agent ( Vertreter ohne Vertretungsmacht )   of Mr. Harald Engel (holding one share in the nominal amount of €11,850 out of the registered capital of Solar Invest in the total amount of €50,000 and being one of the sellers under such share purchase agreement) and since Mr. Harald Engel has, as of the Signing Date, not yet approved of such agreement.

P.   As of the Signing Date, (i) Algatec has placed a purchase order with KOMAX GROUP AG (“ Komax ”), dated [●], a true and complete copy of which has been furnished to the Partnership for the purchase of certain equipment (the “ Komax Purchase Order ”), and (ii) is party to a Frame Contract No. ALG/2009, dated September 25, 2008 with Q-CELLS INTERNATIONAL GMBH (“ Q-Cells ”), a true and complete copy of which   has been furnished to the Partnership, for the sale of solar modules to Q-Cells (the “ Q-Cells Agreement ”).

Q.   The business of Algatec resulting from (i) the Business Transfer and (ii) the transfer of the shares in Solar Invest is herein referred to as the “ Algatec Business ”.

R.   Upon the terms and subject to the conditions set forth in this Agreement:

(a)   the Partnership is willing to acquire for an aggregate purchase price of € 24,500 such amount and number of Algatec Shares as shall represent exactly forty-nine percent (49%) of the issued and outstanding share capital of Algatec (namely 46% from the Trustee (on behalf of Ruschke) and 3% from Malik) namely through (i) on or about October 30, 2008, an acquisition from the Trustee of such amount and number of Algatec Shares as shall represent exactly 27.5% of the of the issued and outstanding share capital of Algatec for a purchase price of €13,750 and (ii) on or about November 30, 2008, an acquisition from the Trustee and Malik of such amount and number of Algatec Shares as shall represent exactly 21.5% of the of the issued and outstanding share capital of Algatec for an aggregate purchase price of €10,750. The Trustee (on behalf of Ruschke) and Malik are willing to sell such amount and number of Algatec Shares to the Partnership, and

(b)   the Partnership is willing to provide to Algatec an aggregate of at least €4,475,500 through (i) on or about October 30, 2008, a contribution by the Partnership to the capital reserves of Algatec in the amount of at least €2,475,000 (the “ Capital Contribution Amount ”)   for no additional consideration and (ii) on or about November 30, 2008 a loan by the Partnership to Algatec (the “ Loan ”) in the principal amount of at least €2,000,000 (bearing interest at a rate of 6% per annum) (the “ Loan Amount ”); which Loan Amount shall be due on the earlier to occur of (y) consummation of the “ Algatec Financing” (as hereinafter defined), or (z) December 31, 2011. The Loan shall be evidenced by the agreement between the Partnership and Algatec dated the Signing Date in the form of Exhibit R annexed hereto (the “ Loan Agreement ”).

S.   Algatec shall use the proceeds of the Capital Contribution amount and the Loan Amount only for the following purposes:

(a)   the proceeds from the Capital Contribution Amount shall be used to make the payment of the Trend Capital First Installment Outstanding Amount and repay in full the Simon Loan and the Malik Loan; and

(b)   the proceeds from the Loan, together with other funds available to Algatec, in order to pay in full the balance of the Trend Capital Limited Partner’s Purchase Price by prepayment of the Trend Capital Second Installment.

T.   Contemporaneous with the execution and delivery of this Agreement, Solar Thin Films, Inc. , a United States Delaware corporation (“ Solar Thin ”) and each of the Parties hereto are executing and delivering a Stock Exchange Agreement in the form of Exhibit T annexed hereto and made a part hereof (the “ Stock Exchange Agreement ”), pursuant to which, among other things, the Algatec Stockholders (as hereinafter defined) have agreed (subject to the terms and conditions contained in such Stock Exchange Agreement) to exchange 100% of the issued and outstanding share capital of Algatec for 50,000 shares of Solar Thin “Series B-5 Preferred Stock” of Solar Thin (as that term is defined in the Stock Exchange Agreement) convertible into that number of shares of common stock of Solar Thin as shall represent 60% of the “Fully-Diluted Common Stock” of Solar Thin (as that term is defined in the Certificate of Designations of the Series B-5 Preferred Stock, constituting Exhibit A to the Stock Exchange Agreement);

NOW THEREFORE , based upon the foregoing Recitals, the Parties hereto do each severally (and not jointly) hereby agree as follows:

1.   Definitions .   In this Agreement, the following capitalized terms shall have the meanings set forth below.

Algatec Supervisory Board - shall have the meaning as defined in Recitals E.

Audited Financial Statements - shall have the meaning as defined in Section 6.III.(h).

Breach - shall have the meaning as defined in Section 10(b)(i).

Business - shall have the meaning as defined in Recitals G.

Business Day - shall mean any day other than Saturday or Sunday or any other day when the banks in Frankfurt am Main, Germany, are not open for business.

Financial Statements - shall have the as meaning defined in Section 6.III.(h).

First Closing - shall have the meaning as defined in Section 2.

First Closing Conditions - shall have the meaning as defined in Section 2(a)(ii).

First Closing Date - shall have the meaning as defined in Section 4(a).

First Closing Share Purchase Price - shall have the meaning as defined in Section 4(a)(i).

First Closing Subject Shares - shall have the meaning as defined in Section 2(a)(i).

Freud - shall have the meaning as defined on the front page.

General Partner - shall mean Algatec Management LLC, a Delaware limited liability company, acting in its capacity as the General Partner of the Partnership and owning five percent (5%) of the equity, profits and losses of the Partnership.

Hazardous Materials - shall have the meaning as defined in Section 6.III.(n).

Highland Group - shall mean the collective reference to The Rubin Family Stock Trust, Sage Management LLC (“ Sage ”), Barry Pomerantz and their respective Affiliates and business associates.

Initiating Algatec Stockholders - shall have the meaning as defined in Section 9(g)(i).

Intellectual Property - shall have the meaning as defined in Section 6.III.(k).

Jank - shall have the meaning as defined on the front page.

Komax - shall have the meaning as defined in Recitals P.

Komax Purchase Order - shall have the meaning as defined in Recitals P.

Liens - shall have the meaning as defined in Section 6.III.(a).

Limited Partners - shall mean those Persons who shall execute the Partnership Agreement in their capacities as limited partners of the Partnership, which Persons shall include the Highland Group.

Liquidity Event - shall have the meaning as defined in Section 9(d).

Loan - shall have the meaning as defined in Recitals R.(b).

Loan Agreement - shall have the meaning as defined in Recitals R.(b).

Loan Amount - shall have the meaning as defined in Recitals (R.(b)).

Major Transaction - shall have the meaning as defined in Section 9(b).

Malik - shall have the same meaning as defined on the front page.

Malik Account - shall have the meaning as defined in Section 4(b)(i).

Malik Loan - shall have the meaning as defined in Recitals (K.).

Management Stockholders Employment Agreements - shall have the meaning as defined in Section 8(b)(v).

Material Adverse Effect - shall mean any material adverse effect on the business, operations, assets, financial condition or prospects of the Algatec Group, when taken as a consolidated whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith, provided, however, that none of the following shall be deemed a Material Adverse Effect (or considered in determining whether a Material Adverse Effect has occurred): (i) events or changes in general economic conditions and in particular the development of the financial and credit markets, (ii) events or changes generally affecting companies in the industries in which the Algatec Group operates, (iii) changes in legislation and the regulatory environment, and (iv) developments, changes or disruptions attributable (wholly or in part) to the announcement of this Agreement or the transactions contemplated hereby or to any action by the Partnership or Solar Thin.

Material Contracts - shall have the meaning as defined in Section 6.III.(r).

Offered Shares - shall have the meaning as defined in Section 9(e).

Offerees - shall have the meaning as defined in Section 9(e).

Partnership - shall have the meaning as defined on the front page.

Party - shall have the meaning as defined on the front page.

Parties - shall have the meaning as defined on the front page.

Permits - shall have the meaning as defined in Section 6.III.(m).

Permitted Transfer - shall mean the Transfer by (i) the Trustee of Algatec Shares to any Management Stockholder, (ii) any Management Stockholder of Algatec Shares to his spouse, children or trust for the benefit of any of such Persons, or a legal Person which is ultimately directly or indirectly controlled by all or some of the Management Stockholders, or (iii) a Transfer by the Partnership of any of the Subject Shares to any Limited Partner(s) or the General Partner of the Partnership or their Affiliates; provided, that, and as long as (A) the General Partner or such Affiliate is ultimately directly or indirectly controlled by Robert M. Rubin or Scott Galin, and (B) until the occurrence of the transactions contemplated by the Stock Exchange Agreement or another Liquidity Event, the voting of any Subject Shares transferred to any Limited Partner or his or its Affiliate shall remain vested in Robert M. Rubin or Scott Galin and can be exercised by them in their sole discretion; and provided further, that, in each case, the applicable transferee(s) shall execute a document reasonably satisfactory to the Management Stockholders and the Partnership agreeing to be bound by all of the terms and conditions of Section 9 of this Agreement.

Person - shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity, government agency or organization.

Proposed Transferee - shall have the meaning as defined in Section 9(e).

Prösen Real Estate - shall have the meaning as defined in Recitals N.

Purchaser - shall have the meaning as defined in 9(f)(ii).

Q-Cells - shall have the meaning as defined in Recitals P.

Q-Cells Agreement - shall have the meaning as defined in Recitals P.

Real Estate Purchase Agreement - shall have the meaning as defined in Recitals N.

Real Estate Purchase Price - shall have the meaning as defined in Recitals N.

Ruschke - shall have the meaning as defined on the front page.

Second Closing - shall have the meaning as defined in Section 2.

Second Closing Conditions - shall have the meaning as defined in Section 2(b)(ii).

Second Closing Date - shall have the meaning as defined in Section 4(b).

Second Closing Subject Shares - shall have the meaning as defined in Section 2(b)(ii).

Selling Party - shall have the meaning as defined in Section 9(f)(i).

Simon Loan - shall have the meaning as defined in Recitals K.

Solar Invest - shall have the meaning as defined in Recitals O.

Solar Thin - shall have the meaning as defined in Recitals T.

Stock Exchange Agreement - shall have the meaning as defined in Recitals T.

Subject Shares - shall mean the First Closing Subject Shares and the Second Closing Subject Shares collectively, representing such amount and number of Algatec Shares sold to the Partnership under this Agreement as shall represent exactly forty-nine percent (49%) of the issued and outstanding share capital of Algatec, after giving effect to (i) such purchase by the Partnership, and (ii) the potential issuance of any additional Algatec Shares under any options, warrants or other rights to purchase Algatec Shares or any other loans (but excluding the Loan), preferred stock or other securities convertible into or exchangeable for Algatec Shares, that are or may be outstanding as at the First Closing Date or the Second Closing Date.

Subsidiary - shall mean any Person, a majority of the share capital or equity of which shall be owned by another Person.

Tag-Along Algatec Stockholder - shall have the meaning as defined in Section 9(f)(i).

Tag-Along Notice - shall have the meaning as defined in Section 9(f)(i).

Third Party - shall have the meaning as defined in Section 9(g)(i).

Trend Capital First Installment - shall have the meaning as defined in Recitals I.

Trend Capital First Installment Down-Payment - shall have the meaning as defined in Recitals K.

Trend Capital First Installment Outstanding Amount - shall have the meaning as defined in Recitals K.

Trend Capital Second Installment - shall have the meaning as defined Recitals I

Trend Capital General Partners - shall have the meaning as defined in Recitals H.

Trend Capital Interest Purchase Agreement - shall have the meaning as defined in Recitals I.

Trend Capital KG - shall have the meaning as defined in Recitals F.

Trend Capital Limited Partner - shall have the meaning as defined in Recitals H.

Trend Capital Limited Partner`s Interest - shall have the meaning as defined in Recitals I.

Trend Capital Limited Partnership Purchase Price - shall have the meaning as defined in Recitals I.

Trustee - shall have the meaning as defined on the front page.

Trustee Account - shall have the meaning as defined in Section 4(a)(i).

Unaudited Financial Statements - shall have the meaning as defined in Section 6.III.(h).

2.   Sale of and Transfer of Subject Shares.

a.   Sale and Assignment of First Closing Subject Shares . Subject to the terms and conditions set forth in this Agreement:

(i)   The Trustee hereby sells a total of thirteen thousand seven hundred and fifty (13,750) Algatec Shares representing 27.5% of the issued and outstanding share capital of Algatec (the “ First Closing Subject Shares ”), with any and all rights pertaining thereto (including any and all profits of Algatec for the current fiscal year and for former fiscal years, to the extent such profits have not yet been distributed) to the Partnership.

(ii)   The Trustee hereby assigns ( abtreten ) the First Closing Subject Shares to the Partnership, subject to the satisfaction of the following conditions precedent ( aufschiebende Bedingung ) (the “ First Closing Conditions ”) that

(A)   the First Closing Share Purchase Price (as defined below) has been credited to the Richter Account (as defined below), and

(B)   the Capital Contribution has been credited to the Algatec Account (as defined below).

(iii)   The Partnership accepts the sale and assignment set forth under (i) and (ii).

(iv)   Upon satisfaction of the First Closing Conditions, the Trustee shall confirm such satisfaction to the Partnership in writing and deliver (or cause Algatec to deliver) to the Partnership a share certificate evidencing the Partnership’s ownership of the First Closing Subject Shares.

b.   Sale and Assignment of Second Closing Subject Shares . Subject to the terms and conditions set forth in this Agreement:

(i)   The Trustee hereby sells nine thousand two hundred and fifty (9,250) Algatec Shares and Malik hereby sells one thousand five hundred (1,500) Algatec Shares, representing in the aggregate 21.5% of the issued and outstanding share capital of Algatec (such Subject Shares collectively the “ Second Closing Subject Shares ”), in each case with any and all rights pertaining thereto (including any and all profits of Algatec for the current fiscal year and for former fiscal years, to the extent such profits have not yet been distributed) to the Partnership.

(ii)   Each of the Trustee and Malik hereby assign ( abtreten ) the respective Second Closing Subject Shares sold by them to the Partnership, in each case subject to the satisfaction of the following conditions precedent ( aufschiebende Bedingung ) (the “ Second Closing Conditions ”) that

(A)   the First Closing Conditions have been satisfied,

(B)   the Second Closing Share Purchase Price (as defined below) has been credited to the Richter Account (as defined below) and the Malik Account as set forth below, and

(B)   the Loan Amount has been credited to the Algatec Account (as defined below).

(iii)   The Partnership accepts the sale and assignment set forth under (i) and (ii).

(iv)   Upon satisfaction of the Second Closing Conditions, the Trustee and Malik (each with respect to the portion of the Second Closing Subject Shares sold by him) shall confirm such satisfaction to the Partnership in writing and deliver (or cause Algatec to deliver) to the Partnership a share certificate evidencing the Partnership’s ownership of the Second Closing Subject Shares.

c.   Authorization and Direction for Sale and Transfer . Algatec’s shareholders’ meeting has authorized the sale and assignment of the Subject Shares in accordance with the applicable provisions of the Algatec Articles of Association. A copy of the shareholders’ meeting’s resolution is attached as Exhibit 2c./1 Ruschke, by signing this Agreement, expressly authorizes and instructs the Trustee to sell and transfer those of the Subject Shares which are being sold under this Agreement by the Trustee to the Partnership. Moreover, the Management Stockholders have delivered to the Partnership a document executed by Frank Simon and Ruschke in the form annexed hereto as Exhibit 2c./2 and made a part hereof.

d.   Waiver of Closing Conditions. The Management Stockholders shall be entitled to waive each and part of each of the First Closing Conditions and the Second Closing Conditions. The effect of a waiver shall be limited to eliminating the need that the respective condition be satisfied for the assignment of the respective Subject Shares to become effective but shall nor limit or prejudice the rights or claims that the Management Stockholders may have with respect to the circumstances relating to such non-satisfaction.

e.   Non-satisfaction of Closing Conditions.  

(i)   In the event that the First Closing Conditions have not been satisfied by the Partnership (or waived by the Management Stockholders), within three (3) Business Days following the First Closing Date, the Management Stockholders may withdraw from this Agreement by giving written notice to the Partnership. In the event of such a withdrawal, this Agreement shall terminate and neither the Management Stockholders nor the Partnership shall have any obligation or incur any liability towards the respective other Party, except that Section 11 and 12 of this Agreement shall survive and remain in full force and effect.

(ii)   In the event that the Second Closing Conditions have not been satisfied by the Partnership (or waived by the Management Stockholders) within three (3) Business Days following the Second Closing Date, the Management Stockholders may withdraw from the sale of the Second Closing Subject Shares by giving written notice to the Partnership. In the event of such a withdrawal, the provisions relating to the sale and transfer of the Second Closing Subject Shares shall terminate and neither the Management Stockholders nor the Partnership shall have any obligation or incur any liability towards the respective other Party with respect to the Loan or the Second Closing Subject Shares. The remainder of this Agreement shall survive and remain in full force and effect.

3.   Related Agreements

4.   Consideration for Subject Shares; Capital Contribution and Loan

a.   First Closing . Unless such time and date shall be extended by mutual agreement of the Partnership and the Management Stockholders, on or before 5:00 p.m. (CET time) on October 31, 2008 (the “ First Closing Date ”) the Partnership shall pay (or cause to be paid) by wire transfer of immediately available funds, free of bank and other charges, to be received ( Wertstellung ) at such time and date,,

(i)   as consideration for the sale and assignment of the First Closing Subject Shares, an amount equal to €13,750 (the “ First Closing Share Purchase Price ”) to the account of the Trustee in accordance with the wire instructions set forth in Exhibit 4.(a) (the “ Trustee Account ”); and

(ii)   the Capital Contribution Amount ( i.e. , €2,475,000) to the account of Algatec in accordance with the wire instructions set forth in Exhibit 4.(a) (the “ Algatec Account ”).

b.   Second Closing . Unless such time and date shall be extended by mutual agreement of the Partnership and Algatec, on or before 5:00 p.m. (CET) on November 30, 2008 (the “ Second Closing Date ”), the Partnership shall pay (or cause to be paid) by wire transfer of immediately available funds, free of bank and other charges, to be received ( Wertstellung ) the latest at such time and date

(i)   as consideration for the sale and assignment of the Second Closing Subject Shares an amount equal to €9,250 to the Trustee Account and an amount equal to €1,500 to the account of Malik set forth in Exhibit 4.(a) (the “ Malik Account ”) (such amounts herein collectively the “ First Closing Share Purchase Price ”); and

(ii)   the Loan Amount ( i.e. , €2,000,000) to the Algatec Account.

c.   Funds .   Funds to be wired by the Partnership in accordance with this Section 4 may be wired in United States Dollars on each of the First Closing Date and the Second Closing Date. Such funds may be wired from the attorneys’ client trust account of Hodgson Russ LLP, counsel to the Partnership at any time on or before the expiration of the First Closing Date and the Second Closing Date. Unless otherwise agreed by Algatec, at the First Closing, the Partnership shall cause to be wired the aggregate sum of USD $3,200,000 on the First Closing Date, and USD $2,800,000 on the Second Closing Date; provided, that in no event shall the funds received (after conversion at the applicable exchange rate) be less than the EURO amounts set forth in Section 4a and Section 4b above.

5.   Representations and Warranties of the Partnership . The Partnership represents and warrants to the Management Stockholders in the form of an independent promise of guarantee ( selbständiges Garantieversprechen )   within the meaning of Section 311 of the German Civil Code ( BGB ) that the following statements are true and correct as of the Signing Date, the First Closing Date and the Second Closing Date, unless it is specifically provided for that a representation shall be made as of only one or several of these dates or a different date or different dates or an additional date or additional dates, in which case the representation shall be true and correct as of such different date or dates or such additional date or dates:

a.   Authorization . The Partnership has full power and authority to enter into this Agreement, the Stock Exchange Agreement and the Loan Agreement and to perform its obligations hereunder and thereunder and each such agreement constitutes the valid and legally binding obligations of the Partnership enforceable in accordance with its terms.

b.   Partnership Structure . Under its agreement of limited partnership (“Partnership Agreement”), the General Partner shall own, for an investment of USD $165,000, five percent (5%) of the capital, profits and losses of the Partnership and the Limited Partners shall own, for an investment of USD $6,000,000, ninety five percent (95%) of the capital, profits and losses of the Partnership. A list of the Affiliates of the General Partner and the names of the Limited Partners of the Partnership are set forth on Exhibit 5.(b) ; which Exhibit 5.(b) shall be updated at the First Closing and at the time of the Second Closing.

c.   Investment Purpose . The Partnership is purchasing the Subject Shares for its own account and not with a present view towards the public sale or distribution thereof; provided, however, that by making the representations herein, the Partnership does not agree to hold any of the Subject Shares for any minimum or other specific term and reserves the right to dispose of the Subject Shares at any time to its General Partner or the Limited Partners; provided, that at all times any such transfers shall be permitted only if they are Permitted Transfers and otherwise made in compliance with the terms of this Agreement.

d.   Accredited Partnership Status . The Affiliates of the General Partner and each of the Limited Partners of the Partnership is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act (an “ Accredited Investor ”).

e.   Information . The Partnership and its advisors, if any, have had the opportunity to ask questions to the management of the Algatec, Trend Capital KG and Solar Invest and have been furnished with all information relating to their business, finances and operations and information relating to the offer and sale of the Subject Shares which have been requested by the Partnership or its advisors (the written and oral information so provided to the Partnership herein referred to as the “ Due Diligence Information ”). The Partnership understands that its investment in the Subject Shares, the making of the Capital Contribution and the grant of the Loan involve a significant degree of risk. The Partnership further represents that the Partnership’s decision to enter into this Agreement has been based solely on the independent evaluation of the Partnership and its representatives.

f.   Governmental Review . The Partnership understands that no German or United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Subject Shares or in respect of the Capital Contribution and the grant of the Loan.

g.   Investment by Highland Group . On the First Closing Date, the Highland Group shall have invested $165,000 in the General Partner and an additional USD $2,500,000 in the Partnership as Limited Partners and upon the same terms and conditions as other Limited Partners of the Partnership. On the Signing Date, the Highland Group has, subject to the satisfaction of the other terms and conditions of this Agreement, committed to make such investment.

h.   Residency . The Partnership is a resident of the State of Delaware, United States of America.

i.     Algatec Financing .   The Partnership and its Affiliates shall use their collective best efforts (but without being legally obligated in any manner) to locate one or more acceptable financing sources and to assist Algatec to consummate the Algatec Financing. Except for the payment of brokerage fees and commissions to investment bankers and finders fees to Persons who are legally entitled to receive the same, neither the General Partner, the Limited Partners nor their Affiliates shall be entitled to compensation for introducing Algatec to any financing source. The Partnership understands that Algatec and the Management Stockholders will not be liable towards any investment bankers or other Persons with respect to the transactions contemplated under this Agreement, the Stock Exchange Agreement and the Loan Agreement or any search for financing source, except where they have specifically agreed to the contrary in writing.

6.   Representations and Warranties of the Trustee, Algatec and the Management Stockholders  

I.   By the Trustee .   The Trustee represents and warrants to the Partnership only that the Trustee is the legal owner of those of the Subject Shares which are being sold by him under this Agreement to the Partnership. He is holding such shares for the sole benefit of Ruschke in accordance with a verbal trust agreement. The Trustee makes no other representations or warranties under this Agreement or otherwise.

II.   By Algatec . Algatec makes no representations or warranties under this Agreement or otherwise. Algatec is party to this Agreement for information purposes only.

III.   By the Management Stockholders

Subject to the limitations, qualifications and disclosures set forth in this Agreement and its Exhibits and the disclosures in the Due Diligence Information, the Management Stockholders severally (not jointly and severally) represent and warrant to the Partnership in the form of an independent promise of guarantee ( selbständiges Garantieversprechen )   within the meaning of Section 311 of the German Civil Code ( BGB ) that the following statements are true and correct on each of the Signing Date, the First Closing Date and the Second Closing Date, unless it is specifically provided for that a representation shall be made as of only one or several of these dates or a different date or different dates or an additional date or additional dates, in which case the representation shall be true and correct as of such different date or dates or such additional date or dates.

For the purposes of this Agreement, “to the knowledge of the Management Stockholders” (or similar expressions) means the actual knowledge ( positive Kenntnis ), after due inquiry, of the Management Stockholders. Unless contrary information is furnished by the Management Stockholders prior to the First Closing Date or the Second Closing Date, as applicable, the representations and warranties that are made subject “to the knowledge of the Management Stockholders” s