FORM OF SHAREHOLDERS' AGREEMENT

THIS SHAREHOLDERS’ AGREEMENT (the “ Agreement ”) is made and entered into on _______ __, 2008 by and among STF TECHNOLOGIES LTD. (f/k/a Kraft Elektronikai Zrt) , a Hungarian corporation (the “ Company ”), and the shareholders of the Company (each a “ Shareholder ” and collectively the “ Shareholders ”) who are listed (together with their Affiliates) on Schedule A attached hereto, and any other person(s) or entity(ies) who may hereafter become a party to this Agreement.

WHEREAS , the Shareholders are the owners of 100% of the common shares and equity of the Company (the “ Share Capital ”), as set forth on Schedule A ; and

WHEREAS , the Company and the Shareholders wish to enter into this Agreement to document their agreement and understanding regarding certain restrictions and controls on the Company and the Share Capital; and

WHEREAS, except with respect to the Stock Exchange Agreement and any document executed pursuant thereto, this Agreement and the terms and covenants contained herein shall supersede and take precedence to similar terms and covenants set forth in any other agreement between the Company and its Shareholders, including, without limitation, any stock purchase agreement or founders stock purchase agreement (collectively, the “ Prior Agreements ”).

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.1   Capitalized terms not otherwise defined in this Section 1.1 or elsewhere in this Agreement shall have such definition as set forth in the Stock Exchange Agreement. In addition, as used in this Agreement the following terms shall have the following respective meanings:

(a)   “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, all directors and officers of such Person), controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of Section 2.10 ( Drag-Along Rights ) each director, shareholder, general partner, member, officer and employee (to the extent applicable) of a Person or the spouse or children of any such director, shareholder, general partners, member, officer or employee or a trust of trusts solely for the benefit of such director, shareholder, general partner, member, officer or employee and/or the spouse or children of such director, shareholder, general partner, member, officer or employee shall, in each case, be deemed to be an Affiliate.

(b)   " Connected Person " means any company controlled by or affiliated with Solar Thin Films, Inc. ("STF") the parent of the Company and any Person employed by STF or any company controlled by or affiliated with STF.

(c)   “ Articles of Incorporation ” means the articles of incorporation or memorandum of association representing the formation documents of the Company.

(d)   "Excess Cash" means, at the end of any financial year of the Company and its Subsidiaries, the aggregate amount of cash and marketable securities that are retained by the Company and its Subsidiaries which is in excess of the aggregate amount of funds required for the working capital needs of the Company and its Subsidiaries, the purchase or lease of capital equipment and other related expenditures that are anticipated in good faith by the Board of Directors of the Company to be required by the Company and its Subsidiaries for the next succeeding financial year.

(e)   “ Gross Profit Margin ” means the net selling price of the applicable PV Equipment, less “cost of good sold,” as that term is defined under United States generally accepted accounting principles (“ US GAAP ”).

(f)   "Liquidity Event" means an initial public offering of the Shares (IPO)

(g)   “ Offerees ” means (i) the Company, and (ii) each of the Shareholders, excluding any Shareholder who has caused or initiated the event that results in the offer of the Shares to the Offerees hereunder. Offerees who are Shareholders are sometimes referred to herein as “ Shareholder Offerees .”

(h)   “ Permitted Transfer ” shall have the meaning set forth in Section 2.1(c) of this Agreement..

(i)   PV Equipment ” means the machinery, equipment, software and computer hardware required to be installed at a PV Facility to enable a Person to manufacture and produce PV Modules.

(j)   “ PV Facility ” means a turn-key manufacturing facility including PV Equipment, converters, land and building to enable a Person to produce PV Modules.

(k)   “ PV Modules ” means amorphous silicon (“ aSi ”) photovoltaic solar panels or modules capable of producing solar power.

(l)   “ Qualified Appraisers ” means any recognized investment bank or business appraisal company selected by the Board of Directors of the Company who has not previously rendered financial or business appraisal services to Solar Thin or who is otherwise acceptable to Istvan Krafcsik.

(m)   “ Shares ” means and includes all shares of Share Capital now owned or hereafter acquired by any Shareholder. For purposes of this Agreement, all of the Shares of Share Capital that a Shareholder has a right to acquire from the Company upon conversion, exercise or exchange of any of the securities of the Company then owned by such Shareholder shall be deemed Shares then owned by such Shareholder; provided, however , that for purposes of this Agreement any “Buyer Preference Shares” that may be issued pursuant to Section 2.2 of the Stock Exchange Agreement shall not be deemed to be Shares of Share Capital.

(n)   “ Share Capital ” means and includes all issued and outstanding common shares and equity of the Company and all other securities of the Company which may be issued in exchange for or in respect of shares of Share Capital (whether by way of stock split, stock dividend, combination, reclassification, reorganization, or otherwise) ; provided, however , that for purposes of this Agreement any “Buyer Preference Shares” that may be issued pursuant to Section 2.2 of the Stock Exchange Agreement shall not be deemed to be Shares of Share Capital..

(o)   “ Solar Thin ” means Solar Thin Films, Inc., a Delaware corporation and one of the Shareholders.

(p)   “ Stock Exchange Agreement ” means that certain stock exchange agreement, dated as of September 29, 2008, by and among the Company, Solar Thin Films, Inc., BudaSolar Technologies Co., Ltd., Krafcsik Horvath Holding Ltd., Istvan Krafcsik and Attila Horvath.

(q)   " Triggering Date ” shall mean (i) for Section 2.2(a), the date of the selling Shareholder’s death; (ii) for Section 2.3, the date of the occurrence of an event of insolvency; and (iii) for Section 2.4, the date that the Offer (as defined in Section 2.4(a)) is delivered to the Offerees.

Section 2.1     General Restriction Against Transfer; Permitted Transfers .

(a)   Each Shareholder covenants and agrees that, except as specifically set forth in this Article 2 and subject to Section 2.1(b), neither such Shareholder nor such Shareholder’s legal representatives or successors shall sell, donate, assign as collateral, pledge, hypothecate, mortgage, encumber, allow to be encumbered, transfer or otherwise dispose of in any manner whatsoever (each, a “ Transfer ”) any Shares.

(b)   Any attempt to Transfer or to agree to Transfer any Shares in contravention of the provisions of this Agreement shall be void and shall have no effect. Compliance with the provisions of this Agreement shall be a condition precedent to the recording or documentation of any Transfer of any Shares in the books and records of the Company.

(c)   Notwithstanding any of the restrictions on Transfer of the Shares contained in this Agreement, Transfers of any Shares of the Shareholders to any Affiliate or member of the family of any Shareholder, including, without limitation, a Transfer of Shares to a trust for the benefit of any of them, shall be permitted (each a “ Permitted Transfer ”); provided, however , that (i) any Shares so Transferred shall continue to be subject to the restrictions of this Agreement, (ii) such Transfer does not violate any of the provisions of this Agreement, and (iii) such Transfer shall not be effective until the transferee executes and delivers an agreement in the form supplied by the Company whereby such transferee agrees to become a party to this Agreement and to be bound by each of the terms and conditions of this Agreement. As used herein, the word “ family ” shall mean any spouse, lineal ancestor or descendant, adoptee, brother or sister.

(d)   Each Shareholder hereby agrees that, during the period of duration specified by the Company and any underwriter, investment banker or nominated advisor of Share Capital or other securities of the Company following the effective date of a registration statement of the Company filed under the United Securities Act of 1933, as amended, or the listing of any Share Capital of the Company on any European Union securities exchange, if any, such Shareholder shall not, to the extent requested by the Company and such underwriter, investment banker or nominated advisor, Transfer any securities of the Company held by it at any time during a period of up to twelve (12) months following the effective date of such registration statement or listing of Share Capital on any European Union securities exchange (as the case may be). In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares of each such Shareholder until the end of such period.

Section 2.2   Effect of Death .

(a)   Upon the death of a Shareholder, that Shareholder’s legal inheritor may, but shall not be required to, within forty-five (45) days after its legal appointment, offer to sell to the Offerees, and the Offerees may, but shall not be required to, purchase all, but not less than all, of such Shares.

(b)   Any proposed sale or sale under this Section 2.2 shall be made in accordance with Section 2.5, Section 2.6, Section 2.7 and Section 2.8.

Section 2.3   Sale Upon Insolvency . Each Shareholder agrees that upon the occurrence of any of the following events, unless excluded by law: (i) a Shareholder’s adjudication as a bankrupt; (ii) institution by or against a Shareholder of a petition for arrangement or any other type of insolvency proceeding under any bankruptcy law or otherwise; (iii) a Shareholder’s making of a general assignment for the benefit of such Shareholder’s creditors, (iv) the appointment of a receiver or trustee in bankruptcy of such Shareholder for any of a Shareholder’s assets; or (v) the taking, making or institution of any like or similar act or proceeding involving a Shareholder, provided that such event, adjudication, institution, making, appointment or similar act or proceeding is not cured or rescinded within ninety (90) days (the “ Cure Period ”), then, at the end of the Cure Period, such Shareholder or such Shareholder’s successor or successors in interest shall offer to sell to the Offerees, and the Offerees may, but shall not be required to, purchase all, but not less than all, of such Shareholder’s Shares and such sale shall be made in accordance with Section 2.5, Section 2.6, Section 2.7 and Section 2.8.

Section 2.4   Right of First Refusal .

(a)   Notwithstanding any other provision of this Agreement, if at any time any Shareholder desires to sell for cash or cash equivalents all or any portion of its Shares pursuant to a bona fide offer from a third party who is not an Affiliate (for the purposes of this Section 2.4, the “ Proposed Transferee ”), such selling Shareholder shall submit a written offer (the “ Offer ”) to sell such Shares (the “ Offered Shares ”) to the Offerees on terms and conditions, including price, not less favorable to the Offerees than those on which the selling Shareholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Shares owned by the selling Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Company may appoint a third party or a Shareholder to exercise the right to purchase the Offered Shares by delivering written notice to the selling Shareholder. Any sale proposed or made under this Section 2.4 shall be made in accordance with Section 2.5, Section 2.6 and Section 2.8.

(b)   The Shareholders’ right of refusal provided in this Section 2.4 shall not apply with respect to:

(i)   the occurrence of any Liquidity Event, or

(ii)   any redemption of Shares or sales of Shares by a Shareholder to the Company in a transaction approved by the Board of Directors of the Company;

(iii)   any Permitted Transfer.

Section 2.5   Option Period; Effecting Election .

(a)   Option Period . For each proposed purchase of Shares by the Offerees made pursuant to Section 2.2, Section 2.3 or Section 2.4, the Company shall have the first option to purchase all or any portion of such Shares. The Company shall have thirty (30) days (the “ Company Option Period ”) from the effective Triggering Date to consummate such a sale. If the Company does not consummate any such sale within the Company Option Period, the Shareholder Offerees shall then have an additional thirty (30) day period (the “ Shareholder Offerees’ Option Period ”) (beginning on the day following the expiration of the Company Option Period) during which they may consummate the purchase of the applicable Shares. The Company Option Period and the Shareholder Offerees’ Option Period are collectively referred to herein as the “ Option Periods .” If any such Share purchase is not consummated by either the Company or the Shareholder Offerees within the applicable Option Period, the Shares may be sold to a third party or otherwise transferred, as applicable, by the Shareholder or his legal representative, as applicable. Any purchase made by the Company and the Shareholder Offerees under this Agreement shall result in all of the applicable Shares being purchased, but the Company and the Shareholder Offerees may divide the Shares purchased between themselves in any proportions that they desire in their sole discretion; provided, however , that each Shareholder Offeree shall have the right to purchase at least that Shareholder Offeree’s pro rata share of the Shares available for purchase by all of the Shareholder Offerees. This pro rata share shall be calculated for each Shareholder Offeree based on each Shareholder Offeree’s ownership of Shares (as a percentage of all of the Shares owned by all of the Shareholder Offerees). If a Shareholder Offeree declines to purchase his pro rata share, the other Shareholder Offerees may purchase any such remaining Shares based on their pro rata share of these remaining Shares (excluding any shares owned by the Shareholder Offeree who declined to purchase his pro rata share in the initial Shareholder Offeree purchase).

(b)   Effecting Election . Election by the Company or the Shareholder Offerees to purchase Shares offered for sale pursuant to this Agreement shall be effected by sending written notice of such election to such offering Shareholder or such offering Shareholder’s representative (as applicable) prior to the expiration of the applicable Option Period.

Section 2.6   Effect of Failure to Elect to Purchase All Shares .  

(a)   If the Offerees do not elect to purchase all of the Shares offered for sale by an offering Shareholder (or its legal inheritor or representative) pursuant to Section 2.2 or Section 2.3, all of the offering Shareholder’s Shares shall continue to be owned by such Shareholder (or his legal representative, as applicable). Such Shares may be transferred as contemplated by the Shareholder (or legal representative), but such Shares will at all times continue to be subject to the restrictions of this Agreement and no such Transfer will be effective until each proposed transferee executes and delivers a counterpart of this Agreement.

(b)   If the Offerees do not elect to purchase all of the Shares offered for sale by an offering Shareholder pursuant to Section 2.4, all, but not less than all, of the offering Shareholder’s Shares may be transferred to the bona fide offeror pursuant to the terms of the bona fide offer within sixty (60) days following the expiration of the Shareholder Offerees’ Option Period; provided, however , that any Shares so transferred shall continue to be subject to the restrictions of this Agreement and such Transfer shall not be effective until the transferee executes and delivers a counterpart of this Agreement. If all of the offering Shareholder’s Shares are not transferred within such 60-day period, such Shares shall again become subject to the restrictions contained in this Agreement and shall not be transferred except in accordance with the terms and conditions of this Agreement.

Section 2.7     Purchase Price . Except as provided in Section 2.4 of this Agreement, the “ Purchase Price ” per share of the Shares proposed for Transfer or Transferred shall be determined as of the last equity offering of the Company and being equal to the price per share pursuant to the last equity offering, provided such equity offering of the Company was consummated within a six (6) month period of the proposed Transfer and with parties who are not Affiliates of the Company or any Shareholder, or in absence of an equity offering within the said six (6) month period, by the written concurrence of a Qualified Appraiser. The Qualified Appraiser shall be chosen within five (5) business days after the Triggering Date. The Company shall pay the costs and expenses of the Qualified Appraiser. The Qualified Appraiser shall develop a fair market value determination of the Company’s value, and this shall become the final and binding Purchase Price. The Qualified Appraiser must be firm or individual with previous background and experience in the valuation and appraisal of corporations, which are similar in size, industry and financial condition to the Company. The Qualified Appraiser shall deliver a written report to all parties (which documents it’s determination of the Purchase Price, along with a sufficiently detailed description of the methodologies, assumptions and procedures used) within thirty (30) days after the designation of the Qualified Appraiser. However, the Purchase Price to be determined under this Section 2.7 shall not be less than the price offered on a firm basis for all and not less than all of the Shares by a bona fide third party buyer who is not an Affiliate of the Company or of any Shareholder.

Section 2.8   Closing; Payment .

(a)   The closing (" Closing ") of any sale of a Shareholder’s Shares to an Offeree pursuant to Section 2.2 or Section 2.3 shall take place at the office of the Company at any point prior to the expiration of the applicable Option Period or in the event of a sale under Section 2.4, on the sixtieth (60 ^th ) business day following the date the Offer was made. The certificate or certificates representing the Shares to be purchased by the Offerees, properly endorsed for transfer or with an executed stock power attached, shall be delivered at the Closing free and clear of all liens, security interests, pledges, charges or other encumbrances of any nature whatsoever, except for the rights of the Offerees set forth in this Agreement, against the payment of the purchase price therefore, unless otherwise agreed by the Parties of the Purchase and accepted by the other Shareholders and the company in written form. .

(b)   The Purchase Price for any purchase of Shares by the Company under this Agreement shall be made exclusively in cash.

(c)   Notwithstanding any other provision of this Section 2.8, if an Offeree is purchasing the Shares pursuant to Section 2.4 and is paying the purchase price set forth in the bona fide offer, the purchase price shall be paid in accordance with the terms and conditions contained in the bona fide offer.

Section 2.9   Failure to Deliver Shares . If a Shareholder (for the purposes of this Section 2.9, an “ Obligated Shareholder ”) becomes obligated to sell any Shares to any Offeree hereunder, as determined by a final nonappealable order from a court of competent jurisdiction, and fails to deliver such Shares in accordance with the terms of this Agreement, the Offeree may, at its option, in addition to all other remedies it may have, send to the Obligated Shareholder the Purchase Price for such Shares. Upon receipt of a final nonappealable order from a court of competent jurisdiction, the Company, upon written notice to the Obligated Shareholder shall (i) cancel on its books the certificate or certificates representing the Shares to be sold and (ii) shall issue, in lieu thereof; in the name of the Offeree, a new certificate or certificates representing such Shares, and all of the Obligated Shareholder’s rights in and to such Shares shall immediately terminate.

Section 2.10   Tag-Along Rights .  

(a)   If at any time any of the Shareholders, whether alone or together by agreement, contract or understanding (for the purposes of this Section 2.10, each a “ Selling Party ”) wishes to sell any Shares owned by it in a single transaction or series of related transactions equaling forty percent (40%) or more of all of the Share Capital of the Company then issued and outstanding (on a fully-diluted basis counting all issued options, warrants and convertible securities) to any th