SHAREHOLDERS' AGREEMENT

THIS SHAREHOLDERS’ AGREEMENT (the “ Agreement ”) is made and entered into on April 2, 2009 by and among 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.  The Company and the Shareholders are hereinafter sometimes collectively referred to as the “ Parties .”

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 B ; 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 Restated Stock Exchange Agreement and any document executed pursuant thereto, this Agreement and the terms and covenants contained herein shall supersede and take precedence over similar terms and covenants set forth in any and all other agreements 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:

ARTICLE 1 - CERTAIN DEFINITIONS

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 Restated Stock Exchange Agreement.  In addition, as used in this Agreement the following terms shall have the following respective meanings:

(a)           “ Affiliate ” means, with (a) with respect to Solar Thin, a corporation or other entity controlled by Solar Thin through the direct or indirect ownership of a majority of the voting stock, and (b) with respect to any one or more of New Palace, Istvan Krafcsik or Attila Horvath or their Permitted Transferees, (i) any corporation or other entity that any of them control jointly or separately through the direct or indirect ownership of a majority of the voting stock or through any written agreement, (ii) the spouses, brother, sister or children of such Persons or (iii) trusts set up solely for the benefit of such Persons or their spouses, brothers, sisters and/or children.

(b)           “ Company Liquidity Event ” shall mean any one of the following events:

(iv)           the distribution or dividend of 100% of the share capital of the Buyer owned by the Parent to the stockholders of the Parent, as a result of which the Buyer shall become a corporation that is publicly traded on a United States securities exchange, coupled with a simultaneous cash financing for the Buyer of not less than United States Five Million Dollars (USD $5,000,000).

(c)           " 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.

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

(e)            "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 all operating expenses, business expansion and working capital needs of the Company and its Subsidiaries for the next succeeding financial year, including, without limitation, the purchase or lease of capital equipment, research and development, hiring of personnel, and any and all 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.

(f)           “ 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 ”).

(g)           “ New Palace ” means New Palace Investments Ltd., a Cypress corporation wholly-owned by Istvan Krafcsik and Attila Horvath.

(h)           “ Offerees ” means each of (i) the Company, (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 (the “ Shareholder Offerees ”) and (iii) any other person, firm or corporation designated by the Company or the Shareholder Offerees who is acceptable to all other Shareholder Offerees (a “ Designated Person ”).

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

(j)           “ PV ” means photovoltaic.

(k)           “ 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.

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

(m)           “ PV Modules ” means PV solar panels or modules capable of producing solar power that are comprised of PV cells made from amorphous silicon (“ aSi ”) or utilizing a-Si technologies.

(n)           “ 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.

(o)           “ Restated Stock Exchange Agreement ” means that certain Amended and Restated Stock Exchange Agreement, dated as of April 2, 2009, by and among the Company, Solar Thin Films, Inc., BudaSolar Technologies Co., Ltd., New Palace, Ltd., Krafcsik Horvath Holding Ltd., Istvan Krafcsik and Attila Horvath.

(p)           “ 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 Restated Stock Exchange Agreement shall not be deemed to be Shares of Share Capital.

(q)           “ 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 Restated Stock Exchange Agreement shall not be deemed to be Shares of Share Capital..

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

(s)           " 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 at all times to Section 2.1(b) below, neither such Shareholder nor such Shareholder’s heirs, executors, legal representatives or successors or assigns 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)           Notwithstanding anything to the contrary, express or implied, contained in this Article 2, except for (i) a “Permitted Transfer” (as hereinafter defined), (ii) a Transfer contemplated by Section 2.2 or Section 2.3 below, or (iii) a Company Liquidity Event, no Shareholder shall directly or indirectly effect or seek to effect any Transfer or his or its Shares or enter into any agreement or other commitment to Transfer his or its Shares at any time on or before April 2, 2014.  The provisions of the foregoing sentence may be amended or revoked only by unanimous agreement of all of the Shareholders. 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, 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, (iii) no Shareholder shall effect or permit any Transfer of his or its Shares to Zoltan Kiss or any Affiliate of Zoltan Kiss, and (iv) 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.

(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, at any time following forty-five (45) days after his or its legal appointment, offer to sell to the Offerees, and the Offerees may, but shall not be required to, purchase all or any portion 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 on or after April 2, 2014 any Shareholder desires to sell for cash or cash equivalents all or any portion of his 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 Company and the Shareholder Offerees on terms and conditions, including price, not less favorable to the Company and the Shareholder 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.

(b)           The Company or the Shareholder Offerees may purchase some but not all of the Offered Shares unless the Proposed Transferee advises that he or it would not purchase less than all of the Offered Shares, in which event the Company and the Shareholder Offerees may only purchase all of the Offered Shares.  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.

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

(i)           the occurrence of any Company Liquidity Event, or

(ii)          any redemption of Shares or Transfer of Shares by a Shareholder in a transaction approved by the unanimous vote or consent of all of the Shareholders 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 and/or a Designated Person shall have the first option to purchase all or any portion of such Shares.  The Company and/or such Designated Person shall have one hundred and eighty (180) days (the “ Company Option Period ”) from the effective Triggering Date to consummate such a sale.  If the Company and/or the Designated Person does not consummate any such sale within the Company Option Period, the Shareholder Offerees shall then have an additional ninety (90) days, beginning on the day following the expiration of the Company Option Period (the “ Shareholder Offerees’ 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 either by the Company, the Designated Person 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, the Designated Person (if any) 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, a Designated Person 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 in accordance with generally accepted appraisal standards, including, without limitation, consolidated historical revenues and earnings (if any), firm and anticipated additional contracts and orders, consolidated cash flow, Shareholders equity and comparable prices and values for other businesses in the PV Equipment industry (the “ Appraisal ”).  The fair market value of the Company set forth in the Appraisal shall be the basis for the final and binding Purchase Price for the Shares proposed for Transfer or Transferred.  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 of its Appraisal to all parties (which Appraisal shall include the Appraiser’s determination of the Purchase Price, along with a sufficiently detailed description of the methodologies, assumptions and procedures used) within sixty (60) 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 of the Shares proposed to be Transferred 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, unless otherwise agreed to by the Shareholder or his legal inheritor.

(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 after April 2, 2014, 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-nine percent (49%) 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 third party (other than to a permitted transferee of such Selling Party in connection with a Permitted Transfer or any other Shareholder (see Section 2.12)) (for the purposes of this Section 2.10, the “ Purchaser ”), and the Selling Party has complied with all of the other requirements of this Agreement, the Selling Party shall cause a written notice of the offer by the Purchaser to purchase such Shares (a “ Tag-Along Notice ”) to be delivered to each of the other Shareholders (each a “ Tag-Along Shareholder ”), setting forth the price per Share to be paid by the Purchaser, the identity of the Purchaser and the other principal terms and conditions of the Purchaser’s offer to purchase such Shares, and each Shareholder shall have the right to offer for sale to the Purchaser, as a condition of such sale by the Selling Party, the same proportion of the Shares then held by such Shareholder as the proposed sale represents with respect to the total number of Shares that the Selling Party owns or has the right to acquire pursuant to outstanding options, warrants or convertible securities, at the same price per Share and on the same terms and conditions as involved in such sale by the Selling Party.  Each Shareholder shall notify the Selling Party of its intention to sell its Shares pursuant to this Section 2.10 as soon as practicable after receipt of the Tag-Along Notice, but in no event later than thirty (30) days after receipt thereof.

(b)           In the event that any Shareholder elects to sell its pro rata portion to the Purchaser, the Tag-Along Shareholders shall not be obligated to execute and deliver any document which (A) requires such Tag-Along Shareholder to make representations or warrants regarding any aspect whatsoever of the business or prospects of the Company and/or its Subsidiaries, (B) would subject such Tag-Along Shareholder to restrictive covenants, or (C) requires such Tag-Along Shareholder to be obligated for any indemnification or other obligations other than (so long as the Selling Party(s) do at least the same) (1) the obligation to join on a pro-rata basis (but not on a joint and several basis), based on its respective share of the aggregate proceeds paid by the Purchaser (but only up to the amount of net proceeds actually received by such Tag-Along Shareholder in the sale), in any indemnification that the Selling Party(s) have agreed to, and (2) any such obligations that relate specifically to a particular Shareholder such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership of Shares.

(c)           The Selling Party and each other Shareholder intending to sell Shares hereunder shall sell to the Purchaser all, or at the option of the Purchaser, any part of the Shares proposed to be sold by them at not less than the price per Share and upon other terms and conditions, if any, not more favorable to the Purchaser than those set forth in the Tag-Along Notice; provided, however , that any purchase of less than all of such Shares by the Purchaser shall be made from the Selling Party and each other Shareholder intending to sell Shares hereunder pro rata based upon the number of Shares then held by the Selling Party and each such other Shareholder electing to sell to the Purchaser (calculated on a fully diluted basis).

Section 3.1            Major Decisions, Competing Business Ventures and Affiliated Sales .

(a)            Actions of the Board of Directors and Shareholders; Major Decisions. The business of the Company and its Subsidiaries shall be conducted and managed in the following manner:

(i)           Except for Major Decisions (as hereinafter defined) and the provisions of Section 3.1(a)(ii) below, the operation of the business of the Company and its Subsidiaries shall be managed by the Board of Directors of the Company who shall act in accordance with the Rules on Procedures of the Board of Directors annexed hereto as Schedule C (the “ Rules of Procedure ”).

(ii)          The hiring or removal of any “Executive Officer” (as defined) shall be determined by a majority of the members of the Board of Directors at any regular or special meeting of the Board of Directors called in person or by telephonic conference call in accordance with the Rules of Procedure.  As in this Agreement, the term “ Executive Officer ” shall mean and include the Chief Executive Officer, the President, the Chief Technology Officer and the Chief Financial Officer of the Company and its Subsidiaries.

(iii)         The events listed on Schedule A hereto are deemed to be “ Major Decisions ” for the Company.  Notwithstanding any other provision of this Agreement, the Company’s Articles of Incorporation or the Rules of Procedure, except as otherwise prohibited by applicable law, for so long as this Agreement shall remain in force and effect:

    (A)           if such Major Decision which, under the laws of Hungary, is an action that requires the approval, consent or action by the Board of Directors of the Company or any Subsidiary of the Company, the unanimous affirmative vote, consent or approval of all of persons designated by each of Solar Thin and New Palace Investments Ltd. to serve as the members of such Boards of Directors shall be required to approve, adopt or ratify such Major Decision, and

    (B)           if such Major Decision which, under the laws of Hungary, is an action that requires the approval, consent or action by the Shareholders of the Company or any Subsidiary of the Company, the unanimous affirmative vote, consent or approval of each of Solar Thin and New Palace Investments Ltd. or their designees who are listed on Schedule B hereto shall be required to approve, adopt or ratify such Major Decision.  The only Shareholders empowered to vote on Major Decisions are Solar Thin and New Palace Investments Ltd. or their designees who are listed on Schedule B hereto.

(iv)         In connection with a Major Decision, in the event that a member of the Board of Directors or either of Solar Thin or New Palace or their designees who are listed on Schedule B hereto fail or refuse to affirmatively vote or consent in connection with any one or more Major Decisions at any regular or special meeting of the Board of Directors or Shareholders scheduled to be held not earlier than ten (10) business days (as recognized in Hungary) after the date written or electronic mail notice of such meeting of the Board of Directors or Shareholders is given as per Schedule B hereto to all directors and each of Solar Thin and New Palace, then such Shareholder shall be deemed not to have accepted and to have voted against implementation of such Major Decision.

(v)          Each of Solar Thin and New Palace has the right at any time by written notice to the other Shareholder, to (A) remove or replace its representative listed on Schedule B to vote on Major Decisions pursuant to prior written notification to the Company and to the other Shareholders, or (B) to change the addresses for notices set forth on Schedule A .

(vi)         In case the right to accept such purchase order was not delegated to the Chief Executive Officer, the acceptance of purchase orders for PV Equipment shall constitute a Major Decision of the Board, and shall be implemented pursuant to the procedures for accepting such purchase orders are set forth in paragraph 7 of the Rules of Procedure, including completing the Factory Sale Form constituting Exhibit 2 to this Agreement (the “ Factory Sale Form ”).  Except only for purchase orders of a size or commitment by the Company that constitute a Major Decision of the Board, the Chief Executive Officer is expressly authorized to negotiate, accept and execute all other purchase orders.

(b)            Competing Business Ventures by Solar Thin Films.            Notwithstanding anything to the contrary contained in this Agreement, the Restated Stock Exchange Agreement or in the respective employment agreements dated of even date herewith between the Company and István Krafcsik and Attila Horváth (the “ Executive Employment Agreements ”), in the event that  Solar Thin shall, at any time or from time to time, seek to acquire or establish, directly, through any Subsidiary (other than the Company) or in connection with joint ventures with Persons who are not Affiliates of Solar Thin, one or more PV Facilities to manufacture PV Equipment that produce PV Modules (a “ Competing Business Venture ”), Solar Thin shall first comply with the following procedures:

(i)           Solar Thin shall present full details of the business opportunity relating to the Competing Business Venture to the board of directors of the Company;

(ii)          if and to the extent that capital or other funding for the business opportunity relating to the Competing Business Venture shall be required, if available in the Company, the Company shall provide such capital or funding; and

(iii)         if the Company is unable provide such capital or funding, the same shall be provided by the Shareholders in proportion to their individual ownership of the Shares.

Subject to the foregoing procedures, if New Palace, acting through Istvan Krafcsik in accordance with Schedule B   hereto, shall determine, pursuant to a Major Decision, that the Company shall not proceed with or invest in such Competing Business Venture, then and in such event, Solar Thin may engage in such Competing Business Venture directly itself, through any Subsidiary (other than the Company) or in connection with joint ventures with Persons who are not Affiliates of Solar Thin; provided, that :

(A)          the Company and the Person established to engage in such Competing Business Venture shall enter into a non-exclusive technology transfer and license agreement with the Company pursuant to which the Company will provide certain mutually agreed upon technology, personnel expertise, know-how, installation, start-up services and other intellectual property to such Person, all upon such arms length terms and conditions as shall be comparable to any similar arrangement entered into with any Person who is not Affiliated with Solar Thin; and

(B)           if such Competing Business Venture shall consist of a joint venture or similar arrangement with any Person who is not an Affiliate of Solar Thin or its Subsidiaries:

  (1)           at or immediately following the closing of such Competing Business Venture, Solar Thin shall assign directly to István Krafcsik and Attila Horváth or New Palace, a percentage of the 100% of the equity or earnings and profits of the joint venture or other entity established to engage in such Competing Business Venture that is owned or made available to Solar Thin (the “ Available Solar Thin Equity ”) which shall be equal to the same percentage by which the Share Capital of István Krafcsik and Attila Horváth or New Palace then owned in the Company bears to 100% of the outstanding Share Capital of the Company (the “ Minority Shareholders’ Equity ”); and

  (2)           The Minority Shareholders Equity in any Competing Business Venture shall be convertible at any time, at the option of István Krafcsik and Attila Horváth or New Palace (as applicable) shares of common stock of Solar Thin at a conversion price equal to 100% of the average of the closing prices of Solar Thin’s common stock for the 20 trading days immediately prior to the date notice of conversion is given.

For the avoidance of doubt, if (i) the Available Solar Thin Equity in such Competing Business Venture shall be 40% of 100% of the equity or earnings and profits of the joint venture or other entity established to engage in such Competing Business Venture, and (ii) István Krafcsik and Attila Horváth or New Palace then own 49% of the Share Capital of the Company, then and in such event, the Minority Shareholders’ Equity in such Competing Business Venture shall be 19.6% of 100% of the equity or earnings and profits of the joint venture or other entity established to engage in such Competing Business Venture.

(c)            Competing Business Ventures by István Krafcsik and Attila Horváth or New Palace . Notwithstanding anything to the contrary contained in this Agreement, the Restated Stock Exchange Agreement or in the Executive Employment Agreements, during the term of this Agreement and for so long as István Krafcsik and Attila Horváth are employed on a full-time basis as senior executive officers of the Company and its Subsidiaries under the Executive Employment Agreements or otherwise:

(i)           In the event that István Krafcsik and Attila Horváth propose that the Company or its Subsidiaries enter into any one or more agreement to furnish PV Equipment with a customer that would obligate either the Company, any Subsidiary of the Company or Solar Thin to directly or indirectly “buy-back,” repurchase, or otherwise act as a distributor or manufacturer’s representative to sell and market for resale any portion of the PV Modules produced by such customer using the PV Equipment being sold to such customer, such agreement or arrangement (a “ PV Module Distribution Arrangement ”) is a Major Decision. In the event that Solar Thin or its representatives on the Board of Directors do not agree to directly or otherwise permit the Company or any Subsidiary of the Company to enter into such PV Module Distribution Arrangement, then the Parties shall mutually undertake to find a third Person who is not an Affiliate to assume all or part of the financial obligations in connection with such PV Module Distribution Arrangement, form an entity and enter into a joint venture or related partnership or profit sharing arrangement with such Person (the “ Module Distribution Joint Venture ”).  In such event, as between Solar Thin, on one hand, and New Palace and its Affiliates, on the other hand, the equity in any such Module Distribution Joint Venture shall be in the same proportion as the Parties then ownership of the Shares in the Company at such time such Module Distribution Joint Venture shall be entered into. If, for any reason, Solar Thin elects not to participate in such Module Distribution Joint Venture, then, and only in such event, New Palace and/or Istvan Krafcsik and Attila Horvath may directly participate in such Module Distribution Joint Venture; provided, that such participation shall not interfere in any material respect with their duties and obligations to the Company under this Agreement and the Executive Employment Agreements.

(ii)           In addition to their rights described in Section 3.1(c)(i) above, New Palace, István Krafcsik or Attila Horváth shall also be entitled to make “passive” investments in any Person who is not an Affiliate and who manufactures PV Modules, so long as such Person is not engaged in any business which is in direct competition with the business then being conducted by the Company, its Subsidiaries or Solar Thin; provided, however, that (A) Solar Thin shall first be offered an opportunity to participate in such investment (to the extent of its percentage ownership of the share capital of the Company at the time of the investment in the equity that is made available to all Parties hereto or their Affiliates), and (B) neither István Krafcsik nor Attila Horváth shall render any employment, consulting or other services to such Person or its subsidiaries.

(d)            Affiliated Equipment Purchasers.           In the event that Solar Thin or any Subsidiary or Affiliate of Solar Thin (other than the Company or its Subsidiaries) in which Solar Thin or such Subsidiary or Affiliate shall own not less than thirty-three and one-third percent (33-1/3%) of the equity or earnings and profits, shall engage in the sale of PV Modules, such Person(s) (an “ Affiliated Equipment Purchaser ”) shall use the Company as its preferred vendor and supplier, and offer the Company an opportunity to quote and bid upon purchase orders and contracts for all PV Equipment to be purchased by such Affiliated Equipment Purchaser.  In such connection, if the Company (i) offers terms and conditions for the sale of such quantities or lines of PV Equipment that are, in the aggregate, as favorable as those proposed by any competitor to the Company for the same type and quantity or lines of PV Equipment, and (ii) in the reasonable good faith judgment of such Affiliated Equipment Purchaser, the Company then has the physical and financial resources to meet the proposed delivery schedule(s), then Solar Thin shall cause (if an owner of more than 50% of such Affiliated Equipment Purchaser), or shall use its best efforts (if an owner of less than 50% of such Affiliated Equipment Purchaser) to cause, such purchase order and contract to be awarded to the Company.  In connection with the above, such Affiliated Equipment Purchaser shall have the right to purchase PV Equipment from the Company at the lower of either (A) the price bid by the Company in accordance with clause (i) above, and accepted by the Affiliated Equipment Purchase in accordance with clause (ii) above, or (B) at a price equal to 80% of the Gross Profit Margin that is then being received by the Company for sales of similar quantities of PV Equipment to Persons who are not Affiliates (“ Comparable Sales ”); provided, that such Gross Profit Margin shall not be less than the sum of (x) cost of goods sold (as determined in accordance with US GAAP), plus (y) 25%.  In addition, unless otherwise agreed as a Major Decision, not more than thirty percent (30%) of the Company’s annual production of PV Equipment will be delivered to such Affiliated Equipment Purchasers at the prices and terms and conditions set forth herein.

(e)            Other So