Summary of SOLAR THIN FILMS, INC.

Item 1.01 Entry into a Material Definitive Agreement.

The Transactions

On October 20, 2008, Robert M. Rubin, Chairman and Chief Financial Officer of Solar Thin Films, Inc. (the "Company"), formed Algatec Equity Partners, L.P., a Delaware limited partnership (the "Partnership"), for the purpose of acquiring up to 49% of the share capital of Algatec Solar AG, a stock corporation organized under the laws of Germany ("Algatec"). Effective as October 30, 2008, Algatec and members of Algatec senior management consisting of Messrs. Rainer Ruschke, Ullrich Jank, Dr. Stefan Malik and Andre Freud (collectively, the "Management Stockholders"), and R. Richter, Esq., as trustee for Mr. Ruschke and another Algatec stockholder (the "Trustee"), entered into a share purchase agreement (the "Algatec Share Purchase Agreement"). Under the terms of the Algatec Share Purchase Agreement, on November 3, 2008 (the "First Closing") the Partnership invested and aggregate of $3,513,000, of which approximately €2,476,000 was represented by a contribution to the equity of Algatec to enable it to acquire all of the assets and equity of Trend Capital GmbH & Co Algatec Solarwerke Brandenburg KG, a German limited partnership ("Trend Capital"). The Partnership also purchased for €1.00 per share a total of 13,750 Algatec shares, representing 27.5% of the outstanding share capital of Algatec.

In addition to its equity investment at the First Closing, the Partnership has agreed, under the terms of a loan agreement entered into at the same time as the Algatec Share Purchase Agreement, to lend to Algatec on or before November 30, 2008 (the "Second Closing"), an additional $2,800,000 or approximately €2,000,000. The proceeds of the loan will be used to assist Algatec in completing the purchase of all of the assets and equity of the Trend Capital limited partnership. Upon funding of the loan, the Partnership will purchase for €9,250 an additional 9,250 shares, representing 21.5% of the outstanding share capital of Algatec, thereby increasing its ownership to an aggregate of 49% of the outstanding share capital of Algatec. The loan, together with interest at the rate of 6% per annum, is repayable on the earlier of December 31, 2011 or the completion of a proposed senior secured debt financing for Algatec of up to $50.0 million (the "Algatec Financing"). In the event that the Partnership timely funds the loan at the Second Closing, the Management Group will own 51% of the share capital of Algatec and the Partnership will own 49% of the share capital of Algatec.

The general partner of the Partnership is Algatec Management LLP, a Delaware limited liability company owned by The Rubin Family Irrevocable Stock Trust and other persons. Mr. Rubin and a business associate of Mr. Rubin are the managers of the general partner. Under the terms of the limited partnership agreement, the general partner agreed to invest a total of $165,000 in the Partnership in consideration for 5.0% of the assets, profits and losses of the Partnership. The limited partners, who invested an aggregate of $3,200,000 at the First Closing and additional persons the Partnership will seek to admit as limited partners by the Second Closing, will own 95.0% of the Partnership assets, profits and losses. The Rubin Family Irrevocable Stock Trust invested an additional $1,500,000, as a limited partner, on the same terms as other limited partners of the Partnership.

Effective as of October 30, 2008, the Trustee, the Management Group and the Partnership (collectively, the "Algatec Stockholders") and Algatec entered into a stock exchange agreement with the Company (the "Stock Exchange Agreement") under which the Algatec Stockholders (including the Partnership) agreed to exchange 100% of the share capital of Algatec for 50,000 shares of Company's Series B-5 preferred stock which is convertible at any time at the option of the holder(s) into that number of shares of common stock of the Company ("Company Common Stock") as shall represent 60% of the "Fully-Diluted Common Stock" of Company. The term "Fully-Diluted Common Stock" means the aggregate number of shares of Company Common Stock issued and outstanding as at the date of closing of the share exchange, after giving effect to (i) the issuance by the Company between the date of the First Closing and the closing of the share exchange of any Company Common Stock or shares issuable upon the conversion or exercise of any securities convertible into or exercisable for shares of Company Common Stock. However, Fully-Diluted Common Stock does not include, and the Algatec Stockholders will be subject to pro-rata dilution in connection with, (i) any shares of Company Common Stock issued or issuable upon exercise of the 12,000,000 currently outstanding warrants expiring on June 30, 2010 that are exercisable at exercise prices ranging from $2.20 to $3.30 per share, or (ii) any shares of Company Common Stock issued or issuable upon the conversion or exercise of any securities convertible into or exercisable for shares of Company Common Stock in connection with the Algatec Financing.

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Under the terms of the Stock Exchange Agreement, each of Messrs. Ruschke, Malik, Jank and Freud will be employed under five year employment agreements with Algatec pursuant to which Mr. Ruschke will receive an annual salary of €180,000 (approximately USD $246,600) and each of Messrs. Malik, Jank and Freud will receive annual salaries of €100,000 (approximately USD $137,000), subject to 5% annual cost-of-living increases. In addition, such executives shall be entitled to receive annual bonuses equal to 10% of the annual net income before interest and taxes of Algatec ("EBIT") for each of the five years, subject to an annual "cap" on such bonuses that will not exceed 100% of their annual salaries if annual EBIT is €10.0 million or less in any of the five fiscal years, and 200% of their annual salaries if such annual EBIT is more than €10.0 million in any of the five fiscal years. Each of Messrs. Ruschke, Malik, Jank and Freud have also agreed, for a period equal to the greater of five years or the term of their individual employment with Algatec, not to compete with the "business" of the Company (defined as (i) the manufacture and sale of photovoltaic module equipment of all types, (ii) the installation of turn-key module manufacturing facilities of all types; (iii) the manufacture and sale of photovoltaic cells or modules of all types; and (iv) the installation and operation of power projects, including the supplying of solar power electricity to private industry, consumers or local or foreign governments and municipalities).

Upon consummation of the Algatec acquisition, the board of directors of the Company shall be expanded to seven persons, of which three members of the board of directors shall be represented by the Management Stockholders. Messrs. Ruschke, Malik and Jank have agreed to serve on the Company's board of directors.

As at the date of this Current Report, there are an aggregate of 57,783,600 shares of Company Common Stock issued and outstanding. Assuming no additional shares of Company Common Stock or securities are issued prior to the closing date of the Algatec acquisition, an additional 86,675,400 shares of Company Common Stock will be issued to all of the Algatec Stockholders, including 42,470,946 shares to be issued to the Partnership or its partners in respect of its 49% equity interest in Algatec, assuming the Partnership makes the additional $2,800,000 (approximately €2,000,000) loan at the Second Closing. In such connection, assuming it makes no further investment in the Partnership, The Rubin Family Irrevocable Stock Trust will receive as a partner of the Partnership (in addition to its current ownership of 6,117,114 shares of Company Common Stock), approximately an additional 10,511,558 shares of Company Common Stock. Through their ownership of 51% of the Algatec share capital, Messrs. Ruschke, Malik, Jank and Freud would receive in the share exchange transaction, an aggregate of 44,204,454 shares of Company Common Stock.

Consummation of the transactions contemplated by the Stock Exchange Agreement is subject to a number of conditions, including (i) completion on or before March 31, 2009 of the Algatec Financing on terms satisfactory to the Company and the Management Stockholders of Algatec, and (ii) delivery of audited financial statements of Trend Capital for fiscal 2006 and 2007 and as at October 31, 2008 and for the ten months then ended, as well as interim financial statements of Algatec as at December 31, 2008 and for the two months then ended.

There can be no assurance that the Algatec Financing will be completed on a timely basis or on terms satisfactory to the parties to the Stock Exchange Agreement, or that other conditions to closing will be met to enable the Company to complete its proposed acquisition of Algatec.

About Algatec

Trend Capital (which is currently managed by an affiliate of the Algatec Management Stockholders) was founded in 2005 and is engaged in the manufacture and assembly of metallurgic silicon crystalline solar panels or modules. Under its agreement with Trend Capital, with the proceeds of the Partnership's capital . . .