_____ _____ _____ _____ _____ _____ _____ _____

1.    Jolaos Verwaltungs GmbH, Industriepark Sandwiesen, 72793 Pfullingen, registered with the commercial register of the local court of Stuttgart under HRB 354369

2.    Prettl Beteiligungs Holding GmbH, Neuruppin, registered with the commercial register of the local court of Neuruppin under HRB 4015

3.    Blitz S13-103, GmbH, having its registered seat in Stuttgart, registered with the commercial register of the local court of Stuttgart under HRB 743682.

4.    Advanced Energy Industries, Inc., 1625 Sharp Point Drive, Fort Collins, CO 80525, USA, registered with the Delaware Secretary of State under the laws of the State of Delaware

(the Seller, the Seller’s Guarantor, the Purchaser and the Parent Company collectively also referred to as the Parties and each of them as a Party).

(A)    The Seller is the sole shareholder of RefuSol Holding GmbH, registered with the commercial register of the local court of Stuttgart under HRB 738996 (RefuSol Holding). RefuSol Holding, through its 100% subsidiary, RefuSol GmbH (RefuSol), and through further indirect subsidiaries, is active in the fields of development, manufacturing, distribution and service of photovoltaic-inverters.

(B)    The Purchaser is a 100% subsidiary of AEI International Holdings CV, a partnership incorporated under the laws of the Netherlands, which is owned 99% by Advanced Energy Industries, Inc., a company incorporated under the laws of Delaware, United States of America, and 1% by AEI US Subsidiary, Inc., a company incorporated under the laws of Delaware, United States of America.

(C)    The Seller intends to sell and the Purchaser intends to acquire all shares in RefuSol Holding pursuant to this share sale and purchase agreement (Agreement).

NOW, THEREFORE, the Parties hereto agree as follows:

1.1    RefuSol Holding

1.2    Subsidiaries and Participation of RefuSol Holding

2.1    Sale and Purchase of the Shares; Right to Profits

The Seller hereby sells and the Purchaser hereby purchases upon the terms and conditions of this Agreement, all 26,000 shares, each in a nominal amount of EUR 1 (in words: one euro), in RefuSol Holding (nos. 1 through 26,000 of the shareholders list dated 17 August 2011) (Shares) with economic effect as of 24:00 hours (German time) on 7 April 2013 (Effective Date). The Seller hereby assigns the Shares to the Purchaser subject to the conditions precedent (aufschiebende Bedingungen) according to Section 2.2 below. The Purchaser accepts such assignment. The sale and purchase of the Shares hereunder shall include any and all rights pertaining to the Shares, including, without limitation, the rights to receive dividends for the current financial year and for former financial years, in each case to the extent such dividends have not been distributed to the Seller (or any then current shareholder) prior to or on the Effective Date.

2.2    Conditions Precedent for Transfer

The transfer of the Shares shall be subject to the condition precedent (aufschiebende Bedingungen) of the Preliminary Purchase Price having been fully and finally received by the Seller in accordance with Section 3.4.

2.3    Consent to Sale and Assignment of RefuSol Holding

RefuSol Holding has consented to the sale and assignment of the Shares to the Purchaser. Copies of the written consent of RefuSol Holding and of the respective resolution of the shareholders’ meeting of RefuSol Holding are attached as Annex 2.3.

3.1    Purchase Price

The purchase price for the Shares is equal to

(a)     EUR 70,000,000 (in words: seventy million euros),

(b)     less the aggregate of the Financial Debt (Section 3.2.1),

(c)     less any possible shortfall or plus any possible surplus in the Net Working Capital (Section 3.2.2).

The amount thus determined is referred to as the Purchase Price. A sample calculation of the Purchase Price based on the relevant amounts for items (b) and (c) as of 31 December 2012 is attached as Annex 3.1.

(i) current liabilities (Row 169 of the financials attached to Annex 3.2.2 showing sample numbers as of 31 December 2012 which must be updated as of the Effective Date based on the Effective Date Financial Statements) excluding liabilities related to the Credit Suisse Loan and Financial Debt (Row 106 and Row 131 of the financials attached to Annex 3.2.2 showing sample numbers as of 31 December 2012 which must be updated as of the Effective Date based on the Effective Date Financial Statements), all as shown in the Effective Date Financial Statements and, for the avoidance of doubt, fully consistent with the method contained in Annex 3.2.2 and showing row numbers that align withAnnex 3.2.2..

The Seller prepared a good faith estimate of the Purchase Price under specification of the estimated Financial Debt as of the Effective Date and the estimated Net Working Capital as of 31 March 2013, which is attached as Annex 3.3 such estimated purchase price to be referred to as the Preliminary Purchase Price.

The Preliminary Purchase Price is immediately due and payable upon execution of this Agreement.

If a Party is in default with its payment obligations under this Section 3 or Section 6, the default interest rate shall be 600 basis points above the three months EURIBOR as published on the date the respective payment obligation becomes payable per annum. Interest shall be calculated on the basis of actual days elapsed and a calendar year with 360 days.

The consummation of the transaction contemplated by this Agreement (Closing) shall take place immediately after execution of the Agreement of the date hereof (such date the Closing Date).

4.2.1    The Seller has delivered the following documents/certificates :

(a)    consolidated financial statements (balance sheet, profit and loss accounts) (Bilanz, Gewinn- und Verlustrechnung) of RefuSol Holding with a confirmation from Deloitte that the audit of the figures has been finalized and that no further changes are expected by Deloitte and the audited financial statements (balance sheet, profit and loss accounts and notes) (Bilanz-, Gewinn- und Verlustrechnung und Anhang) with an unqualified independent auditor’s written opinion from Deloitte of RefuSol Holding and RefuSol (in each case with an English translation, except for the auditor’s reports which have only been delivered in German), all for the financial year 2012 (collectively the Audited Consolidated Financial Statements) and the Audited Consolidated Financial Statements are materially consistent in all material respects to the unaudited consolidated financial statements, copies of which are attached hereto as Annex 4.2.1(a);

(b)    [reserved]

(c)    a certificate to Purchaser confirming that, between the 1 January 2013 and the date of the delivery of such certificate, it has procured that RefuSol collected in full (including by way of set-off) (i) from REFU Drive (as defined below) and PERMAGEN Motoren- und Generatorentechnik GmbH outstanding trade receivables in an aggregate amount of EUR 2,622,874.73 and (ii) from Prettl

Electronics Greenville Inc. outstanding trade receivables in an amount of EUR 873,817.94, such certificate attached as Annex 4.2.1 (c).

Immediately after execution of this Agreement, the Seller and the Purchaser shall take the following actions in the sequence presented (each a Closing Action and collectively the Closing Actions)

(a)     The Seller shall deliver to the Purchaser duly executed resignation letters, effective at or prior to the Closing Date of those managing directors of RefuSol Group Companies who are listed in Annex 4.4(a); provided, however, that as noted in Annex 4.4(a), one managing director may provide such resignation letter three (3) days after Closing.

(b)     The Seller shall deliver to the Purchaser a duly executed copy of the amended long term supply agreement (including revised pricing) in accordance with Section 14.2 which shall be materially consistent with such draft agreement set forth in Annex 14.2(a) provided at the time of the signing of this Agreement.

(c)     The Seller shall deliver to the Purchaser a copy of a duly executed Annex 14.6(i).

(d)    The Seller shall deliver to the Purchaser a copy of the Seller’s and RefuSol Holding’s irrevocable instruction to Credit Suisse AG to transfer, (i) immediately upon crediting the Preliminary Purchase Price to the Seller’s account as set forth in Annex 3.7.1 to the account of RefuSol Holding (IBAN: CH14 0483 5171 1454 2200 0, account number: 0858-1711454-22) and (ii) immediately upon crediting to the aforementioned account of RefuSol Holding to an account of Credit Suisse AG, the Credit Suisse Loan Amount (as defined in Section 13.3).

(e)     The Seller as the sole shareholder of RefuSol Holding shall hold and shall procure that RefuSol Holding as the sole shareholder of RefuSol holds shareholder’s meetings at the Closing and vote for shareholders’ resolutions (i) granting discharge (Entlastung) to each of the managing directors of RefuSol Holding and RefuSol mentioned in Section 4.4(a) above for fiscal year 2012 and the time period from 1 January 2013 through the date their resignations become effective, (ii) appointing Danny C. Herron and Gordon Tredger as new managing directors of RefuSol Holding and RefuSol.

(f)     The Purchaser shall pay the Preliminary Purchase Price in accordance with Section 3.

(g)     Following receipt of the Preliminary Purchase Price in accordance with Section 3, the Seller shall confirm such receipt in writing to the Purchaser.

(h)     Out of the Preliminary Purchase Price the Seller shall make a contribution in the amount of the Credit Suisse Loan Amount into the capital reserves of RefuSol Holding and the Parties shall procure that RefuSol Holding repays the Credit Suisse Loan Amount (as defined in Section 13.3) in accordance with Section 13.3 to Credit Suisse AG.

(i)     The Seller shall present to Purchaser a confirmation by Credit Suisse AG confirming receipt of the Credit Suisse Loan Amount.

(j)     The Seller shall deliver to the Purchaser duly executed copies of the non-compete undertakings of Mr. Rolf Prettl and Mr. Willi Prettl substantially in the form of the draft attached as Annex 4.4(j).

The Purchaser shall instruct and cause the management of RefuSol Holding to prepare and deliver to the Parties without undue delay but no later than sixty (60) days after the Closing Date the interim consolidated balance sheet of RefuSol Holding as of the Effective Date which shall reflect all items which are required to calculate the Net Working Capital (the Draft Effective Date Financial Statements). The Draft Effective Date Financial Statements shall be prepared (i) consistent with past practice (comprising of the Audited Consolidated Financial Statements, in particular, without limitation, maintaining the same accounting and valuation principles, methods and rules, and exercising consistently all options to capitalize or to include items on the liabilities side (Aktivierungs- und Passivierungswahlrechte)), and (ii) in accordance with generally accepted principles of accounting under HGB (Grundsätze ordnungsgemäßer Buchführung). In case of contradictions between the principles set out under (i) above and generally accepted principles of accounting under HGB (Grundsätze ordnungsgemäßer Buchführung), the principles set out under (ii) above shall prevail provided, however, that notwithstanding any other provision and solely for purposes of calculating the Net Working Capital, the method and approach reflected in Annex 3.2.2 shall take precedence. For the avoidance of doubt, with regard to facts and circumstances which have not been accounted or recorded

for in the past (i.e. no established past practice), generally accepted principles of accounting under HGB (Grundsätze ordnungsgemäßer Buchführung) shall prevail. To the extent interim individual balance sheets of the RefuSol Group Companies are required for the preparation of the Draft Effective Date Financial Statements, these individual balance sheets must (i) be prepared consistent with past practice (comprising of the individual unaudited or, to the extent they have been audited, audited financial statements of the respective RefuSol Group Companies as of 31 December 2012) and in accordance with generally accepted principles of accounting under the laws applicable to the RefuSol Group Companies in their respective jurisdictions (sentence 3 and sentence 4 of the Section 5.1 shall apply mutatis mutandis) and (ii) be transferred and adjusted to the Draft Effective Date Financial Statements in accordance with sentence 2 of this Section 5.1.

Based on the Draft Effective Date Financial Statements, the Purchaser shall instruct and cause the management of RefuSol Holding to prepare and deliver to the Parties without undue delay but no later than sixty (60) days after the Closing Date (i) a calculation of the Financial Debt as of the Effective Date and (ii) a calculation of the Net Working Capital as of the Effective Date (the calculations in (i) and (ii) collectively the Draft Effective Date Calculations).

The Seller and the Purchaser and their respective auditors shall be entitled to review the Draft Effective Date Financial Statements and the Draft Effective Date Calculations within twenty (20) Business Days (Review Period). The review of the Draft Effective Date Financial Statements shall be restricted to whether the Draft Effective Date Financial Statements comply with the requirements set forth in Section 5.1. The review of the Draft Effective Date Calculations shall be restricted to whether the Draft Effective Date Calculations have been correctly derived from the Draft Effective Date Financial Statements in accordance with Section 5.2. The Review Period commences with receipt by both the Seller and the Purchaser of the Draft Effective Date Financial Statements and the Draft Effective Date Calculations. Any objections to the Draft Effective Date Financial Statements and the Draft Effective Date Calculations shall be notified to the Seller or the Purchaser, as the case may be, specifying in writing each individual balance sheet item in dispute and sufficient reasons for such objections. To the extent that neither Party duly notifies any objections to the Draft Effective Date Financial Statements or the Draft Effective Date Calculations within the Review Period, the Draft Effective Date Financial Statements and/or the Draft Effective Date Calculations shall become final and binding upon the Parties upon expiration of the Review Period.

The Parties and their advisors shall have full access to the management, accounts and other financial information of RefuSol Holding and RefuSol as is reasonably necessary for the review according to Section 5.3.

In the event that the Seller and/or the Purchaser notifies any objections to the Draft Effective Date Financial Statements and/or the Draft Effective Date Calculations, the Parties shall then attempt to reach an agreement on the treatment of such objections within twenty (20) Business Days from the expiration of the Review Period. Any amendments to balance sheet assessments or valuations unanimously agreed upon by the Parties

shall be incorporated into the Draft Effective Date Financial Statements and – if applicable – into the Draft Effective Date Calculations.

The Draft Effective Date Financial Statements and the Draft Effective Date Calculations, to the extent they have become final and binding upon the Parties upon expiration of the Review Period pursuant to Section 5.3 and into which any amendments to balance sheet assessments or valuations unanimously agreed upon by the Parties pursuant to Section 5.5 and any balance sheet assessments or valuations determined in a final and binding expert’s opinion in accordance with Section 5.6 have been incorporated, are herein referred to as the Effective Date Financial Statements and the Effective Date Calculations, respectively.

The Seller agrees to pay a minor portion of its Earn-out Amount as set forth in Annex 6.3 and have such amount remitted to the employees of Refusol listed in Annex 6.3 within five days of the receipt of the Earn-out Amount should such employees continue to be employed by Refusol and to be in good standing at the date of the payment of the Earn-out Amount. For the avoidance of doubt, the amounts set forth in Annex 6.3 shall be gross amounts, and the employees shall be paid only the respective net amounts. The Seller shall only be obliged to remit any such amount if the Earn-out Amount is paid to the Seller in full (EUR 10,000,000). Any payments under this Section 6.3 shall be coordinated with Refusol to ensure that applicable taxes and social security deductions are made.

The Seller and its auditors shall be entitled to review the Draft P&L Statements and the Draft Earn-out Calculation within twenty (20) Business Days (Earn-out Review Period). The review of the Draft P&L Statements and the Draft Earn-out Calculation shall be restricted to whether the Draft P&L Statements and the Draft Earn-out Calculation comply with the requirements set forth in Sections 6.1 and 6.2. The Earn-out Review Period commences with receipt by the Seller of the Draft P&L Statements and the Draft Earn-out Calculation. Any objections of the Seller to the Draft P&L Statements and the Draft Earn-out Calculation shall be notified to the Purchaser and the Parent Company specifying in writing each individual item in dispute and sufficient reasons for such objections. To the extent that the Seller does not duly notify any objections to the Draft P&L Statements and the Draft Earn-out Calculation within the Earn-out Review Period, the Draft P&L Statements and/or the Draft Earn-out Calculation shall become final and binding upon the Parties upon expiration of the Earn-out Review Period.

The Seller and its advisors shall have full access to the management, accounts and other financial information of the Parent Company and its affiliates (including, for the avoidance of doubt, the RefuSol Group Companies) as is reasonably necessary for the review according to Section 6.4. The Seller shall treat such information as confidential information of the Parent Company.

In the event that the Seller notifies any objections to the Draft P&L Statements and/or the Draft Earn-out Calculation, the Parties shall then attempt to reach an agreement on the treatment of such objections within twenty (20) Business Days from the expiration of the Earn-out Review Period. Any amendments unanimously agreed upon by the Parties shall be incorporated into the Draft P&L Statements and the Draft Earn-out Calculation.

The Draft P&L Statements and the Draft Earn-out Calculation, to the extent they have become final and binding upon the Parties upon expiration of the Earn-out Review Period pursuant to Section 6.4 and into which any amendments unanimously agreed upon by the Parties pursuant to Section 6.6 and any amendments

determined in a final and binding expert’s opinion in accordance with Section 6.7 have been incorporated, are herein referred to as the P&L Statements and the Earn-out Calculation, respectively.

The Seller acknowledges that the Earn-out Shares payable in accordance with this Section 6.9 are issued under an exemption from registration under the US Securities and Exchange Commission rules and regulations, and accordingly, are subject to restrictions on transfer for up to one year. The Parent Company will provide the Earn-out Shares to the Seller free of any restrictive legends unless legally required to qualify under the applicable regulation or exemption.

As of the Signing Date, Seller (i) is an accredited investor and not a U.S. person within the meaning of Regulation D and Regulation S of the U.S. Securities Act of 1933, as amended (33 Act), (ii) will acquire the Earn-Out Shares for its own account and not for the account or benefit of any U.S. Person, and (iii) agrees to resell the Earn-Out Shares (if it decides to do so) in accordance with an available exemption under the 33 Act, or Regulation S, Regulation D or Rule 144 of the 33 Act.

The Seller hereby guarantees to the Purchaser by way of an independent promise of guaranty pursuant to sec. 311 para. 1 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope and subject to the requirements and limitations provided in Section 8 hereof or otherwise in this Agreement that the statements set forth in Sections 7.2 through 7.17(a) are correct as of the date of this Agreement (Signing Date) , unless explicitly provided otherwise in this Section 7. The Seller and the Purchaser agree and explicitly confirm that the guaranties in Sections 7.2 through 7.17(a) are not granted, and shall neither be qualified and construed as agreements on quality (Beschaffenheitsvereinbarungen) within the meaning of Section 434 para 1 of the BGB nor as quality guaranties concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of sec. 443, 444 of the BGB.

arrangements or other rights of third parties to acquire any of the Shares or any of the shares in RefuSol or the RefuSol Group Companies. Annex 7.2.2 sets forth a complete and accurate list of the authorized, issued and outstanding equity interest of each of the RefuSol Group Companies and the owners of such equity interest.

(a)    does not result in a violation of Seller’s organizational documents,

(c)    does not violate any law or regulation applicable to the Seller.

Except as set forth in Annex 7.3 the RefuSol Group Companies are not parties to any domination agreements (Beherrschungsverträge), profit and loss pooling agreements (-gewinnabführungsverträge) or other enterprise agreements (andere Unternehmensverträge) within the meaning of sec. 291, 292 of the German Stock Corporation Act (Aktiengesetz – AktG).

The Audited Consolidated Financial Statements present a true and fair view of the assets and liabilities (Vermögenslage), financial position (Finanzlage) and earnings position (Ertragslage) of the consolidated RefuSol Group Companies as of their respective dates. Except as set forth in Annex 7.4(b), the RefuSol Group Companies have not incurred any liabilities, indebtedness obligations of any nature in the meaning of sec. 285 no. 3 and no. 3a of the HGB or in the meaning of sec. 251 of the HGB, outside the ordinary course of business, that are not shown in the Audited Consolidated Financial Statements.

The RefuSol Group Companies do not own any real property (Grundstücke). Annex 7.5 contains a complete listing of all leases (Leased Real Property), the location of the leased premises, the term of such lease and the annual lease payments.

Annex 7.6 contains a correct and complete SAP-list of all non-current assets with a value of at least EUR 10,000 of RefuSol as of 26 March 2013. The Purchaser acknowledges that – although Annex 7.6 also lists non-current assets with a value of less than EUR 10,000 – no guaranty is given by the Seller with regard to non-currents assets with a value of less than EUR 10,000.

With the exception of the proceedings set forth in Annex 7.9, there are no judicial, arbitral or regulatory proceedings ( related to disputes) to which any of the RefuSol Group Companies is a party. Within the past 18 months prior to the Signing Date, in addition to those proceedings set forth in Annex 7.9 no such judicial, arbitral or contested regulatory proceedings have been threatened in writing against (or otherwise involving (Streitverkündung)) any of the RefuSol Group Companies.

Except as disclosed in Annex 7.10, to the Seller’s Best Knowledge, the RefuSol Group Companies have not produced and sold any products that could lead to material product liability. Except as disclosed in Annex 7.10, to the Seller’s Best Knowledge, none of the RefuSol Group Companies has any material liability for replacement, repair or refund relating to its products (i) in excess of its warranty reserve provisions made in the financial statements for the financial year 2012 or (ii) incurred since the cut-off date of the financial statements for the financial year 2012 outside the ordinary course of business. During the last twenty four months prior to the Signing Date, except as disclosed in Annex 7.10, none of the RefuSol Group Companies has been notified in writing of, or, to the Seller’s Best Knowledge, is otherwise aware of, any epidemic product failures or claims that any of its products may have caused a fire. In addition, except as disclosed in Annex 7.10, to the Seller’s Best Knowledge none of the RefuSol Group Companies are aware of any claims for any extraordinary product returns, warranty obligations or product services related to its products or services that could lead to material product liability. Except as otherwise disclosed in Annex 7.10, to the Seller’s Best Knowledge, (i) the RefuSol Group Companies have obtained all UL, IEC and CEC product certifications and listings that are material to the business, and (ii) all information concerning the listed or certified products presented to the relevant listing agencies continues to be accurate, and (iii) there exist no facts or circumstances that are likely to result in the elimination of any such listings or certifications.

To the Seller’s Best Knowledge, the RefuSol Group Companies conduct their respective businesses materially in compliance with all material public laws (including, but not limited to, environmental laws) that are applicable to the respective RefuSol Group Companies.

Annex 7.12 lists all public grants (Zuschüsse), allowances, aids and other subsidies (Subventionen) (Public Subsidies) specifically granted to any of the RefuSol Group Companies within the period of three years prior

to the date of this Agreement. To the Seller’s Best Knowledge, with respect to the Public Subsidies, the RefuSol Group Companies are in material compliance with applicable requirements, and no proceedings regarding a revocation, refund or withdrawal of a Public Subsidy have been initiated or, to the Seller’s Best Knowledge, threatened in writing and to the Seller’s Best Knowledge, there are, for the avoidance of doubt, other than the change of ownership in RefuSol Holding that will occur in the course of the consummation of this Agreement, no circumstances which would justify the initiation of such proceedings.

Since 1 January 2013 until the Signing Date, the business operations of RefuSol Holding, RefuSol and the other RefuSol Group Companies have been conducted exclusively in the ordinary course of business and in substantially the same manner as before. Specifically, RefuSol Holding, RefuSol and other RefuSol Group Companies have not

The RefuSol Group Companies and their directors, officers and employees have not, in connection with the business of the RefuSol Group Companies, (i) used any funds of the RefuSol Group Companies for bribes (Schmiergelder) or other unlawful purposes in violation of applicable criminal laws (Strafgesetze) in the countries in which they operate, sell or service; (ii) requested or accepted any bribes or other unlawful benefits in violation of applicable criminal laws (Strafgesetze); or (iii) established or maintained any funds or assets, in each case in violation of applicable criminal laws (Strafgesetze) in the countries in which they operate, sell or service. In particular, the Refusol Group Companies have not violated any applicable anti-bribery law (including, the German Criminal Code (Strafgesetzbuch) and the US Foreign Corrupt Practices Act of 1977, as amended). Since 1 January 2009 the RefuSol Group Companies have not conducted any business transactions with any entities, persons, or government agencies of the countries listed in Annex 7.14.

(a)    agreements for joint ventures, strategic alliances and joint development of products;

a material adverse change to the RefuSol Group Companies taken as a whole; (ii) no party to a Material Agreement has given written notice of termination or indicated in writing that it will give notice of termination, and no circumstances exist which give any party to a Material Agreement the right to terminate such Material Agreement; and (iii) no party to a Material Agreement is in material breach of a Material Agreement. Except as disclosed in Annex 7.15.1(a) through 7.15.1(l) (which disclosure clearly notes the existence of such change-of-control clause), none of the Material Agreements contains a change-of-control clause which gives the third party the right to terminate such Material Agreement for cause or to increase prices based on the exclusive argument that the ownership of the Shares in RefuSol Holding has changed or Entities of the Prettl Group have ceased to control or to hold certain minimum (direct or indirect) shareholdings in RefuSol Holding or RefuSol as a result of the consummation of this Agreement.

Annex 7.16 sets forth a complete and accurate list of all written agreements with principal obligations (Hauptleistungspflichten) not yet fully performed between any RefuSol Group Company and a related party (including any company within the Prettl Group) as of the date hereof.

Neither the signing of this Agreement nor the consummation of the transactions contemplated in this Agreement triggers any severance payments to be made by any of the RefuSol Group Companies to its employees or any broker fees or bonus payments to be made by any of the RefuSol Group Companies to third parties or employees.

7.17a     Taxes

(c)    taxation issues, with the exception of the provisions in Section 10.

If the Purchaser becomes aware of any circumstances which reasonably indicate the possibility of a breach of a guaranty pursuant to Section 7, the Purchaser shall without undue delay but in any case within thirty (30) Business Days notify the Seller thereof. Such notice shall state the nature and the circumstances of the possible breach as well as the likely amount involved to the extent such determination is possible at the time of the notice. The Purchaser shall provide all documents, other materials and information required by the Seller and their advisors to investigate the alleged breach.

The Seller shall not be liable for, and the Purchaser shall not be entitled to claim for, any claims for a breach of guaranties pursuant to Section 7 unless (i) the individual claim exceeds the amount of EUR 30,000 (in words: thirty thousand euros) (De Minimis) and (ii) the aggregate amount of the all individual claims exceeding the De Minimis exceeds the amount of EUR 500,000 (in words: five hundred thousand euros) (Threshold) (Freibetrag). If the sum of individual claims exceeding the De Minimis exceeds the Threshold, the Seller shall only be liable for, and the Purchaser shall only be entitled to claim for, the amount exceeding the Threshold. The Threshold shall not apply to claims for a breach of guaranties which are incomplete or incorrect due to a wilful act (vorsätzliche Handlung) of the Seller and the De Minimis and the Threshold shall not apply to claims for a breach of guaranties in Section 7.17a, Taxes.

Subject to sentences 2 through 5 of this Section 8.4, the Seller’s aggregate liability under this Agreement shall be limited to EUR 12,000,000 (in words: twelve million euros) (Cap). The Sellers’ aggregate liability for breaches of the provisions of this Agreement other than the guaranties set forth in Sections 7.2.1 through 7.2.3, Section 7.3, sentence 1 and sentence 2 of Section 7.7.1 and Section 7.17a and other than the provisions of Section 10 shall, however, be limited to EUR 6,000,000 (in words: six million euros) (General Cap). The Seller’s aggregate liability (i) for breaches of the Seller’s guaranties set forth in Section 7.17a and (ii) under Section 10 shall also be limited to a (separate) amount of EUR 6,000,000 (in words: six million euros) (Tax Cap). The aggregate liability of the Seller (i) for breaches of the Seller’s guaranties, other than the guaranties set forth in Sections 7.2.1 through 7.2.3, Section 7.3 and Section 7.17a, but including, for the avoidance of doubt, for breaches of the guaranties set forth in sentence 1 and sentence 2 of Section 7.7.1, and (ii) for breaches of the Seller’s guaranties set forth in Section 7.17a and under Section 10 shall in no event exceed the Cap. The Cap shall not apply to the guaranties set forth in Section 7.2.1 through 7.2.3 and 7.3, provided, however, that the overall liability of the Seller under these provisions shall in no event exceed the Purchase Price. The Cap, the General Cap and the Tax Cap shall also not apply to claims for breach of guaranties which are incomplete or incorrect due to a wilful act (vorsätzliche Handlung) or fraudulent misrepresentation (arglistige Täuschung) of the Seller.

Sec. 254 of the BGB shall remain unaffected, i.e. the Purchaser is in particular obliged to prevent the occurrence of any damages and to limit the scope of any damages incurred.

If the Purchaser becomes aware of any claim by a third party (Third Party Claim) which may give rise to a claim of the Purchaser for a breach of the guaranties pursuant to Section 7, the Purchaser shall without undue delay but in any case within thirty (30) Business Days notify the Seller of such Third Party Claim and shall provide the Seller with all documents, other materials and information required by the Seller and their advisors

to evaluate such Third Party Claim. The Parties shall cooperate in defending such Third Party Claim. With respect to Third Party Claims being brought against any of the RefuSol Group Companies, the Parties agree that the Third Party Claim shall, in principle, be defended by the respective company, taking into account the legitimate interests of the Seller. The Seller shall be entitled to participate in all negotiations and meetings with the third party. To the extent there is no breach of a guaranty pursuant to Section 7 the costs and expenses reasonably incurred by the Seller in connection with the proceeding relating to the Third Party Claim shall be borne by the Purchaser.

All claims for any breach of the guaranties pursuant to Section 7 and any claims for indemnification in accordance with Section 11.2 and Section 12 shall become time-barred (verjähren) eighteen (18) months after the Closing Date, except for (i) claims based on a breach of the guaranties given under Sections 7.2.1 through 7.2.3 which shall become time-barred three years after the Closing Date and (ii) claims based on a breach of the guaranties given under Section 7.17a which shall become time-barred seven years after the Closing Date. Sec. 203 of the BGB shall not apply.

The Parties agree that the remedies for a breach of any of the guaranties of the Seller pursuant to Section 7 above supersede and replace any statutory buyer's rights under applicable law and that such remedies shall, with the exception of breaches of the Seller’s guaranties set forth in Section 7.17a for which the Purchaser’s right to claim indemnification in accordance with Section 10 shall not be excluded, be the exclusive remedies available to the Purchaser if a guaranty of the Seller pursuant to Section 7 above is breached. This shall, in particular, but without limitation, apply to any claims for pre-contractual fault (sec. 311 para. 2 and 3 of the BGB), claims for breach of contract (Pflichtverletzung aus dem Schuldverhältnis), the right to reduce the Purchase Price (Minderung), the right to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung), unless the claim in question is based on a wilful act (vorsätzliche Handlung) or fraudulent misrepresentation (arglistige Täuschung) of the Seller.

Any payments made under this Section 8 in conjunction with Section 7, under Section 9 or under Section 10 et seqq. shall be considered an adjustment of the Purchase Price paid to the Seller. If and to the extent the Seller makes payments directly to the RefuSol Group Companies under this Section 8 in conjunction with Section 7 or under Section 10 et seqq., such payment shall be considered an adjustment of the Purchase Price paid to the Seller and shall be regarded as contribution by the Purchaser into the capital reserves of the respective RefuSol Group Company

The Purchaser and the Parent Company hereby guarantee by way of an independent promise of guaranty pursuant to Sec. 311 para. 1 of the BGB (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) that

In the event that the Purchaser or the Parent Company is in breach of any guaranty pursuant to Section 9, the Purchaser and Parent Company shall indemnify and hold harmless the Seller from any damages incurred by the Seller. All claims of the Seller arising under this Section 9 shall be time-barred three years after the Closing Date.

For the purposes of this Agreement:

Tax means (i) any tax (Steuer) within the meaning of sec. 3 para. 1 and 3 of the German Fiscal Code (Abgabenordnung), or a corresponding foreign law provision, imposed by any federal, state or local tax authority competent for the imposition of such tax (each a Tax Authority and collectively the Tax Authorities), together with any ancillary tax charges (steuerliche Nebenleistungen) (such as e.g. interest, costs, or additions to tax (Steuerzuschläge)) within the meaning of sec. 3 para. 4 of the German Fiscal Code (Abgabenordnung), or a corresponding foreign law provision, (ii) any social security contributions (Sozialversicherungsbeiträge), (iii) any payment obligation under a secondary liability with respect to charges within the meaning of (i) to (ii) (Haftungsverbindlichkeiten), (iv) surcharges, penalties and fines relating to the aforementioned charges and liabilities according to (i) to (iii) for the aforementioned taxes.

Tax Proceeding means any administrative and judicial proceeding or action of any RefuSol Group Company relating to any Tax including preparatory measures e.g. preparation of Tax Returns, Tax assessments, Tax audits, objections, appeals, meeting and correspondence with any Tax Authority (as defined above).

Tax Refund means any received repayment of any Tax (including – but not limited to – by way of set-off or deduction) and any claim for a Tax repayment attributable to periods up to and including the Effective Date

Tax Return means any return, declaration or similar document relating to any Tax and to be submitted to any Tax Authority, including any schedule or attachment thereto.

For the avoidance of doubt, the Seller shall not indemnify the Purchaser for Taxes other than the Indemnified Taxes.

resulting from business transactions after the Effective Date, this income, profit or turnover shall be attributable to the periods after the Effective Date.

The Purchaser shall, unless and to the extent the respective amount has already excluded the indemnification pursuant to Section 10.3 above, pay to the Seller any Tax Refund relating to Indemnified Taxes; the Seller shall not be entitled to claim the Tax Refund if and to the extent the Tax Refund corresponds to or can be offset against Tax increases (Steuererhöhungen) suffered by the Purchaser or its affiliates within the meaning of sec. 15 et seqq. of the AktG (including the RefuSol Group Companies, in each case arising out of the circumstance triggering the Seller’s claim).

After the Closing Date, the Purchaser shall ensure that the RefuSol Group Companies prepare and file when due all their Tax Returns in line with past practice, provided that the applicable tax laws and procedures are respected. Any Tax Returns relating in whole or in part to time periods up to and including the Effective Date shall be subject to the review and written consent of Seller as set forth below. The Purchaser shall procure that no such Tax Return is submitted to any Tax Authority without written approval of the Seller, which approval shall not be unreasonably withheld. The Seller shall review the Tax Return within twenty (20) Business Days, and if Seller fails to comment or respond, the Seller shall be deemed to have approved of such Tax Return. Should the Seller not provide consent for any Tax Return, it must do so by providing to Purchaser, within twenty (20) Business Days, supportable analysis of tax counsel setting forth the reasons for not providing such consent and the statutory basis supporting such reasons.

Pursuant to an asset sale and purchase agreement dated 7 July 2010 and amended on 20 July 2010, 28 July 2010 and 21 January 2011 between RefuSol as Seller and REFU Elektronik GmbH, having its registered seat in Stuttgart, registered with the commercial register of the local court of Stuttgart under HRB 225490, at that time named Endress power products GmbH (REFU Drive), a wholly owned subsidiary of the Seller, RefuSol carved out its business unit “Drive”, which comprises the development, manufacturing and distribution of electronic and electro technical drive systems (Carve-out) with economic effect as of 31 May 2010.

As part of the Carve-out the employees listed in Annex 11.2 have been transferred to REFU Drive by operation of law pursuant to sec. 613a of the BGB (REFU Drive Employees). The Seller indemnifies upon first demand and holds harmless RefuSol from any and all claims raised by REFU Drive Employees against RefuSol resulting from or in connection with claims to have remained employed with RefuSol due to the information letter that informed the REFU Drive Employees of the Carve-out not meeting the requirements of sec. 613a para 5 of the BGB. The indemnification shall include in particular any and all compensation, remuneration and reasonable legal costs. In case such claims are raised RefuSol shall inform the Seller without undue delay in writing. RefuSol shall terminate the employment contract with any REFU Drive Employee claiming to continue to be employed with RefuSol or be entitled to return as employee to RefuSol at the earliest possible date.

RefuSol has entered into certain service agreements on the basis of which third parties have agreed to provide specific maintenance services to customers of RefuSol (Service Agreements). Seller shall indemnify (freistellen) RefuSol from (i) any claims of customers and (ii) any fines assessed and finally determined by competent authorities in connection with the Service Agreements. Sections 8.5 and 8.6 shall apply mutatis mutandis.

The Seller and the Purchaser are aware that RefuSol Holding and RefuSol as jointly liable borrowers on the one hand and Credit Suisse AG on the other hand have entered into a certain EUR 40,000,000 loan agreement dated 23/26 and 27 September 2012 (Credit Suisse Loan Agreement). As of the date of this Agreement, the loan (Credit Suisse Loan) is still outstanding in a principal amount of EUR 25,000,000 .. The Seller and the Purchaser are further aware that (i) the transfer of Shares as contemplated by this Agreement constitutes a change of ownership under the Credit Suisse Loan Agreement, (ii) triggers a termination right of Credit Suisse AG and (iii) Credit Suisse AG intends to exercise its termination right. The Seller and the Purchaser hereby agree that at Closing all claims payable under the Credit Suisse Loan (principal, accrued interests, redemption fees, termination fees, penalties, prepayment fees premium expenses or other amounts which Credit Suisse AG is entitled to charge in connection with the prepayment of the Credit Suisse Loan; in the

aggregate Credit Suisse Loan Amount) shall in full be repaid out of the Preliminary Purchase Price. The payment to Credit Suisse AG shall be effected by way of a contribution by the Seller of the Credit Suisse Loan Amount into the capital reserves of RefuSol Holding and repayment of the Credit Suisse Loan to Credit Suisse AG by RefuSol Holding.

The Seller has ensured that the RefuSol Group Companies have remained insured until the Closing Date in substantially the same way as they were prior to the Closing Date and that all premiums due for such insurances until the Closing Date has been duly and timely paid.

RefuSol Holding and RefuSol currently use the site Uracher Str. 91, Metzingen, on the basis of a long-term lease agreement concluded between RefuSol and Immoprett Süd GmbH. Purchaser is aware of the content of the lease agreement and undertakes to ensure that RefuSol Holding and RefuSol will after the Closing continue to use the before-mentioned site for a period of at least five years from the Closing. The Purchaser undertakes to perform all steps necessary for the continuous use of the afore-mentioned sites and to procure that the lease agreements will not be terminated or ended in any other way by RefuSol Holding or RefuSol prior to such date unless for cause (wichtiger Grund).

Prettl Electronics AG and its affiliates, namely Prettl Electronics Hungary KFT (collectively Prettl AG) and RefuSol have entered into a long-term supply agreement. The Purchaser and Prettl AG have negotiated an amendment to such long term supply agreement. A draft of the amended supply agreement (with revised pricing) is attached as Annex 14.2(a). At the Closing, the Seller shall deliver to the Purchaser a copy of such amended supply agreement that has been duly executed by Prettl AG and RefuSol. The Purchaser is aware of the content of the long-term supply agreement and undertakes to ensure that for a period of at least two years from the Closing the supply agreement will not be terminated or ended in any other way. If Prettl Electronics AG and RefuSol have not agreed on the prices applicable for the calender year 2015 until eighteen (18) months after the Closing, the long-term supply agreement shall automatically terminate after two (2) years from the Closing. RefuSol has further entered into a long-term supply agreement with REFU Drive. Seller shall obtain an undertaking from REFU Drive that such supply agreement shall be available to RefuSol for a minimum period of six (6) months from the Closing. A draft of the amended agreement is attached in Annex 14.2(b).

Purchaser is aware that RefuSol has entered into a trademark licence agreement with REFU Drive regarding the use of certain trademarks etc. dated 29 August 2011. The Parties agree to ensure that the trademark licence agreement will terminate 24 months after the Closing. The Purchaser undertakes to procure that the RefuSol Group Companies shall 24 months after the Closing cease using the name “Refu” and “RefuSol” in their business activities.

The Parties agree to procure that Refu Solar Electronics Pvt. Ltd. and Prettl India Pvt. Ltd. enter into an agreement for the shared use of the site in Pune and the shared use of certain services. The terms of such site sharing agreement shall correspond to the terms set forth in the term sheet attached as Annex 14.4.

The Parties agree to procure that the domains and trademarks listed in Annex 14.5, which, as of the Signing Date are owned by RefuSol but pertain to the business of REFU Drive, are transferred from RefuSol to Refu Drive without any compensation payable by REFU Drive and without undue delay after the Signing.

As a Closing Action, a copy of a duly executed Annex 14.6(i) shall be delivered concerning all shares that RefuSol holds in REFU Korea Solar Electronics Ltd. (REFU Korea) which will be effective immediately prior to Closing from RefuSol to Refu Drive or, at the Seller’s election, the Seller without any compensation payable by REFU Drive or the Seller. The Purchaser shall procure, by way of supplying REFU Korea with photovoltaic inverters, solely to the extent that REFU Korea has a binding sales obligation to a customer as of the date of this Agreement, whereby REFU Korea would be entitled to earn a distributor margin as set forth in Annex 14.6(ii) that REFU Korea will continue to be in a position to fulfill its contractual obligations. The Seller shall procure that, after the Closing Date, REFU Korea will no longer enter into any new agreements relating to the sale of RefuSol’s photovoltaic inverters.

The Seller undertakes not to engage in any activity in the fields of development, manufacturing, distribution and service of photovoltaic-inverters for a time period of 24 months after the Closing. The Seller shall ensure that it and any entity directly or indirectly controlled by Mr. Rolf Prettl or Mr. Willi Prettl (Prettl Affiliates) do not engage in any activity in the fields of development, manufacturing, distribution and service of photovoltaic-inverters and, with the exception of (i) the acquisition of securities of the Parent Company (ii), subject to Section 14.6, the participation in REFU Korea Solar Electronics Ltd., solely for the purposes of fulfilling existing contractual obligations, and (iii) subject to the terms and provisions of Section 14.2, the participations in REFU Drive and Prettl Electronics AG and its subsidiaries, solely for the purposes of fulfilling its contractual obligations to RefuSol, do not incorporate, acquire or directly or indirectly participate in any entity which is active in the fields of development, manufacturing, distribution and service of photovoltaic-inverters for a time period of 24 months after the Closing. For the avoidance of doubt, the Seller and the Prettl Affiliates shall not be restricted from developing, manufacturing and distributing PCBAs for inverters of any kind so long as RefuSol Intellectual Property Rights are not utilized.

Subject to the terms hereof, the non-compete undertakings pursuant to Section 15.1 above shall not apply to (i) the development, manufacturing and distribution of off-grid “stand-alone” solutions consisting of three or more of the following component groups: solar panels, inverters, generators, control electronic and storage batteries (sold together) to provide electrical power for local use in locations worldwide where reliable and consistent AC electricity is generally or temporarily not available (for example, drilling rigs, cell phone towers, crane operations and the like) or as a back-up solution in case of power-outages (for example, hospitals and the like) (referred to herein as Genset Solutions); (ii) the development, construction, operation and sale of solar parks and solar roofing equipment of any kind provided that no Refusol Group Companies’ product intellectual property right is used and (iii) the development, manufacturing and distribution of “stand-alone” kits consisting of a residential-photovoltaic- inverter below 12 kilowatt in power, solar panels, and mounting system as a “do it yourself” solution for homeowners but not for commercial application (referred to herein as the Residential Kit) .

Seller shall ensure that it and any Prettl Affiliates shall not solicit, endeavour to entice away, hire, employ or offer to employ directly or indirectly or conclude a service contract with any employee of RefuSol Group Companies or AE Solar Energy, Inc (“AESE”) for a period of two (2) years from the Closing Date; provided, however, that the foregoing shall not prohibit Seller or such Prettl Affiliate from employing any employee with an annual salary of 50,000 Euros or less (other than Key Employees which may not be hired for two years) of the Refusol Group Companies or AESE which have approached Seller or Prettl Affiliates without any encouragement by Seller or any of the Prettl Affiliates or which have responded to an employment offer made to unspecified persons in the press or which has otherwise been widely circulated.

Purchaser shall procure that RefuSol authorizes Seller as provided for in Annex 15.4.

Purchaser shall procure that RefuSol grants Seller a license as provided for in Annex 15.5.

The Parent Company hereby guarantees by way of an independent promise of guaranty pursuant to sec. 311 para. 1 of the BGB (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) the proper fulfilment of all of the payment obligations of the Purchaser under or in connection with this Agreement.

The Seller’s Guarantor hereby guarantees by way of an independent promise of guaranty pursuant to sec. 311 para. 1 of the BGB (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) the proper fulfilment of all of the payment obligations of the Seller under or in connection with this Agreement.

This Agreement and any rights and obligations hereunder may not be assigned and transferred, in whole or in part, without the prior written consent of the other Parties hereto.

Each Party shall keep strictly confidential, prevent the disclosure to third parties and pass on only to their affiliates within the meaning of sec. 15 et seqq. AktG, to Entities of the Prettl Group or to the direct or indirect shareholders of Entities of the Prettl Group, any information which it has obtained in connection with the conclusion of this Agreement with regard its contents, the RefuSol Group Companies, the other Parties as well as the other Parties’ affiliates within the meaning of sec. 15 et seqq. AktG and use such confidential information only for its own and not for other purposes. The foregoing obligation shall not apply to any facts which are in the public domain, which come into the public domain without a violation of this obligation or the disclosure of which is required by law or by the capital markets rules applicable to the respective Party or is necessary pursuant to similar requirements of a regulatory authority or as a result of the performance of this Agreement.

Prior to issuing any press release or making any similar voluntary announcement with respect to the transactions contemplated in this Agreement, the Parties shall agree on the form and content of such press release or similar announcement. If a public announcement is required by law or by the capital markets rules applicable to the respective Party or is necessary pursuant to similar requirements of a regulatory authority, the Parties shall use their best efforts to coordinate with one another in advance.

The Seller is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. Accordingly, the Seller and its affiliates agree to not purchase or sell securities of Purchaser in violation of such United States securities laws.

Each Party shall bear its own costs and expenses in connection with the preparation, conclusion and performance of this Agreement, including any professional fees, costs and expenses of its advisors. The costs

of the notarisation of this Agreement and the fees charged by the competent antitrust authorities shall be borne by the Purchaser.

All transaction taxes (Verkehrsteuern) including any real estate transfer tax (Grunderwerbsteuer) and similar domestic or foreign taxes, fees or charges resulting from the conclusion or performance of this Agreement shall be borne by the Seller and the Purchaser in equal amounts insofar as RefuSol Holding is not liable to pay the taxes or fees (Steuer- oder Gebührenschuldner). To the extent RefuSol Holding is liable to pay the taxes or fees, RefuSol Holding shall bear the taxes and fees. The Seller shall not opt to treat any sale or transfer contemplated in this Agreement as subject to value added tax pursuant to § 9 Value Added Tax Act (UStG).

All legally binding statements and other notices in connection with this Agreement (collectively the Notices and individually a Notice) shall be made in writing in accordance with sec. 126 paras. 1, 2 and 4 of the BGB unless a formal notarisation or another specific form is required by mandatory law or by this Agreement. The written form requirement shall be satisfied through transmission by facsimile or an exchange of letters (but not through any other form of telecommunication transmission). An electronic transmission (such as by email) shall not be sufficient to satisfy the written form requirement, even if the electronic transmission meets the requirements of sec. 126a of the BGB.

Any notices to be delivered to the Seller hereunder shall be addressed as follows:

with a copy to its advisors for information purposes:

Any notices to be delivered to the Seller’s Guarantor hereunder shall be addressed as follows:

with a copy to its advisors for information purposes:

Any Notices to be delivered to the Purchaser hereunder shall be addressed as follows:

with a copy to the Parent Company for information purposes:

and with a copy to its advisors for information purposes:

Any Notices to be delivered to the Parent Company hereunder shall be addressed as follows:

with a copy to its advisors for information purposes:

The Parties shall without undue delay give written Notice to the other Parties of any changes in the addresses and fax-numbers set forth in Section 20.2 through Section 20.5 above. In the absence of such communication, the address stated above shall remain valid.

Any amendment of, supplement to or termination (Aufhebung) of this Agreement, including any amendment of this provision, shall be valid only if made in writing, unless more stringent form (e.g. notarisation) is required by mandatory law.

This Agreement constitutes the final and complete expression of agreement between the Parties with respect to the subject matter covered herein and supersedes any and all previous negotiations, agreements and understandings, whether written or verbal, between the Parties with respect to the subject matter of this Agreement or parts thereof. There are no side agreements to this Agreement apart from the annexes mentioned herein and the contracts to be concluded on the basis of this Agreement.

For the purposes of this Agreement, Business Day means a day on which banks are open for business in Frankfurt am Main, Germany. All deadlines contained in this Agreement shall, unless explicitly specified otherwise, start on the first Business Day subsequent to the receipt of the Notice by the addressee.

Should any provisions of this Agreement be or become, either in whole or in part, ineffective or unenforceable, or should this Agreement contain a gap, then the validity of the other provisions of this Agreement shall remain unaffected thereby. Any such ineffective or unenforceable provision shall, to the extent permitted by law, be deemed replaced by such provision as most closely reflects the economic intent and purpose of what the Parties would have agreed upon had they known of the invalidity by the time of conclusion of this Agreement or upon a subsequent addition of other provisions. This also applies should the invalidity of a provision be due to a specification of performance or time (term or due date) provided for in this Agreement; in such a case, the agreed shall be deemed replaced by such a provision as most closely reflects the intended and legally permitted specification of performance or time (term or due date).