Execution
Copy



     

    


     

    


     

     

    


     

    MEMBERSHIP  INTERESTS
PURCHASE AGREEMENT

     

    BY
AND BETWEEN

     

    WELLHEAD
ELECTRIC EQUIPMENT, LLC

     

    MMC
ENERGY, INC.

     

    


     

    


     

    


     

    Dated:
November 26, 2008

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
OF CONTENTS

      


      Page

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    	ARTICLE
      I	DEFINITIONS	
                                                                                                                                                                                            1

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      1.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Definitions

                                                                                                                                                                                          	
                                                                                                                                                                                            1

                                                                                                                                                                                          
	ARTICLE
      II	THE
      ACQUISITION	
                                                                                                                                                                                            3

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      2.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Purchase
      and Sale of the Interests

                                                                                                                                                                                          	
                                                                                                                                                                                            3

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      2.2

                                                                                                                                                                                          	
                                                                                                                                                                                            Purchase
      Price

                                                                                                                                                                                          	
                                                                                                                                                                                            3

                                                                                                                                                                                          
	ARTICLE
      III	REPRESENTATIONS
      AND WARRANTIES OF SELLER	
                                                                                                                                                                                            4

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Organization
      and Qualification

                                                                                                                                                                                          	
                                                                                                                                                                                            4

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.2

                                                                                                                                                                                          	
                                                                                                                                                                                            Authorization

                                                                                                                                                                                          	
                                                                                                                                                                                            4

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.3

                                                                                                                                                                                          	
                                                                                                                                                                                            No
      Violation

                                                                                                                                                                                          	
                                                                                                                                                                                            4

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.4

                                                                                                                                                                                          	
                                                                                                                                                                                            Capitalization
      of the Company

                                                                                                                                                                                          	
                                                                                                                                                                                            5

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.5

                                                                                                                                                                                          	
                                                                                                                                                                                            Subsidiaries

                                                                                                                                                                                          	
                                                                                                                                                                                            5

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.6

                                                                                                                                                                                          	
                                                                                                                                                                                            Organizational
      Documents

                                                                                                                                                                                          	
                                                                                                                                                                                            5

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.7

                                                                                                                                                                                          	
                                                                                                                                                                                            Consents
      and Approvals

                                                                                                                                                                                          	
                                                                                                                                                                                            5

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.8

                                                                                                                                                                                          	
                                                                                                                                                                                            Financial
      Statements

                                                                                                                                                                                          	
                                                                                                                                                                                            5

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.9

                                                                                                                                                                                          	
                                                                                                                                                                                            Absence
      of Certain Changes

                                                                                                                                                                                          	
                                                                                                                                                                                            5

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.10

                                                                                                                                                                                          	
                                                                                                                                                                                            Brokers’
      Fees and Commissions

                                                                                                                                                                                          	
                                                                                                                                                                                            5

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.11

                                                                                                                                                                                          	
                                                                                                                                                                                            Taxes

                                                                                                                                                                                          	
                                                                                                                                                                                            5

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.12

                                                                                                                                                                                          	
                                                                                                                                                                                            Title
      to Assets

                                                                                                                                                                                          	
                                                                                                                                                                                            6

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.13

                                                                                                                                                                                          	
                                                                                                                                                                                            Litigation
      Defaults and Conflicts

                                                                                                                                                                                          	
                                                                                                                                                                                            6

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.14

                                                                                                                                                                                          	
                                                                                                                                                                                            Licenses

                                                                                                                                                                                          	
                                                                                                                                                                                            6

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.15

                                                                                                                                                                                          	
                                                                                                                                                                                            Ownership
      of Interests

                                                                                                                                                                                          	
                                                                                                                                                                                            6

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.16

                                                                                                                                                                                          	
                                                                                                                                                                                            Material
      Contracts

                                                                                                                                                                                          	
                                                                                                                                                                                            6

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.17

                                                                                                                                                                                          	
                                                                                                                                                                                            Company
      Operations, Assets and Liabilities

                                                                                                                                                                                          	
                                                                                                                                                                                            7

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      3.18

                                                                                                                                                                                          	
                                                                                                                                                                                            Full
      Disclosure

                                                                                                                                                                                          	
                                                                                                                                                                                            7

                                                                                                                                                                                          
	ARTICLE
      IV	REPRESENTATIONS
      AND WARRANTIES OF BUYER	
                                                                                                                                                                                            7

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      4.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Organization
      and Qualification

                                                                                                                                                                                          	
                                                                                                                                                                                            7

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      4.2

                                                                                                                                                                                          	
                                                                                                                                                                                            Authorization

                                                                                                                                                                                          	
                                                                                                                                                                                            7

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      4.3

                                                                                                                                                                                          	
                                                                                                                                                                                            No
      Violation

                                                                                                                                                                                          	
                                                                                                                                                                                            8

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      4.4

                                                                                                                                                                                          	
                                                                                                                                                                                            Consents
      and Approvals

                                                                                                                                                                                          	
                                                                                                                                                                                            8

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      4.5

                                                                                                                                                                                          	
                                                                                                                                                                                            Brokers’
      Fees and Commissions

                                                                                                                                                                                          	
                                                                                                                                                                                            8

                                                                                                                                                                                          


                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                               

                                                                                                                                                                               

                                                                                                                                                                               

                                                                                                                                                                               

                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                                
                                                                                                                                                                                  -i-

                                                                                                                                                                                  
                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                              
                                                                                                                                                                                TABLE
OF CONTENTS

                                                                                                                                                                                (continued)

                                                                                                                                                                                Page

                                                                                                                                                                              

                                                                                                                                                                               

                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    	 	
                                                                                                                                                                                            SECTION
      4.6

                                                                                                                                                                                          	
                                                                                                                                                                                            Purchase
      for Investment

                                                                                                                                                                                          	
                                                                                                                                                                                            8

                                                                                                                                                                                          
	ARTICLE
      V	COVENANTS	
                                                                                                                                                                                            8

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      5.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Conduct
      of Business of the Company Prior to the Closing

                                                                                                                                                                                          	
                                                                                                                                                                                            8

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      5.2

                                                                                                                                                                                          	
                                                                                                                                                                                            Commercially
      Reasonable Efforts

                                                                                                                                                                                          	
                                                                                                                                                                                            9

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      5.3

                                                                                                                                                                                          	
                                                                                                                                                                                            Public
      Announcements

                                                                                                                                                                                          	
                                                                                                                                                                                            9

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      5.4

                                                                                                                                                                                          	
                                                                                                                                                                                            Confidentiality,
      Access

                                                                                                                                                                                          	
                                                                                                                                                                                            10

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      5.5

                                                                                                                                                                                          	
                                                                                                                                                                                            Delivery
      of Gas Turbine Prior to Closing

                                                                                                                                                                                          	
                                                                                                                                                                                            10

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      5.6

                                                                                                                                                                                          	
                                                                                                                                                                                            Resale
      Permits

                                                                                                                                                                                          	
                                                                                                                                                                                            10

                                                                                                                                                                                          
	ARTICLE
      VI	CLOSING
      CONDITIONS	
                                                                                                                                                                                            10

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      6.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Conditions
      to the Obligations of Buyer Under this Agreement

                                                                                                                                                                                          	
                                                                                                                                                                                            10

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      6.2

                                                                                                                                                                                          	
                                                                                                                                                                                            Conditions
      to the Obligations of Seller Under this Agreement

                                                                                                                                                                                          	
                                                                                                                                                                                            11

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      6.3

                                                                                                                                                                                          	
                                                                                                                                                                                            Release
      of Deposit

                                                                                                                                                                                          	
                                                                                                                                                                                            11

                                                                                                                                                                                          
	ARTICLE
      VII	CLOSING	
                                                                                                                                                                                            12

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      7.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Closing

                                                                                                                                                                                          	
                                                                                                                                                                                            12

                                                                                                                                                                                          
	ARTICLE
      VIII	TERMINATION
      AND ABANDONMENT	
                                                                                                                                                                                            13

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      8.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Termination

                                                                                                                                                                                          	
                                                                                                                                                                                            13

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      8.2

                                                                                                                                                                                          	
                                                                                                                                                                                            Procedure
      and Effect of Termination

                                                                                                                                                                                          	
                                                                                                                                                                                            13

                                                                                                                                                                                          
	ARTICLE
      IX	INDEMNIFICATION	
                                                                                                                                                                                            13

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      9.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Indemnity

                                                                                                                                                                                          	
                                                                                                                                                                                            13

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      9.2

                                                                                                                                                                                          	
                                                                                                                                                                                            Third
      Party Claims

                                                                                                                                                                                          	
                                                                                                                                                                                            14

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      9.3

                                                                                                                                                                                          	
                                                                                                                                                                                            Insurance

                                                                                                                                                                                          	
                                                                                                                                                                                            14

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      9.4

                                                                                                                                                                                          	
                                                                                                                                                                                            No
      Duplication

                                                                                                                                                                                          	
                                                                                                                                                                                            14

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      9.5

                                                                                                                                                                                          	
                                                                                                                                                                                            Exclusiveness
      of Remedies

                                                                                                                                                                                          	
                                                                                                                                                                                            14

                                                                                                                                                                                          
	ARTICLE
      X	MISCELLANEOUS
      PROVISIONS	
                                                                                                                                                                                            15

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      10.1

                                                                                                                                                                                          	
                                                                                                                                                                                            Amendment
      and Modification

                                                                                                                                                                                          	
                                                                                                                                                                                            15

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      10.2

                                                                                                                                                                                          	
                                                                                                                                                                                            Waiver
      of Compliance: Consents

                                                                                                                                                                                          	
                                                                                                                                                                                            15

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      10.3

                                                                                                                                                                                          	
                                                                                                                                                                                            Validity

                                                                                                                                                                                          	
                                                                                                                                                                                            15

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      10.4

                                                                                                                                                                                          	
                                                                                                                                                                                            Expenses
      and Obligations

                                                                                                                                                                                          	
                                                                                                                                                                                            15

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      10.5

                                                                                                                                                                                          	
                                                                                                                                                                                            Parties
      in Interest

                                                                                                                                                                                          	
                                                                                                                                                                                            15

                                                                                                                                                                                          
	 	
                                                                                                                                                                                            SECTION
      10.6

                                                                                                                                                                                          	
                                                                                                                                                                                            Notices

                                                                                                                                                                                          	
                                                                                                                                                                                            15

                                                                                                                                                                                          


                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                               

                                                                                                                                                                               

                                                                                                                                                                               

                                                                                                                                                                               

                                                                                                                                                                              
                                                                                                                                                                              

                                                                                                                                                                              
                                                                                                                                                                                -ii-

                                                                                                                                                                                
                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                              
                                                                                                                                                                              

                                                                                                                                                                               

                                                                                                                                                                              
                                                                                                                                                                                TABLE
OF CONTENTS

                                                                                                                                                                                (continued)

                                                                                                                                                                                Page

                                                                                                                                                                              

                                                                                                                                                                               

                                                                                                                                                                              
                                                                                                                                                                                	 	
                                                                                                                                                                                        SECTION
      10.7

                                                                                                                                                                                      	
                                                                                                                                                                                        Governing
      Law

                                                                                                                                                                                      	
                                                                                                                                                                                        16

                                                                                                                                                                                      
	 	
                                                                                                                                                                                        SECTION
      10.8

                                                                                                                                                                                      	
                                                                                                                                                                                        Counterparts

                                                                                                                                                                                      	
                                                                                                                                                                                        16

                                                                                                                                                                                      
	 	
                                                                                                                                                                                        SECTION
      10.9

                                                                                                                                                                                      	
                                                                                                                                                                                        Headings

                                                                                                                                                                                      	
                                                                                                                                                                                        16

                                                                                                                                                                                      
	 	
                                                                                                                                                                                        SECTION
      10.10

                                                                                                                                                                                      	
                                                                                                                                                                                        Entire
      Agreement

                                                                                                                                                                                      	
                                                                                                                                                                                        16

                                                                                                                                                                                      
	 	
                                                                                                                                                                                        SECTION
      10.11

                                                                                                                                                                                      	
                                                                                                                                                                                        Assignment

                                                                                                                                                                                      	
                                                                                                                                                                                        16

                                                                                                                                                                                      
	 	
                                                                                                                                                                                        SECTION
      10.12

                                                                                                                                                                                      	
                                                                                                                                                                                        Survival
      of Representations and Warranties, Etc

                                                                                                                                                                                      	
                                                                                                                                                                                        17

                                                                                                                                                                                      
	 	
                                                                                                                                                                                        SECTION
      10.13

                                                                                                                                                                                      	
                                                                                                                                                                                        Limitation
      on Liability

                                                                                                                                                                                      	
                                                                                                                                                                                        17

                                                                                                                                                                                      
	 	
                                                                                                                                                                                        SECTION
      10.14

                                                                                                                                                                                      	
                                                                                                                                                                                        Disclaimer
      of Warranties and Representations

                                                                                                                                                                                      	
                                                                                                                                                                                        17

                                                                                                                                                                                      
	 	
                                                                                                                                                                                        SECTION
      10.15

                                                                                                                                                                                      	
                                                                                                                                                                                        Post-Closing;
      Covenants/Indemnification

                                                                                                                                                                                      	
                                                                                                                                                                                        17

                                                                                                                                                                                      
	 	
                                                                                                                                                                                        SECTION
      10.16

                                                                                                                                                                                      	
                                                                                                                                                                                        Jurisdiction
      and Venue

                                                                                                                                                                                      	
                                                                                                                                                                                        17

                                                                                                                                                                                      


                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                           

                                                                                                                                                                           

                                                                                                                                                                           

                                                                                                                                                                           

                                                                                                                                                                           

                                                                                                                                                                           

                                                                                                                                                                           

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    MEMBERSHIP
INTERESTS PURCHASE AGREEMENT

     

    THIS
MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated November 26,
2008, by and among Wellhead Electric Equipment, LLC, a Delaware limited
liability company (“Buyer”) and MMC Energy, Inc., a Delaware corporation
(“Seller”).  Wellhead Electric Company, Inc., a California corporation
(“Wellhead”), shall be a party to this Agreement solely for the purposes of
Section 10.15.

     

    RECITALS:

     

    WHEREAS,
Seller is the record and beneficial owner of 100% of the membership
interests  (the “Interests”) of MMC Escondido II, LLC, a Delaware
limited liability company (the “Company”), representing all of the issued and
outstanding equity interests of the Company;

     

    WHEREAS,
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the
Interests in accordance with the provisions of this Agreement;

     

    WHEREAS,
Buyer and Seller desire to make certain representations, warranties and
agreements in connection with the sale and acquisition of the Interests and also
desire to set forth various conditions precedent thereto;

     

    NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties
and agreements herein contained, the parties hereto agree as
follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

    SECTION
1.1    Definitions.  For
purposes of this Agreement, the term:

     

    (a)           “Affiliate”
means a person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, another
person.

     

    (b)           “Buyer”
has the meaning set forth in the introduction.

     

    (c)           “Closing”
has the meaning set forth in Section 7.1.

     

    (d)           “Closing
Date” has the meaning set forth in Section 7.1.

     

    (e)        
   “Company” has the meaning set forth in the
recitals.

     

    (f)         
  “Confidentiality Agreement” has the meaning set forth in Section
5.4.

     

    (g)           “contract”
means any contract, agreement, indenture, note, bond, loan, instrument, lease,
conditional sales contract, mortgage, license, franchise, insurance policy,
commitment or other arrangement or agreement.

     

    (h)           “Damages”
has the meaning set forth in Section 9.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)        
   “Deposit” shall mean $1,500,000.00.

     

    (j)       
    “Escrow Agent” means U.S. Bank, National
Association.

     

    (k)           “Escrow
Agreement” means the escrow agreement to be entered into on the date hereof
among Buyer, Seller and Escrow Agent which shall govern release of the Deposit
to Buyer on the Closing Date, a copy of which is set forth as Exhibit
A.

     

    (l)      
     “Financial Statements” has the meaning set forth
in Section 3.8.

     

    (m)          “GAAP”
has the meaning set forth in Section 3.8.

     

    (n)           “GECC
Loan Agreement” means that Loan and Security Agreement dated as of June 30, 2008
by and among MMC Chula Vista II, LLC as a Borrower, the Company as a Borrower,
Seller, the Lenders Party thereto and General Electric Capital Corporation (as
Administrative Agent).

     

    (o)          
“GEPP” means GE Packaged Power, Inc.

     

    (p)           “GE
Payment” means the payment to be made to GEPP in the amount of $1,528,250 in
satisfaction of the Permitted Lien.

     

    (q)           “Governing
Instruments” means the Certificate of Formation or Incorporation, Articles of
Organization, Operating Agreement, Bylaws or comparable governing
documents.

     

    (r)           “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

     

    (s)           “Indemnified
Party” has the meaning set forth in Section 9.1.

     

    (t)       
    “Indemnifying Party” has the meaning set forth in
Section 9.1.

     

    (u)           “Interests”
has the meaning set forth in the recitals.

     

    (v)           “Joint
Written Direction” has the meaning set forth in the Escrow
Agreement.

     

    (w)          “knowledge”
of Seller means the actual knowledge of any fact, circumstance or condition, by
any of Michael Hamilton, Harry Scarborough or Denis Gagnon.

     

    (x)           “Lien”
means, with respect to any asset, any mortgage, title defect or objection, lien,
pledge, charge, security interest, encumbrance or hypothecation in respect of
such asset.

     

    (y)           “LM6000
Contract” means that GE Packaged Power, Inc. Contract for U.S. Based Sale of
Equipment & Services MMC Energy Inc. Escondido Energy Upgrade Project dated
15 May 2008 between GEPP and Seller as assigned to the Company pursuant to the
Assignment and Assumption Agreement, dated as of June 25, 2008 (the
“Assignment”), among Seller and the Company, a true and complete copy, including
the Assignment, is set forth as Exhibit B.

     

    
      
        
        

      

      
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    (z)            “Permitted
Lien” means the purchase money obligations in an amount not to exceed $1,528,250
in favor of GEPP.

     

    (aa)          “person”
means an individual, corporation, limited liability company, partnership, joint
venture, association, trust, unincorporated organization or, as applicable, any
other entity.

     

    (bb)         “Purchase
Price” has the meaning set forth in Section 2.2(a).

     

    (cc)         “Seller”
has the meaning set forth in the introduction.

     

    (dd)         “Seller’s
Closing Payment” means $12,254,250, subject to the adjustment set forth in
Section 2.2(d).

     

    (ee)         “Third
Party Claim” has the meaning set forth in Section 9.2.

     

    ARTICLE
II

     

    THE
ACQUISITION

     

    SECTION
2.1    Purchase and Sale of the
Interests.  On the terms and subject to the conditions hereof,
at the Closing, Seller will sell, assign, transfer and convey to Buyer, all
right, title and interest of Seller in and to the Interests and as a member of
the Company and Buyer will purchase and acquire from Seller, all right, title
and interest of Seller in and to the Interests and as a member of the Company,
free and clear of all Liens. 

     

    SECTION
2.2    Purchase Price


     

    (a)           Determination of the
Purchase Price.  Subject to adjustment as provided in Section
2.2(d), the aggregate purchase price payable by Buyer to Seller for the
Interests shall be $15,282,500, representing the sum of the Deposit
($1,500,000), the GE Payment ($1,528,250) and the Seller’s Closing Payment
($12,254,250) (the “Purchase Price”) in cash.

     

    (b)           Deposit.  On
the date hereof, Buyer shall transmit by wire transfer to the Escrow Agent the
Deposit in immediately available funds.  The Deposit shall be held by
Escrow Agent pursuant to the Escrow Agreement.

     

    (c)           Payment of the Purchase
Price.  The Buyer shall pay the Purchase Price as follows on
the Closing Date:  Pursuant to the Escrow Agreement and the terms
hereof, Buyer and Seller shall issue a Joint Written Direction to the Escrow
Agent to cause it to release the Deposit to the Seller on the Closing Date and
Buyer shall deliver the Seller’s Closing Payment by wire transfer of immediately
available funds to such account or accounts as Seller shall have designated in
writing prior to the Closing Date.  On or after the Closing Date,
Buyer shall deliver the GE Payment to GEPP.

     

    
      
        
        

      

      
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    (d)           Adjustment for Debt; Sales
Tax.  The Purchase Price has been determined on the assumption
that the Company will be debt-free at Closing (other than the purchase money
obligations represented by the Permitted Lien) and that the transfer to the
Company of the Gas Turbine under the LM6000 Contract shall be free and clear of
sales or use taxes.  Accordingly, the Purchase Price (and to the
extent known prior to Closing, the Seller’s Closing Payment) will be reduced by
the amount of indebtedness for borrowed money or other debt (other than the
purchase money obligations represented by the Permitted Lien), owed by the
Company at the Closing or by any amount of sales tax paid or incurred by the
Company in respect of the transfer to the Company of the Gas Turbine under the
LM6000 Contract thereafter.

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Seller
represents and warrants to Buyer as set forth below.

     

    SECTION
3.1    Organization and
Qualification.  The Company is a limited liability company duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, with all requisite power and authority to own,
operate and lease its properties and to carry on its business as it is now being
conducted.  The Company is qualified or licensed to do business and is
in good standing in every jurisdiction where the nature of the business
conducted by it or the properties owned or leased by it requires
qualification.

     

    SECTION
3.2    Authorization.

     

    (a)           Seller
has full power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.  The execution and
delivery of this Agreement by Seller, the performance by Seller of its
obligations hereunder, and the consummation by Seller of the transactions
contemplated hereby, have been duly authorized by the member of
Seller.  No other action on the part of Seller is necessary to
authorize the execution and delivery of this Agreement or the consummation of
the transactions contemplated hereby.  This Agreement has been duly
and validly executed and delivered by Seller and constitutes a valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
except to the extent that such enforcement may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors’ rights generally, and the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

     

    SECTION
3.3    No
Violation.  Except as set forth in Schedule 3.3, none
of  the execution and delivery of this Agreement by Seller, the
performance by Seller of its obligations hereunder or the consummation by Seller
of the transactions contemplated hereby will (a) violate, conflict with or
result in any breach of any provision of the Governing Instruments of Seller or
Company, (b) violate, conflict with or result in a violation or breach of,
or constitute a default (with or without due notice or lapse of time or both)
under the terms, conditions or provisions of any note, bond, mortgage, indenture
or deed of trust, or any material license, lease or agreement to which Seller or
the Company is a party or (c) violate any order, writ, judgment,
injunction, decree, statute, rule or regulation of any court or Governmental
Authority applicable to Seller or the Company.

     

    
      
        
        

      

      
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    SECTION
3.4    Capitalization of the
Company.  The authorized equity capital of the Company consists
solely of  the Interests, all of which are owned by Seller and have
been validly issued. There are no options, warrants, calls, subscriptions,
conversion or other rights, agreements or commitments obligating the Company to
issue any additional Interests or any other securities convertible into,
exchangeable for or evidencing the right to subscribe for any Interests of other
equity capital of the Company.  Upon consummation of the transactions
contemplated by this Agreement, the Buyer shall be the holder of one hundred
percent (100%) of the issued and outstanding equity of the Company, free and
clear of all Liens.

     

    SECTION
3.5    Subsidiaries.  The
Company has no Subsidiaries nor any direct or indirect equity ownership in any
person.

     

    SECTION
3.6   Organizational
Documents.  The Certificate of Formation of the Company and the
Limited Liability Company Agreement of the Company in the forms attached as
Exhibits C and D, respectively, are complete and correct.

     

    SECTION
3.7    Consents and
Approvals.  Except as set forth on Schedule 3.7, no filing or
registration with, no notice to and no permit or authorization, of any
Governmental Authority or consent, approval or release of any other person is
necessary for the consummation by Seller of the transactions contemplated by
this Agreement.

     

    SECTION
3.8    Financial
Statements.  Seller has delivered to Buyer (a) copies of
the balance sheet of the Company as of October 31, 2008, together with the
related statements of operations and retained earnings for interim fiscal period
since inception then ended (the “Financial Statements”).  Except as
set forth in Schedule 3.8, the Financial Statements (i) were prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis (“GAAP”) throughout the periods covered thereby, except as
otherwise noted thereon or disclosed in Schedule 3.8, and (ii) present
fairly in all material respects the financial position and results of operations
and cash flows of the Company  and as of such date and for the period
then ended.

     

    SECTION
3.9    Absence of Certain
Changes.  Except for matters relating to the transactions
contemplated by this Agreement, since October 31, 2008, the Company has not
suffered any change in its business, operations or financial
position.

     

    SECTION
3.10  Brokers’ Fees and
Commissions.  Except for Merriman Curhan Ford & Co., whose
fees will be paid by Seller, neither the Seller nor the Company or any of their
respective Affiliates, directors, officers, employees or agents has employed any
investment banker, broker or finder in connection with the transactions
contemplated hereby.

     

    SECTION
3.11  Taxes.  The
Company has duly filed with the appropriate government agencies all of the
income, sales, use, employment, property, excise and other tax returns and
reports required to be filed by it as of the date hereof, and will duly file all
such returns and reports as are required to be filed by it on or before the
Closing Date.  In all material respects, all such returns and reports
are and will be accurate, true, correct and complete.  No waiver of
any statute of limitations relating to taxes has been executed or given by the
Company.  No federal tax return of the Company is currently under
audit by the Internal Revenue Service, no other tax return of the Company is
currently under audit by any other taxing authority and no elections, consents,
waivers, conventions or agreements have been filed or entered into in respect of
any tax or taxing authority.  Neither the Internal Revenue Service nor
any other taxing authority is now asserting or, to Seller’s knowledge,
threatening to assert against the Company any deficiency or claim for additional
taxes or interest thereon or penalties in connection therewith.  The
transfer to the Company of the Gas Turbine under the LM6000 Contract shall be
free and clear of any sales or use tax.

     

    
      
        
        

      

      
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    SECTION
3.12  Title
to Assets.  All of the assets of the Company are listed on
Schedule 3.12.  The Company has good and marketable title to all of
its assets, in each case, free and clear of all Liens except as set forth on
Schedule 3.12.  Upon delivery under the LM6000 Contract of the General
Electric gas turbine model LM6000 and ancillary equipment as described in
Attachment 2 to the LM6000 Contract (collectively, the “Gas Turbine”), the
Company will have good and marketable title to the Gas Turbine, free and clear
of all Liens, except Permitted Liens and any other Liens created by
Buyer.  GEPP has advised Seller that it expects to issue its Notice of
RTS (as defined in the LM6000 Contract) on December 8, 2008.

     

    SECTION
3.13  Litigation Defaults and
Conflicts.  Except as set forth in Schedule 3.13, there
are no lawsuits, claims, proceedings or investigations pending or, to Seller’s
knowledge, threatened by or against the Company or administrative proceedings to
which the Company is a party.  The Company is not in violation of, or
default under any law or regulation, or any order of any Governmental Authority
or arbitrative tribunal, wherever located and there are no judgments or decrees
or orders entered in any suit or proceeding brought by any Governmental
Authority or any other party enjoining the Company in respect of any business
practice or the conduct of business in any area.  The Company is and
at all times in the past has been in material compliance with all applicable
federal, state and local laws, statutes and regulations and neither the Company
nor Seller has received any notice or other communication regarding the actual,
alleged or potential violation of any such law, statute or
regulation.

     

    SECTION
3.14  Licenses.  The
Company holds all governmental authorizations, licenses, and permits which it
requires in connection with the conduct of its business as currently conducted
or has been conducted to date, each of which has been set forth on Schedule 3.14
hereto.  The Company has applied for reseller permits and/or exemption
certificates from the States of California and Texas and the Company will supply
copies of each to Buyer prior to Closing.  Copies of each license,
permit and any other governmental authorization, and resellers or exemption
certificates which the Company currently holds and maintains have been provided
to Buyer.

     

    SECTION
3.15  Ownership of
Interests.  Except for the pledge listed on Schedule 3.15,
which shall be released as a condition to the Closing, Seller owns the Interests
free and clear of any Liens, and is not a party to any voting trust, proxy or
other agreement with respect to the voting of any of the Interests.

     

    SECTION
3.16  Material
Contracts.  Exhibit B is a true and complete copy of the LM6000
Contract and the Assignment, together with all amendments, waivers or other
changes thereto.  The LM6000 Contract and the GECC Loan Agreement are
the only contracts to which the Company is a party.  The LM6000
Contract is a legal, valid and binding agreement, enforceable against the
Company and GEPP in accordance with its terms, except to the extent that such
enforcement may be subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors’ rights generally, and the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.  The LM6000 Contract is not in default by its terms
and has not been canceled by either party.  None of the parties to the
LM6000 Contract has advised Seller, whether in writing or orally, that it
intends to terminate or change such contract whether as a result of the
transaction contemplated hereby or for any other reason.  The Closing
of the transactions contemplated by this Agreement will not affect the legality,
validity or binding nature of the LM6000 Contract nor render it
unenforceable.

     

    
      
        
        

      

      
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    SECTION
3.17  Company Operations, Assets
and Liabilities.  Company has been used solely for the purpose
of receiving the Assignment of the LM6000 Contract and related Gas Turbine and
acting as borrower under the GECC Loan Agreement, has not had any employees or
operations since it was organized and has no assets other than those set forth
on Schedule 3.12.  Except as set forth on Schedule 3.17, the Company
does not have any liability, indebtedness, obligation, expense, claim
deficiency, guaranty or endorsement of any type, whether accrued, absolute,
contingent, matured, unmatured or otherwise.

     

    SECTION
3.18  Full
Disclosure.  No statement contained herein contains any untrue
statement of a material fact or omits to state any material fact necessary to
make the statements contained herein not misleading.  To the knowledge
of Seller, no written information delivered by or on behalf of Seller (or in
connection with any transaction contemplated hereby) to Buyer in connection with
the negotiation of this Agreement contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statement contained
therein not misleading. Notwithstanding the foregoing, Buyer acknowledges that
Seller makes no representation or warranty under this Section 3.18 in connection
with any written information not prepared by either Seller or its counsel,
including but not limited to the LM6000 Contract and all related schedules,
appendices, attachments, annexes and exhibits. 

     

    ARTICLE
IV

     

    REPRESENTATIONS
AND

    WARRANTIES OF
BUYER

     

    Buyer
hereby represents and warrants to Seller as set forth below.

     

    SECTION
4.1    Organization and
Qualification.  Buyer is a limited liability company duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with all requisite power and authority to own,
lease and operate its properties and to carry on its businesses as now being
conducted.

     

    SECTION
4.2    Authorization.  Buyer
has full power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.  No action on the
part of Buyer is necessary to authorize the execution and delivery of this
Agreement or the consummation of the transactions contemplated
hereby.  This Agreement has been duly and validly executed and
delivered by Buyer and constitutes a valid and binding obligation of Buyer,
enforceable against it in accordance with its terms, except to the extent that
such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors’ rights generally, and the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

     

    
      
        
        

      

      
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    SECTION
4.3    No
Violation.  None of the execution and delivery of this
Agreement by Buyer, the performance by Buyer of its obligations hereunder or the
consummation by Buyer of the transactions contemplated hereby will
(a) violate, conflict with or result in any breach of any provision of the
Governing Instruments of Buyer, (b) violate, conflict with or result in a
violation or breach of, or constitute a default (with or without due notice or
lapse of time or both) under the terms, conditions or provisions of any note,
bond, mortgage, indenture or deed of trust, or any material license, lease or
agreement to which Buyer is a party or (c) violate any order, writ,
judgment, injunction, decree, statute, rule or regulation of any court or
Governmental Authority applicable to Buyer.

     

    SECTION
4.4    Consents and
Approvals.  So long as Seller has included on Schedule 3.7 and
made or obtained all filings, registrations with, notices to, permits or
authorization of any Governmental Authority or consent, approval or release of
any other person necessary for the consummation by Seller of the transaction
contemplated by this Agreement, no additional filing or registration with, no
notice to and no permit or authorization, of any Governmental Authority or
consent, approval or release of any other person is necessary for the
consummation by Buyer of the transactions contemplated by this
Agreement.

     

    SECTION
4.5    Brokers’ Fees and
Commissions.  Neither Buyer nor any of its Affiliates,
directors, officers, employees or agents has employed any investment banker,
broker or finder in connection with the transactions contemplated
hereby.

     

    SECTION
4.6    Purchase for
Investment.  Buyer is acquiring the Interests for its own
account for investment purposes and not with a view of the distribution of the
Interests.  Buyer has such knowledge and experience in financial and
business matters so as to be capable of evaluating the merits and risks of its
investment in the Interests.  Buyer is an “accredited investor” as
defined in Rule 501 of the Securities Act of 1933, as amended.  Buyer
will not, directly or indirectly, dispose of the Interests except in compliance
with applicable federal and state securities laws.

     

    ARTICLE
V

     

    COVENANTS

     

    SECTION
5.1    Conduct of Business of the
Company Prior to the Closing.  Except as contemplated by this
Agreement or with the prior written consent of Buyer during the period from the
date of this Agreement to the Closing, Seller will cause the Company to use
commercially reasonable efforts to maintain in full force and effect, and to
take no action that would result in a default under (with or without due notice
or lapse of time or both) the LM6000 Contract and otherwise preserve intact and
take no other action with respect to the Company. Without limiting the
generality of the foregoing, and except as otherwise provided in this Agreement,
Seller will cause the Company not to take any of the following actions, prior to
the Closing, without the prior written consent of Buyer:

     

    
      
        
        

      

      
        - 8
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    (a)           issue,
sell or pledge, or authorize or propose the issuance, sale or pledge of
additional Interests of any class, or securities convertible into any such
Interests, or any rights, warrants or options to acquire any such Interests or
other convertible securities;

     

    (b)           redeem,
purchase or otherwise acquire any of its outstanding Interests;

     

    (c)           propose
or adopt any amendment to its Governing Instruments;

     

    (d)           sell,
transfer or otherwise dispose of any of its property or assets
or  suffer or permit a Lien (other than a Permitted Lien) on any of
its property or assets;

     

    (e)           enter
into any contract or modify or amend in any respect the LM6000
Contract;

     

    (f)           declare,
set aside or pay any distribution in respect of its Interests; or

     

    (g)           enter
into negotiations, whether written or oral, to take any of the foregoing
actions.

     

    Seller
shall advise Buyer as promptly as practicable of any change by GEPP in the
indicated date of the Notice of RTS.

     

    SECTION
5.2    Commercially Reasonable
Efforts.  Subject to the terms and conditions herein provided,
Buyer and Seller each agrees to use all commercially reasonable efforts to take,
or cause to be taken, all action, and to do, or cause to be done, all things
necessary, proper and advisable under applicable laws and regulations to
consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement.  Between the date hereof and the
Closing, Seller shall give to Buyer and Buyer’s counsel and other
representatives reasonable access to all of the properties, books, leases,
contracts, agreements, commitments and records and to all employees and
representatives of Sellers and the Company, and shall furnish Buyer with all
information concerning the affairs of the Company and copies of such records and
other documents as Buyer shall reasonably request.  If at any time
after the Closing any further action is necessary or desirable to carry out the
purposes of this Agreement, including, without limitation, the execution of
additional instruments, the parties to this Agreement shall take all such
necessary action.

     

    SECTION
5.3    Public
Announcements.  Buyer and Seller will consult with each other
and will mutually agree (the agreement of each party not to be unreasonably
withheld) upon the content and timing of any press release or other public
statements with respect to the transactions contemplated by this Agreement and
shall not issue any such press release or make any such public statement prior
to such consultation and agreement, except as may be required by applicable law
or by obligations pursuant to any listing agreement with any securities exchange
or any stock exchange regulations (including but not limited to the filing of
any current report on Form 8-K pursuant to the Securities Exchange Act of
1934, as amended); provided, however, that Buyer and Seller will give prior
notice to the other party of the content and timing of any such press release or
other public statement required by applicable law or by obligations pursuant to
any listing agreement with any securities exchange or any stock exchange
regulations.

     

    
      
        
        

      

      
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    SECTION
5.4    Confidentiality,
Access.  Wellhead, an Affiliate of Buyer, and Seller have
previously entered into a confidentiality agreement dated as of June 10, 2008
(the “Confidentiality Agreement”).  The terms and conditions of the
Confidentiality Agreement are incorporated into this Agreement by reference and
such Confidentiality Agreement shall remain in full force and effect. Until this
Agreement is terminated or the transaction contemplated hereby are closed as
provided below, Seller will provide Wellhead or its designee and their
representatives full access at mutually-agreed-upon reasonable times, to the
properties, books and records of Company for purposes of conducting such
investigations, appraisals or audits reasonably necessary or advisable under the
circumstances.  In addition, the provisions of such Confidentiality
Agreement shall apply on a reciprocal basis to Seller with respect to
Information (as defined in  the Confidentiality Agreement) provided to
Company or Seller by Wellhead.

     

    SECTION
5.5    Delivery of Gas Turbine
Prior to Closing.  If the Company is required to take delivery
of the Gas Turbine prior to Closing, Buyer and Seller agree to work in good
faith to develop a mutually agreeable solution for storage of the Gas Turbine
until Closing.

     

    SECTION
5.6    Resale
Permits.  Seller agrees to use all commercially reasonable
efforts to take, or cause to be taken, all actions, and to do and cause to be
done, all things necessary and advisable, to secure seller permits and the
resale or exemption certificates to be issued under the permits for the Company
from the States of California and Texas.

     

    ARTICLE
VI

     

    CLOSING
CONDITIONS

     

    SECTION
6.1    Conditions to the
Obligations of Buyer Under this Agreement.  The obligations of
Buyer under this Agreement shall be subject to the satisfaction or waiver, at or
prior to the Closing, of the following conditions:

     

    (a)           Each
of the obligations of Seller required to be performed by it at or prior to the
Closing pursuant to this Agreement shall have been duly performed and complied
with, and the representations and warranties of Seller contained in this
Agreement shall be true and correct as of the date of this Agreement and as of
the Closing as though made at and as of the Closing (except as to any
representation or warranty which specifically relates to an earlier date), and
Buyer shall have received a certificate to that effect signed by
Seller;

     

    (b)           No
injunction, restraining order or other ruling or order issued by any court of
competent jurisdiction or Governmental Authority or other legal restraint or
prohibition preventing the consummation of the transactions contemplated hereby
shall be in effect;

     

    
      
        
        

      

      
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    (c)           Seller
shall have provided to Buyer a complete original set of the books and records of
the Company and the original copies of the LM6000 Contract and the
Assignment;

     

    (d)           All
the consents, approvals and releases required under this Agreement shall have
been obtained (including the release of all Liens other than Permitted Liens
encumbering any of the Company’s assets or any Liens encumbering the Interests
including but not limited to the Lien listed on Schedule 3.12), and all payments
required by Schedules 3.3 and 3.17 shall have been made and Seller shall have
provided evidence satisfactory to Buyer in its sole discretion of such consents,
approvals, releases and payments;

     

    (e)           The
Gas Turbine and the significant components thereof shall not have been destroyed
or suffered any material damage;

     

    (f)           Buyer
shall have been provided with copies of the seller’s permits for the states of
California and Texas and copies of the resale or exemption certificates issued
under the permits and such permits and certificates shall be in full force and
effect; and

     

    (g)           Buyer
shall have received an opinion substantially in the form of Exhibit E
hereto from counsel to Seller.

     

    SECTION
6.2    Conditions to the
Obligations of Seller Under this Agreement.  The obligations of
Seller under this Agreement shall be further subject to the satisfaction or
waiver, at or prior to the Closing, of the following conditions:

     

    (a)           Each
of the obligations of Buyer required to be performed by it at or prior to the
Closing pursuant to the terms of this Agreement shall have been duly performed
and complied with, and the representations and warranties of Buyer contained in
this Agreement shall be true and correct as of the date of this Agreement and as
of the Closing Date as though made at and as of the Closing Date (except as to
any representation or warranty which specifically relates to an earlier date),
and Seller shall have received a certificate to that effect signed by an officer
of Buyer;

     

    (b)           No
injunction, restraining order or other ruling or order issued by any court of
competent jurisdiction or Governmental Authority or other legal restraint or
prohibition preventing the consummation of the transactions contemplated hereby
shall be in effect; and

     

    (c)           All
the consents, approvals and releases provided for on Schedule 3.7 shall have
been obtained.

     

    SECTION
6.3    Release of
Deposit.  If all of the conditions to Closing set forth in
Article VI shall have been satisfied and Seller shall have complied with
all, and shall not have breached any of the covenants applicable to Seller set
forth in this Agreement, and thereafter, Buyer on the Closing Date fails to pay
the Closing Payment as required by Section 7.1(c), then on the business day
immediately following the Closing Date, Seller shall join Buyer in executing a
“Joint Written Direction” to the Escrow Agent directing the Escrow Agent to
deliver the Deposit to Seller.  In all other events, on the business
day immediately following the date provided in Section 7.1, Buyer shall join
Seller in executing a “Joint Written Direction” to Escrow Agent directing the
Escrow Agent to deliver the Deposit  to Buyer.  The parties
agree that the Escrow Deposit is a fair and reasonable approximation of the
damages that would be incurred by Seller in the event of such a pre-Closing
breach by Buyer and that it would not be possible to quantify the actual damages
which may be incurred due to such breach.  Notwithstanding any
provision in this Agreement to the contrary, the recovery of the Escrow
Deposit  is the sole and exclusive remedy available to Seller due to
breach of this Agreement by Buyer and all other remedies are hereby waived by
Seller. THE RECEIPT AND
RETENTION OF SUCH AMOUNT BY SELLER IS INTENDED TO CONSTITUTE THE LIQUIDATED
DAMAGES TO SELLER PURSUANT TO THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED
TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE CALIFORNIA CIVIL
CODE, OR ANY SIMILAR PROVISION. SAID AMOUNT OF LIQUIDATED DAMAGES SHALL BE IN
LIEU OF ANY OTHER REMEDIES, DAMAGES OR SUMS DUE OR PAYABLE TO
SELLER.

     

    
      
        
        

      

      
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    ARTICLE
VII

     

    CLOSING

     

    SECTION
7.1    Closing.  The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place at 10 a.m. at the offices of Orrick, Herrington & Sutcliffe, 405
Howard Street, San Francisco, California, subject to the satisfaction or waiver
of the conditions set forth in Article VI, on December 8, 2008, or at such
other time and place and on such other date as Buyer and Seller shall agree (the
“Closing Date”).  At the Closing:

     

    (a)           Seller
shall deliver or cause to be delivered to Buyer the following:

     

    (i)          the
certificate described in Section 6.1(a);

     

    (ii)         the
certificate or certificates representing the Interests, accompanied by transfer
forms, duly and validly executed by Seller, in a form acceptable to Buyer in its
sole discretion; and

     

    (iii)        all
other previously undelivered documents required to be delivered by Seller to
Buyer at or prior to the Closing pursuant to the terms of this
Agreement.

     

    (b)           Buyer
shall deliver or cause to be delivered to Seller the following:

     

    (i)          the
certificate described in Section 6.2(a); and

     

    (ii)         all
other previously undelivered documents required to be delivered by Buyer to
Seller at or prior to the Closing pursuant to the terms of this
Agreement.

     

    (c)           Buyer
shall pay to Seller, by wire transfer of immediately available funds, the
Seller’s Closing Payment.

     

    
      
        
        

      

      
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    ARTICLE
VIII

     

    TERMINATION AND
ABANDONMENT

     

    SECTION
8.1    Termination.  This
Agreement may be terminated and the transactions contemplated hereby may be
abandoned at any time prior to the Closing:

     

    (a)           by
mutual consent of Seller and Buyer; or

     

    (b)           by
either Seller or Buyer:

     

    (i)          if
a court of competent jurisdiction or Governmental Authority shall have issued an
order, decree or ruling or taken any other action (which order, decree or ruling
the parties hereto shall use their best efforts to lift), in each case
permanently restraining, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement, and such order, decree, ruling or other action
shall have become final and nonappealable; or

     

    (ii)         if
the Closing shall not have occurred on or before December 15,
2008;

     

    provided, however, that the
right to terminate this Agreement shall not be available to any party whose
breach of this Agreement has been the cause of, or resulted in, the failure of
the Closing to occur on or before such date.

     

    SECTION
8.2   Procedure and Effect of
Termination.  In the event of termination and abandonment of
the transactions contemplated hereby pursuant to Section 8.1, written
notice thereof shall forthwith be given to the other party to this Agreement and
this Agreement shall terminate and the transactions contemplated hereby shall be
abandoned, without further action by any of the parties hereto.  If
this Agreement is terminated as provided herein, no party hereto shall have any
liability or further obligation to any other party to this Agreement resulting
from such termination except (a) that the provision of Section 5.4 and this
Section 8.2 and the proviso of Section 8.1(b) shall remain in full
force and effect and (b) no party waives any claim or right against a
breaching party to the extent that such termination results from the breach by a
party hereto of any of its representations, warranties, covenants or agreements
set forth in this Agreement.

     

    ARTICLE
IX

     

    INDEMNIFICATION

     

    SECTION
9.1    Indemnity.  Subject
to the limitations set forth in Section 9.3 hereto, Seller (“Indemnifying
Party”) will indemnify and hold Buyer (“Indemnified Party”) harmless from and
with respect to any and all claims, liabilities, losses, damages, costs and
expenses, including without limitation the fees and disbursements of counsel
(collectively, “Damages”) arising out of any inaccuracies in any representation
or warranty or breach of any covenant made by Seller in this Agreement and with
respect to the conduct of the business of the Company up until the Closing; and
Buyer (“Indemnifying Party”) will indemnify and hold Seller (“Indemnified
Party”) harmless from and with respect to any and all Damages arising out of any
inaccuracies in any representation or warranty or breach of any covenant made by
Buyer in this Agreement and with respect to the conduct of the business of the
Company from and after the Closing.  For purposes of indemnification
pursuant to this Article IX, the term “Indemnified Party” shall mean Buyer
or Seller, as the case may be, and its or their permitted successors and
assigns, together with its or their respective shareholders, directors,
officers, employees, agents and representatives.  Notwithstanding the
foregoing, except for Damages arising out of, relating to or resulting from (a)
fraud or willful misconduct under this Agreement or (b) any liability of the
Company for taxes of any kind for the period through the Closing, the Buyer
shall be entitled to indemnification hereunder only when, and only with respect
to amounts by which, the aggregate of all such Damages exceeds
$25,000.

     

    
      
        
        

      

      
        - 13
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    SECTION
9.2    Third Party
Claims.  In the event that Indemnified Party desires to make a
claim against Indemnifying Party under Section 9.1 above in connection with
any action, suit, proceeding or demand at any time instituted against or made
upon Indemnified Party by any third party for which Indemnified Party may seek
indemnification hereunder (a “Third Party Claim”), Indemnified Party shall
promptly notify Indemnifying Party of such Third Party Claim and of Indemnified
Party’s claim of indemnification with respect thereto.  Indemnifying
Party shall have thirty (30) days after receipt of such notice to notify
Indemnified Party if it has elected to assume the defense of such Third Party
Claim, provided, that Indemnified Party shall in any event be entitled to take
such actions as are reasonably necessary to avoid prejudicing Indemnified
Party’s rights with respect to such Third Party Claim during such 30-day period
while it awaits notice from Indemnifying Party.  Once Indemnifying
Party elects to assume the defense of such Third Party Claim, Indemnifying Party
shall be entitled at its own expense to conduct and control the defense and
settlement of such Third Party Claim through counsel of its own choosing;
provided that Indemnified Party may participate in the defense of such Third
Party Claim with its own counsel at its own expense.  If Indemnifying
Party fails to notify Indemnified Party within thirty (30) days after receipt of
Indemnified Party’s notice of a Third Party Claim, Indemnified Party shall be
entitled to assume the defense of such Third Party Claim at the expense of
Indemnifying Party, provided, that Indemnified Party may not settle any Third
Party Claim without Indemnifying Party’s consent (such consent not to be
unreasonably withheld).

     

    SECTION
9.3   Insurance.  The
Indemnifying Party shall be subrogated to the rights of the Indemnified Party in
respect of any insurance relating to Damages to the extent of any
indemnification payments made hereunder.

     

    SECTION
9.4    No
Duplication.  Any liability for indemnification hereunder shall
be determined without duplication of recovery by reason of the state of facts
giving rise to such liability constituting a breach of more than one
representation, warranty, covenant or agreement.

     

    SECTION
9.5    Exclusiveness of
Remedies.  From and after the Closing Date, except for any
claims relating to (a) fraud under this Agreement or (b) any liability of
the Company for taxes of any kind for the period through the Closing, which
would have no restriction or limitation on remedy (other than as set forth in
Section 10.13), the Buyer’s  remedies for breach of the
representations, warranties and covenants contained herein shall be governed
exclusively by this Article IX.

     

    
      
        
        

      

      
        - 14
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    ARTICLE
X

     

    MISCELLANEOUS
PROVISIONS

     

    SECTION
10.1  Amendment and
Modification.  This Agreement may be amended, modified or
supplemented by a written instrument signed by all of the parties
hereto.

     

    SECTION
10.2  Waiver
of Compliance: Consents.  Any failure of Buyer or of Seller to
comply with any obligation, covenant, agreement or condition contained herein
may be waived in writing by Seller or Buyer but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to, any other failure
to comply with any obligation, covenant, agreement or condition contained
herein.

     

    SECTION
10.3  Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.

     

    SECTION
10.4  Expenses and
Obligations.  Except to the extent specifically provided
herein, all costs and expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement by Buyer shall be paid by Buyer,
and all costs and expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement by Seller shall be paid by the
Company; provided, however, that all transfer taxes resulting from the
transaction contemplated by this Agreement, including sales, real property, use,
excise, stock stamp, documentary, filing, recording and similar taxes, filing
fees and similar charges shall be borne by Seller.

     

    SECTION
10.5  Parties in
Interest.  This Agreement shall be binding upon and, except as
provided below, inure solely to the benefit of each party hereto, and except as
set forth in Article IX hereof, nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.

     

    SECTION
10.6  Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given upon the earlier of delivery thereof if by hand or upon receipt if
sent by mail (registered or certified, postage prepaid, return receipt
requested) or on the second next business day after deposit if sent by a
recognized overnight delivery service or upon transmission if sent by facsimile
or email transmission (with request of assurance of receipt in a manner
customary for communication of such type) as follows:

     

    (a)           If
to Buyer or Company, to:

     

    Wellhead
Electric Equipment, LLC

    650
Bercut Drive, Suite C

    Sacramento,
CA 95814

    Fax:  916-447-7602

     

    Attention:  Mr.
Harold E. Dittmer

     

    
      
        
        

      

      
        - 15
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    with a
copy to:

    


    Wellhead
Electric Company, Inc.

    650
Bercut Drive, Suite C

    Sacramento,
CA 95814

    Attention:  Mr.
Harold E. Dittmer

    


    (b)           If
to Seller, to:

     

    MMC
Energy, Inc.

    26
Broadway, Suite 960

    New York,
N.Y. 10004

    Attention:  Mr.
Denis Gagnon

    Fax:  (212)
785-7640

     

    SECTION
10.7  Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
conflicts-of-laws rules thereof.

     

    SECTION
10.8  Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.

     

    SECTION
10.9  Headings.  The
article and section headings contained in this Agreement are solely for the
purpose of reference, are not part of the agreement of the parties and shall not
affect in any way the meaning or interpretation of this Agreement.

     

    SECTION
10.10 Entire
Agreement.  This Agreement and the Confidentiality Agreement
and the schedules and exhibits attached hereto a embody the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.  There are no agreements, representations, warranties or
covenants other than those expressly set forth herein or
therein.  This Agreement and the Confidentiality Agreement and the
schedules and exhibits attached hereto supersede all prior agreements and
understandings between the parties with respect to such subject
matter.

     

    SECTION
10.11  Assignment.  This
Agreement shall not be assigned by operation of law or otherwise.

     

    SECTION
10.12 Survival of
Representations and Warranties, Etc.  The representations and
warranties of the parties contained in this Agreement shall survive the Closing
until twelve (12) months after the Closing Date, except for the representations
and warranties contained in Section 3.7, 3.11, 3.15 and 3.16 which shall survive
until the expiration of the applicable statute of limitations; the covenants in
this Agreement shall survive indefinitely.  Except as otherwise
provided herein, the parties intend to shorten the statute of limitations with
respect to the representations and warranties and agree that no claim may be
brought against either party based upon, directly or indirectly, any of the
representations and warranties contained in Article III or Article IV after such
twelve month period.

     

    
      
        
        

      

      
        - 16
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    SECTION
10.13 Limitation
on Liability.  NOTWITHSTANDING ANYTHING
CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT, SELLER AND
BUYER AGREE THAT THE RECOVERY BY ANY PARTY HERETO OF ANY DAMAGES SUFFERED OR
INCURRED BY IT AS A RESULT OF ANY BREACH BY ANOTHER PARTY OF ANY OF ITS
REPRESENTATIONS, WARRANTIES OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED
TO THE ACTUAL DAMAGES SUFFERED OR INCURRED BY THE NON-BREACHING PARTY AS A
RESULT OF THE BREACH BY THE BREACHING PARTY OF ITS REPRESENTATIONS, WARRANTIES
OR OBLIGATIONS HEREUNDER AND IN NO EVENT SHALL THE BREACHING PARTY BE LIABLE TO
THE NON-BREACHING PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR
PUNITIVE DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR
OPPORTUNITIES OR BUSINESS INTERRUPTION) SUFFERED OR INCURRED BY THE
NON-BREACHING PARTY AS A RESULT OF THE BREACH BY THE BREACHING PARTY OF ANY OF
ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS HEREUNDER.  For
purposes of the foregoing, actual damages may however, include indirect
consequential, special, exemplary or punitive damages to the extent (i) the
injuries or losses resulting in or giving rise to such damages are incurred or
suffered by a third party that is not an Indemnified Party or an affiliate of
any Indemnified Party and (ii) such damages are recovered against an Indemnified
Party by a third party that is not an Indemnified Party or an affiliate of any
Indemnified Party.  This Section 10.13 shall operate only to limit a
party’s liability and shall not operate to increase or expand any contractual
obligation of a party hereunder or cause any contractual obligation of a party
hereunder to survive longer than provided in Section 10.12. 

     

    SECTION
10.14 DISCLAIMER OF
WARRANTIES AND REPRESENTATIONS.  NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE
EXPLICIT INTENT OF EACH PARTY HERETO THAT NEITHER SELLER NOR BUYER IS MAKING AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, BEYOND THOSE REPRESENTATIONS OR WARRANTIES
EXPRESSLY GIVEN IN THIS AGREEMENT.

     

    SECTION
10.15 Post-Closing;
Covenants/Indemnification. Following the Closing, Buyer and Wellhead
agree to use all commercially reasonable efforts to assist Seller in obtaining a
release from Seller’s obligations under the payment, indemnity and bonus
provisions set forth in Section 26.2(ii)(b) of the  LM6000
Contract.  If Seller does not obtain such release, any amounts that
Seller becomes obligated to pay to GEPP from and after the Closing pursuant to
the payment, indemnity and bonus provisions set forth in Section 26.2(ii)(b) of
the LM6000 Contract shall constitute Damages to Seller for purposes of Buyer’s
indemnification obligation pursuant to Article IX; provided, however, that
Wellhead expressly agrees to act as the Indemnifying Party under Article IX
solely in connection with such Damages under the LM6000 Contract.

     

    SECTION
10.16 Jurisdiction and
Venue.  The parties hereto agree that any suit, action or
proceeding arising out of or relating to this Agreement shall be instituted only
in a federal or state court located in Sacramento, California.  Each
party waives any objection it may have now or hereafter to the laying of the
venue of any such suit, action or proceeding, and irrevocably submits to the
jurisdiction of any such court in any such suit, action or
proceeding.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
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               IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                Wellhead
      Electric Equipment, LLC

                              	 
	 
      	 
      	 
      	 
	 
      	
                                By
      San Joaquin Dryers, LP, Managing Member

                              
	 
      	
                                By:
      Fresno Cogen, Inc., its General Partner

                              
	 
      	 
      	 
      	 
	 
      	
                                By:

                              	      
                                /s/
      Harold E. Dittmer

                              	 
	 
      	
                                Name:

                              	
                                Harold
      E. Dittmer

                              	 
	 
      	
                                Title:

                              	
                                President

                              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                MMC
      Energy, Inc.

                              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                By:

                              	
                                /s/
      Michael J. Hamilton

                              	 
	 
      	
                                Name:

                              	
                                Michael
      J. Hamilton

                              	 
	 
      	
                                Title:

                              	
                                Chairman
      and Chief Executive Officer

                              	 


                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first written above.

     

    
      
        
          
            	 
      	
                    Wellhead
      Electric Company, Inc.

                  	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                    By:

                  	
                    /s/
      Harold E. Dittmer.

                  	 
	 
      	
                    Name:

                  	
                    Harold
      E. Dittmer

                  	 
	 
      	
                    Title:

                  	
                    President