AMONGMerger Agreement • May 15th, 2006 • High Tide Ventures, Inc. • Metal mining • New York
RECITALS:Registration Rights Agreement • May 15th, 2006 • High Tide Ventures, Inc. • Metal mining • New York
MINERAL PROPERTY PURCHASE AGREEMENT THIS AGREEMENT dated for reference May 28, 2004. BETWEEN: GLEN MACDONALD, of 420 - 625 Howe Street, Vancouver, British Columbia, V6C 2T6; and (the "Vendor")Mineral Property Purchase Agreement • December 22nd, 2004 • High Tide Ventures, Inc. • British Columbia
RECITALS:Subscription Agreement • May 15th, 2006 • High Tide Ventures, Inc. • Metal mining • New York
UNDERWRITING AGREEMENT _____ Shares of Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2007 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
As the representative of the Underwriters, Merriman Curhan Ford & Co. has informed the Company that Merriman Curhan Ford & Co. is authorized to enter into this Agreement on behalf of the several Underwriters, and that the several Underwriters are willing, on the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, acting severally and not jointly, to purchase the number of Firm Shares set forth opposite their respective names in Schedule A hereto, plus their pro rata portion of the Option Shares if Merriman Curhan Ford & Co. elects to exercise the over-allotment option in whole or in part for the account of the several Underwriters.
Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made, entered into and effective as of May 15, 2006 (the "Effective Date"), between MMC Energy, Inc. (f/k/a High Tide Ventures, Inc.), a Nevada corporation (the...Employment Agreement • May 15th, 2006 • High Tide Ventures, Inc. • Metal mining
Exhibit 10.3 SPLIT-OFF AGREEMENT SPLIT-OFF AGREEMENT, dated as of this 15th day of May 2006 (this "Agreement"), by and among MMC Energy, Inc. (f/k/a High Tide Ventures, Inc.), a Nevada corporation ("Seller"), Brent Peters ("Peters"), Douglas Smith...Split-Off Agreement • May 15th, 2006 • High Tide Ventures, Inc. • Metal mining • New York
RE: Change in Control and Severance AgreementChange in Control and Severance Agreement • April 10th, 2008 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
SCHEDULING AND ASSET OPTIMIZATION SERVICES AGREEMENT BETWEEN PPM ENERGY, INC. on the one hand AND on the other hand Dated June 7, 2006Scheduling and Asset Optimization Services Agreement • April 4th, 2007 • MMC Energy, Inc. • Cogeneration services & small power producers • Oregon
THIS SCHEDULING AND ASSET OPTIMIZATION SERVICES AGREEMENT (this “Agreement”), entered into this 7th day of June, 2006, is between PPM Energy, Inc., an Oregon corporation (“PPM”) on the one hand, and MMC Energy North America LLC, a Delaware limited liability company (“MMCN”), MMC Chula Vista LLC, a Delaware limited liability company (“MMCC”), and MMC Escondido LLC, a Delaware limited liability company (“MMCE”; each and all of MMCN, MMCC and MMCE intending to be fully and independently, and jointly and severally, liable for each and all of the obligations of each and all of MMCN, MMCC and MMCE, and collectively herein referred to as “MMC”; each reference to MMC means and includes any one or more of MMCN, MMCC, or MMCE as applicable) on the other hand. MMC and PPM are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.”
ENERGY MANAGEMENT AGREEMENT Dated November 21, 2006 by and between MMC ENERGY NORTH AMERICA, LLC, MMC CHULA VISTA LLC, and MMC ESCONDIDO LLC and BEAR ENERGY LPEnergy Management Agreement • April 4th, 2007 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
This Energy Management Agreement (this “Agreement”), effective as of January 1, 2007, is between Bear Energy LP, a limited partnership organized and existing under the laws of the State of Delaware (“Energy Manager”), MMC Energy North America, LLC, MMC Energy Chula Vista, LLC and MMC Escondido, LLC, each a limited liability company organized and existing under the laws of the State of Delaware (collectively “MMC”). MMC and Energy Manager may be referred to each individually as a “Party” and collectively as the “Parties.”
TRANSITION ASSET MANAGEMENT AGREEMENT by and between WELLHEAD ELECTRIC EQUIPMENT, LLC, and CALIFORNIA HOLDINGS McCALL, LLC and MMC ENERGY, INC., MMC ENERGY NORTH AMERICA, LLC, and MMC ESCONDIDO, LLC Dated as of May 21, 2009Transition Asset Management Agreement • May 28th, 2009 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
EQUIPMENT PURCHASE AGREEMENT between and Energy Parts Solutions LLC August 7, 2009Equipment Purchase Agreement • August 19th, 2009 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
THIS EQUIPMENT PURCHASE AGREEMENT (the “Agreement”) is made effective this 7th day of August, 2009 (the “Effective Date”) between ENERGY PARTS SOLUTIONS LLC, a Missouri limited liability company (“Buyer”), and MMC CHULA VISTA II LLC, a Delaware limited liability company (“Seller”).
RECITALSIndemnification Agreement • May 15th, 2006 • High Tide Ventures, Inc. • Metal mining • Nevada
LOAN AND SECURITY AGREEMENT DATED AS OF JUNE 30, 2008 by and among MMC CHULA VISTA II LLC, as a Borrower MMC ESCONDIDO II LLC, as a Borrower MMC ENERGY, INC., as Parent THE LENDERS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, as...Loan and Security Agreement • August 12th, 2008 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
EXHIBIT 4.1 LOCK-UP AGREEMENT May 15, 2006 MMC Energy, Inc. 26 Broadway, Suite 907 New York, New York 10004 Gentlemen: Reference is made to that certain binding Term Sheet (the "Term Sheet"), dated as of April 20, 2006 by and among MMC Energy, Inc....Lock-Up Agreement • May 15th, 2006 • High Tide Ventures, Inc. • Metal mining • New York
MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among CALIFORNIA HOLDINGS McCALL, LLC ESCONDIDO II, LLC, WELLHEAD ELECTRIC EQUIPMENT, LLC and MMC ENERGY, INC. Dated as of May 21, 2009Membership Interests Purchase Agreement • May 28th, 2009 • MMC Energy, Inc. • Cogeneration services & small power producers • Delaware
MEMBERSHIP INTERESTS PURCHASE AGREEMENT, dated as of May 21, 2009 (the “Agreement”) among California Holdings McCall, LLC, a Delaware limited liability company (“CHM”), Escondido II, LLC, a Delaware limited liability company (“EII,” and together with CHM, the “Buyers”), Wellhead Electric Equipment, LLC, a Delaware limited liability company (“Guarantor,” and together with the Buyers, the “Buyer Parties”) and MMC Energy, Inc., a Delaware corporation (the “Seller”).
EQUIPMENT PURCHASE AGREEMENT between and Energy Parts Solutions LLC February 6, 2009Equipment Purchase Agreement • May 15th, 2009 • MMC Energy, Inc. • Cogeneration services & small power producers • California
THIS EQUIPMENT PURCHASE AGREEMENT (the “Agreement”) is made effective this 6th day of February, 2009 (the “Effective Date”) between ENERGY PARTS SOLUTIONS LLC, a Missouri limited liability company (“Buyer”), and MMC MID-SUN LLC, a Delaware limited liability company (“Seller”).
RA CAPACITY CONFIRMATION BETWEEN AND OCCIDENTAL POWER SERVICES, INC.Ra Capacity Confirmation • May 15th, 2007 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
This Long Form Resource Adequacy (“RA”) Capacity Confirmation (“Confirmation Agreement”) shall confirm and effectuate the agreement reached on January 23, 2007 (the “Confirmation Effective Date”) between MMC Energy North America, LLC (“MMC” or “Seller”) and Occidental Power Services, Inc. (“OPSI” or “Buyer”), each individually a “Party” and together the “Parties”, in which Seller agrees to provide to Buyer the right to the RA capacity product described herein (the “Product”). Subject to the terms and conditions of this Confirmation Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller the Product as specified below. Capitalized terms used but not otherwise defined in this Confirmation Agreement have the meanings described in the Tariff (as defined below).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • May 15th, 2007 • MMC Energy, Inc. • Cogeneration services & small power producers
This Separation Agreement and Release (the “Agreement”), is made and entered as of the 12th day of March, 2007 (the “Effective Date”), by and between MMC Energy, Inc. (the “Company”), on the one hand, and Martin Quinn (the “Executive”), on the other hand.
ENERGY MANAGEMENT AGREEMENT Dated November 1, 2008 by and between MMC ENERGY NORTH AMERICA, LLC, MMC MID-SUN LLC, MMC CHULA VISTA LLC, and MMC ESCONDIDO LLC MACQUARIE COOK POWER INC. and MACQUARIE COOK ENERGY, LLCEnergy Management Agreement • November 14th, 2008 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
EQUIPMENT PURCHASE AGREEMENT Between Kellstrom Commercial Aerospace, Inc. and New York City, New York 10004Equipment Purchase Agreement • November 8th, 2006 • MMC Energy, Inc. • Cogeneration services & small power producers • Florida
THIS EQUIPMENT PURCHASE AGREEMENT (“Agreement”), is made this 5th day of October, 2006, by and between Kellstrom Commercial Aerospace, Inc., a Delaware corporation (“Seller”); and MMC Mid-Sun, LLC, a Delaware limited liability company (“Buyer”).
SECOND AMENDMENT TO THE ENERGY MANAGEMENT AGREEMENT between BEAR ENERGY LP andEnergy Management Agreement • May 14th, 2008 • MMC Energy, Inc. • Cogeneration services & small power producers
This SECOND AMENDMENT dated as of March 25, 2008 (this “Second Amendment”), is made and entered into by and between BEAR ENERGY LP (“Bear”) and MMC MID-SUN, LLC (“Mid-Sun,” and together with Bear, the “Parties”).
New York, New York 10004Separation Agreement • May 14th, 2008 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
This will confirm the agreement (the “Agreement”) that has been reached with you in connection with your separation of employment from MMC Energy, Inc. (the “Company”).
SCHEDULING AND ASSET OPTIMIZATION SERVICES AGREEMENTScheduling and Asset Optimization Services Agreement • August 15th, 2006 • MMC Energy, Inc. • Cogeneration services & small power producers • Oregon
FIRST AMENDMENT, WAIVER, CONSENT AND RELEASE TO LOAN DOCUMENTSLoan Amendment • March 31st, 2009 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
FIRST AMENDMENT, WAIVER, CONSENT AND RELEASE TO LOAN DOCUMENTS, dated as of December 10, 2008 (this “Amendment”), to the Loan Documents referred to below, by and among MMC CHULA VISTA II LLC, a Delaware limited liability company (“Chula Vista Borrower”), MMC ESCONDIDO II LLC, a Delaware limited liability company (“Escondido Borrower” and together with the Chula Vista Borrower, collectively “Borrowers” and individually each a “Borrower”), MMC ENERGY, INC., a Delaware corporation (“Parent”), the lenders signatory hereto (the “Lenders”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), as administrative agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
Agreement of Lease, made as of this 31st day of January 2006, betweenLease Agreement • November 8th, 2006 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
CONSTITUTION REALTY LLC, a New York limited liability company having an office at 575 Lexington Avenue, New York, New York 10022-6113, party of the first part, hereinafter referred to as Owner, and
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made, entered into and effective as of May 15, 2006 (the "Effective Date"), between MMC Energy, Inc. (f/k/a High Tide Ventures, Inc.), a Nevada corporation (the...Employment Agreement • May 15th, 2006 • High Tide Ventures, Inc. • Metal mining
MEMBERSHIP INTERESTS PURCHASE AGREEMENT BY AND BETWEEN WELLHEAD ELECTRIC EQUIPMENT, LLC MMC ENERGY, INC. Dated: November 26, 2008Membership Interests Purchase Agreement • March 31st, 2009 • MMC Energy, Inc. • Cogeneration services & small power producers • Delaware
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.
GE PACKAGED POWER, INC. CONTRACT FOR U.S. BASED SALE OF EQUIPMENT & SERVICES Chula Vista Energy Upgrade Project GE AEP Contract Form Rev. 1 (February 10 2003); JEA Rev Dec. 5, 2005Contract for Sale of Equipment & Services • May 14th, 2008 • MMC Energy, Inc. • Cogeneration services & small power producers • New York
