LLC INTEREST PURCHASE AGREEMENT

EXHIBIT 10.8 - --------------------------------------------------------------------------------













PLUG POWER, LLC







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LLC INTEREST PURCHASE AGREEMENT



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Dated as of February 16, 1999















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LLC INTEREST PURCHASE AGREEMENT



AGREEMENT, dated as of February 16,1999, between PLUG POWER, LLC, a Delaware limited liability company (the "Company"), and Michael J. Cudahy (the "Investor").



WHEREAS, the Company proposes to issue and sell to the Investor an aggregate of 1,440,000 Shares of Class A Membership Interests (the "Investor Interest") and a warrant (the "Warrant") to purchase 400,000 Shares of Class A Membership Interests (together, the Investor Interest and Warrant shall be referred to as the "Purchased Securities") for an aggregate purchase price of $9.6 million;



WHEREAS, the Investor desires to purchase the Purchased Securities;



NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:



1. Definitions. Unless otherwise defined in context or the context otherwise requires, capitalized terms used in this Agreement are defined on Schedule I hereto, which is incorporated herein by reference and made a part of this Agreement. Such terms shall be applicable to both the singular and plural forms of any of the terms therein defined.



2. Sale and Purchase. Upon the terms and subject to the conditions herein

----------------- contained, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, on the Closing Date, the Purchased Securities. The Investor shall pay to the Company $9.6 million for the Purchased Securities.



3. Closing.

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(a) The Closing shall occur at the offices of Plug Power, 968 Albany- Shaker Road, Latham, New York 12110, at the hour of 10:00 A.M., Eastern Standard Time, on the Closing Date.



(b) At the Closing, the Company shall deliver to the Investor a certificate evidencing the Investor Interest and a certificate evidencing the Warrant, which certificates shall be registered in the Investor's name, against delivery to the Company of payment by check or wire transfer of immediately available funds to an account specified in writing by the Company on or before the Closing Date in an amount equal to $9.6 million.

(c) At the Closing, the Investor shall execute the Limited Liability Company Agreement as a Class A Member.



4. Restrictions on Transfer of Securities: Removal of Restrictions on

------------------------------------------------------------------ Transfer of Securities. - ----------------------



(a) The Investor understands and agrees that the Purchased Securities have not been registered under the Securities Act, and that accordingly they will not be fully transferable except as permitted under various exemptions contained in or promulgated by the Commission under the Securities Act, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act. The Investor acknowledges that he must bear the economic risk of his investment in the Purchased Securities for an indefinite period of time since they has not been registered under the Securities Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available.



(b) The Investor hereby agrees with the Company as follows:



(i) The certificates evidencing the Purchased Securities, and each certificate issued in transfer thereof, will bear a legend to the following effect:



"The securities evidenced by this certificate have not been registered

under the Securities Act of 1933 and have been taken for investment

purposes only and not with a view to the distribution thereof, and

such securities may not be sold or transferred unless there is an

effective registration statement under such Act covering such

securities or the issuer corporation receives an opinion of counsel

(which may be counsel for the issuer corporation) stating that such

sale or transfer is exempt from the registration and prospectus

delivery requirements of such Act."



(ii) The certificates representing the Purchased Securities, and each certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law.



(iii) Absent an effective registration statement under the Securities Act, covering the disposition of such securities, the Investor shall not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of the Purchased Securities without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale, transfer, assignment, pledge, hypothecation or other disposition will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable state securities laws, except that no such registration or opinion shall be required with respect to (A) a transfer not involving a change in beneficial ownership or (B) a sale to be effected in accordance with Rule 144 of the





Commission under the Securities Act (or any comparable exemption).



(iv) The Investor consents to the Company's making a notation on its records or giving instructions to any transfer agent of the Purchased Securities in order to implement the restrictions on transfer of the Purchased Securities set forth in this subsection (c).



5. Representations and Warranties by the Company. In order to induce the

--------------------------------------------- Investor to enter into this Agreement and to purchase the Purchased Securities, the Company hereby represents and warrants to the Investor as follows:



5.1 Organization, Standing, etc. The Company is a limited liability

---------------------------- company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business, to own and hold its properties and assets, to enter into this Agreement, to issue the Purchased Securities and to carry out the provisions hereof. The copies of the Certificate of Formation and Limited Liability Company Agreement of the Company, which have been delivered to the Investor prior to the execution of this Agreement are true and complete and have not been amended or repealed.



5.2 Qualification. The Company is duly qualified or licensed as a

------------- foreign limited liability company in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification, licensing or domestication necessary.



5.3 Capitalization. The authorized capitalization of the Company

-------------- consists of 25,000,000 Shares of Class A Membership Interests and 3,000,000 Shares of Class B Membership Interests. As of the Closing Date, and prior to the issuance of the Investor Interest, the Company has 20,000,000 Shares of Class A M ...