LLC INTEREST PURCHASE AGREEMENT (04-01-99)

EXHIBIT 10.11





PLUG POWER, LLC



LLC INTEREST PURCHASE AGREEMENT



Dated as of April 11, 1999

LLC INTEREST PURCHASE AGREEMENT





AGREEMENT, dated as of April 1, 1999, between PLUG POWER, LLC, a Delaware limited liability company (the "Company"), and Antaeus Enterprises, Inc., a Delaware corporation (the "Investor").



WHEREAS, the Company proposes to issue and sell to the Investor an aggregate of 299,850 Shares of Class A Membership Interests (the "Purchased Securities") for an aggregate purchase price of $2.0 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 $2.0 million for the Purchased Securities.



3. Closing.



(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 Purchased Securities, which certificate shall be registered in the Investor's name, against delivery to the Company of payment by 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 $2.0 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 it must bear the economic risk of its investment in the Purchased Securities for an indefinite period of time since they have 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 19331 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 such sale or transfer is exempt from the

registration and prospectus delivery requirements of such Act, and if

requested by the issuer corporation, the Investor delivers to it a

satisfactory opinion of counsel to such effect."



(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 unless 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, and, if requested by the issuer corporation, the Investor delivers to it a satisfactory opinion of counsel to such effect. Notwithstanding the foregoing, no such registration or opinion shall be required with respect to a transfer not involving a change in beneficial ownership.



(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 (b).





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 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.



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