ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the “Agreement”) is dated March 14, 2008, by and between Metretek,
Incorporated, a Florida corporation (“ Seller ”), PowerSecure International, Inc., a Delaware corporation (“
PowerSecure ”), and Mercury Instruments LLC, an Ohio limited liability company (“ Purchaser ”).
WHEREAS, Seller designs, manufactures, sells and repairs software and electronic systems that facilitate the
collection, processing, storage and publishing of data generated by remote assets, in addition to remote control of
those assets (the “ Business ”); and
WHEREAS, Seller desires to sell certain of the assets and operations of the Business, and the Purchaser
desires to acquire such assets and operations of the Business, in each case on the terms and conditions set forth
WHEREAS, PowerSecure is the ultimate parent of Seller and has joined this Agreement solely for the limited
purposes set forth in Sections 7.3, 7.4 and 14.4 hereof to induce Purchaser to enter into this Agreement;
THEREFORE, the parties, intending to be legally bound, hereby agree as follows:
SECTION 1. DEFINITIONS .
As used in this Agreement, the following terms shall have the following respective meanings:
“ Affiliate ” shall mean, with respect to any Person, any Person which directly or indirectly, through stock
ownership or through other arrangements, either controls, is controlled by or is under common control with such
Person, with the word “control” (and derivations thereof) having the meaning given to such word under Rule 405
promulgated under the Securities Act of 1933, as amended.
“ Allocation Statement ” – See Section 3.2.
“ Ancillary Agreements ” shall refer collectively to the Bill of Sale, the Assignment and Assumption
Agreement, the Assignment and Assumption of Leases, the Escrow Agreement, the Trademark Assignment and
the Patent Assignment.
“ Assignment and Assumption A