EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2005 • Raser Technologies Inc • Motors & generators
EXHIBIT 4.3 ----------- ANNEX I TO SECURITIES PURCHASE AGREEMENT [PROTOTYPE FOR EACH ISSUANCE] FORM OF DEBENTURE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE...Securities Purchase Agreement • August 13th, 2004 • Raser Technologies Inc • Services-computer programming, data processing, etc.
EXHIBIT 10.4 ------------ RASER TECHNOLOGIES, INC. AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Amended and Restated 2004 Long-Term Incentive Plan shall have the...Stock Option Agreement • August 13th, 2004 • Raser Technologies Inc • Services-computer programming, data processing, etc. • Utah
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Reorganization Agreement") is made this 2nd day of October, 2003, among Wasatch Web Advisors, Inc., a Utah corporation (the "Company" or "Wasatch Web"); Raser...Reorganization Agreement • October 14th, 2003 • Wasatch Web Advisors Inc • Services-computer programming, data processing, etc. • Utah
RECITALSRestricted Stock Grant Agreement • November 9th, 2004 • Raser Technologies Inc • Motors & generators • Utah
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2007 • Raser Technologies Inc • Motors & generators • New York
This Securities Purchase Agreement (this "Agreement") is dated as of March 30, 2007, among Raser Technologies, Inc., a Utah corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"); and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2007 • Raser Technologies Inc • Motors & generators
This Registration Rights Agreement (this "Agreement") is made and entered into as of March 30, 2007, by and among Raser Technologies, Inc., a Utah corporation (the "Company"), and the purchasers signatory hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers").
Registration Rights Agreement Dated as of March 26, 2008 among Raser Technologies, Inc. and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • March 27th, 2008 • Raser Technologies Inc • Motors & generators • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of March 19, 2008, among the Company and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of $50,000,000 aggregate principal amount ($55,000,000 principal amount if the Initial Purchaser exercises its over-allotment option in full) of the Company’s 8.00% Convertible Senior Notes due 2013 (the “Securities”). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
Exhibit 10.7 ------------At Will Employment Agreement • November 9th, 2004 • Raser Technologies Inc • Motors & generators • Utah
SUBSCRIPTION AGREEMENTSubscription Agreement • September 20th, 2010 • Raser Technologies Inc • Electric services • New York
If the Investor provides the information and wire transfer specified above in a timely manner and the Company fails to deliver the Common Stock to be issued to the Investor, and such failure continues for five (5) business days after such information and wire transfer are delivered, the Company shall pay, in cash or registered shares of Common Stock at the option of the Investor, as liquidated damages and not as a penalty to the Investor, an amount equal to two percent (2%) of the notional amount to be settled for the initial thirty (30) days and each additional thirty (30) day period thereafter until such failure has been cured, which shall be pro-rated for such periods less than thirty (30) days. Notwithstanding the foregoing, the Company shall not be obligated to pay to the Investor any amount in excess of ten percent (10%) of such notional amount.
PLEDGE AND ESCROW AGREEMENT by and among RASER TECHNOLOGIES, INC., and THE BANK OF NEW YORK, as Escrow Agent, and THE BANK OF NEW YORK, as Trustee Dated as of March 26, 2008Pledge and Escrow Agreement • March 27th, 2008 • Raser Technologies Inc • Motors & generators • New York
EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 22, 2004, among Raser Technologies, Inc. a Utah corporation (the "Company"), and the purchasers signatory hereto (each...Registration Rights Agreement • July 28th, 2004 • Raser Technologies Inc • Services-computer programming, data processing, etc.
UTAH STATE MINERAL LEASE FORM GEOTHERMAL ENERGY LEASEGeothermal Energy Lease • May 11th, 2009 • Raser Technologies Inc • Motors & generators • Utah
THIS MINING LEASE AND AGREEMENT (the “Lease”) is entered into and is effective as of DECEMBER 1, 2007, by and between the STATE OF UTAH, acting by and through the SCHOOL AND INSTITUTIONAL TRUST LANDS ADMINISTRATION, 675 East 500 South, Suite 500, Salt Lake City, Utah 84102 (“Lessor”),
UTAH STATE MINERAL LEASE FORM GEOTHERMAL STEAMMineral Lease • May 11th, 2009 • Raser Technologies Inc • Motors & generators • Utah
THIS MINING LEASE AND AGREEMENT (the “Lease”) is entered into and is effective as of APRIL 1, 2007, by and between the STATE OF UTAH, acting by and through the SCHOOL AND INSTITUTIONAL TRUST LANDS ADMINISTRATION, 675 East 500 South, Suite 500, Salt Lake City, Utah 84102 (“Lessor”), and
RASER TECHNOLOGIES, INC. $25,000,000 of Common Stock (par value $0.01 per share) Controlled Equity Offeringsm Sales AgreementSales Agreement • April 8th, 2010 • Raser Technologies Inc • Electric services • New York
RASER TECHNOLOGIES, INC., a Delaware corporation (the "Company"), confirms its agreement (this "Agreement") with Cantor Fitzgerald & Co. ("CF&Co"), as follows:
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Securities Agreement • July 28th, 2004 • Raser Technologies Inc • Services-computer programming, data processing, etc.
GEOTHERMAL LEASE AGREEMENTGeothermal Lease Agreement • May 9th, 2007 • Raser Technologies Inc • Motors & generators • Nevada
THIS GEOTHERMAL LEASE AGREEMENT (“Lease” or “Agreement”) is made and entered into as of the 17th day of January, 2007, (“Effective Date”), by and between Richard Guelich and Charles McGee, individuals with primary residences in the state of Nevada having addresses of respectively (collectively “Lessor”), and RASER POWER SYSTEMS, LLC., a Utah company with an address of 5152 North Edgewood Drive, Provo, Utah 84604 (“Lessee”).
SECOND AMENDMENT TO AMENDMENT, CONSENT AND FORBEARANCE AGREEMENTAmendment, Consent and Forbearance Agreement • February 2nd, 2011 • Raser Technologies Inc • Electric services • New York
THIS SECOND AMENDMENT (this “Amendment”) TO AMENDMENT, CONSENT AND FORBEARANCE AGREEMENT is made and entered into on the 31st day of January, 2011 (the “Effective Date”), by and among THERMO NO. 1 BE-01, LLC, a Delaware limited liability company (the “Company”), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Administrative Lender (the “Administrative Lender”), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and ZURICH AMERICAN INSURANCE COMPANY (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), and (for the limited purposes set out in Sections 4, 6, 8, 10, 11, 13 and 14 of the Forbearance Agreement, as defined below and amended hereby) Raser Technologies, Inc. (“Raser”).
RENEWABLE POWER PURCHASE AND SALE AGREEMENT between CITY OF ANAHEIM and HARMONY GEOTHERMAL NO. 1 IR-01, LLC, a special purpose entity subsidiary of Intermountain Renewable Power, LLCRenewable Power Purchase and Sale Agreement • March 19th, 2008 • Raser Technologies Inc • Motors & generators • California
This Renewable Power Purchase and Sale Agreement, together with the exhibits, attachments, and any referenced collateral agreement or similar arrangement between the Parties (collectively, the “Agreement”) dated for purposes of identification only this day of March, 2008 (“Identification Date”). This Agreement shall be effective upon execution by the Parties (“Effective Date”) and, unless terminated pursuant to an express provision of this Agreement, shall continue during the Term provided in Section 1.04.
8,550,339 Shares and Warrants to Purchase up to 4,275,169.5 Shares of Common Stock ($0.01 per value) RASER TECHNOLOGIES, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 30th, 2009 • Raser Technologies Inc • Motors & generators • New York
CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION AMENDED AND RESTATED LICENSE AND SUBLICENSE AGREEMENTLicense Agreement • November 9th, 2006 • Raser Technologies Inc • Motors & generators • Utah
THIS LICENSE AND SUBLICENSE AGREEMENT (“Agreement”) is entered into as of this 2nd day of November, 2006 (“Execution Date”), by and between Raser – Power Systems, LLC (a subsidiary of Raser Technologies, Inc.), a Delaware limited liability company with its principal offices located at 5152 North Edgewood Drive, Suite 375, Provo, Utah 84604 (“Sub-licensee”) and Recurrent Engineering, L.L.C., (f/k/a Recurrent Resources LLC), a Delaware limited liability company, having its principal offices located at 11814 Election Road, Suite 100, Draper, Utah 84020 (“Sub-licensor”). Sub-licensor and Sub-licensee are sometimes hereinafter collectively referred to as the “Parties,” and individually as a “Party.”
GEOTHERMAL RESOURCES LEASE (Minersville Land and Livestock–Surface Lands Retained by Lessor)Geothermal Resources Lease • May 11th, 2009 • Raser Technologies Inc • Motors & generators • Utah
THIS GEOTHERMAL RESOURCES LEASE (“Lease”), entered into this 25th day of September, 2007, by and between MINERSVILLE LAND AND LIVESTOCK COMPANY, a Utah corporation (collectively, “Lessor”), and INTERMOUNTAIN RENEWABLE POWER, LLC, a Delaware limited liability company (“Lessee”).
LEASE AGREEMENT BETWEEN EsNET PROPERTIES L.C., A Utah limited liability Company, as Landlord and Raser Technologies, Inc., A Utah Corporation, as Tenant DATED March 11, 2005Lease Agreement • May 24th, 2005 • Raser Technologies Inc • Motors & generators • Utah
THIS LEASE AGREEMENT (this “LEASE”) is entered as of the 11th day of March, 2005, by, between and among EsNET PROPERTIES, L.C., a Utah limited liability company, as Landlord, and RASER TECHNOLOGIES, INC., a Utah corporation, as Tenant.
SCHEDULE Z AMENDMENTSchedule Z Amendment Agreement • February 22nd, 2010 • Raser Technologies Inc • Electric services
THIS SCHEDULE Z AMENDMENT AGREEMENT, dated as of February 16, 2010 (the "Schedule Z Amendment Agreement"), is entered into by and among the signatories hereto.
CapStone Letterhead]Underwriting Agreement • February 8th, 2010 • Raser Technologies Inc • Electric services • California
This letter agreement (this "Agreement") will confirm the arrangements under which CapStone Investments ("CapStone") is authorized to act as exclusive underwriter ("Underwriter") for Raser Technologies, Inc., and its affiliates and subsidiaries ("RZ") in connection with the proposed offering of a total approximate amount of up to 5,000 shares of preferred stock at a price of $1,000 per share, that will include a warrant to purchase up to an additional 14,000 shares of preferred stock (collectively, the "Securities") of RZ (the "Offering"). The terms of this letter will expire at 5:00 p.m. on February 15, 2010, unless fully executed by duly authorized representatives of both parties.
FOURTH AMENDED RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • September 7th, 2007 • Raser Technologies Inc • Motors & generators
THIS FOURTH AMENDED RESTRICTED STOCK GRANT AGREEMENT (the "Fourth Amended Agreement") is made as of this 4th day of September 2007, between RASER TECHNOLOGIES, INC. ("Company") and TIMOTHY FEHR, ("Employee").
AGREEMENTPurchase Agreement • November 14th, 2008 • Raser Technologies Inc • Motors & generators • New York
FIRST AMENDMENT TO MEMBERSHIP INTEREST REDEMPTION AGREEMENTMembership Interest Redemption Agreement • February 22nd, 2010 • Raser Technologies Inc • Electric services
This FIRST AMENDMENT TO MEMBERSHIP INTEREST REDEMPTION AGREEMENT (this "Amendment"), dated as of February 16, 2010 (the "Effective Date"), is made and entered into by and among Thermo No. 1 BE-01, LLC, a Delaware limited liability company (the "Company"), Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation ("MLP"), Raser Technologies, Inc., a Delaware corporation ("Raser") and, Intermountain Renewable Power, LLC, a Delaware limited liability company ("IRP") (each of the Company, MLP, Raser and IRP, a "Party" and, collectively, the "Parties").
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 11th, 2009 • Raser Technologies Inc • Electric services • Delaware
THIS SECOND AMENDMENT (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement dated as of August 31, 2008 (as amended from time to time prior to the date hereof, the “Agreement”) of THERMO NO. 1 BE-01, LLC, a Delaware limited liability company (the “Company”), is made and entered on the 4th day of December, 2009, by and among the Company and each of the Persons executing this Agreement (the “Members”).
AMENDMENT NO. 3 TO UNSECURED LINE OF CREDIT AGREEMENT AND PROMISSORY NOTEUnsecured Line of Credit Agreement and Promissory Note • October 19th, 2010 • Raser Technologies Inc • Electric services
This Amendment No. 3 to Unsecured Line of Credit Agreement and Promissory Note (this ‘Amendment’) is entered into as of October 13, 2010 by and among Evergreen Clean Energy Fund, LLC (‘Evergreen’), Bombay Investments (‘Bombay’ and together with Evergreen, the ‘Lenders’) and Raser Technologies, Inc., a Delaware corporation (‘Borrower’).
AMENDMENT, CONSENT AND FORBEARANCE AGREEMENTForbearance Agreement • July 14th, 2010 • Raser Technologies Inc • Electric services • New York
THIS AMENDMENT, CONSENT AND FORBEARANCE AGREEMENT (this “Forbearance Agreement”) is made and entered into on the 9th day of July, 2010 (the “Effective Date”), by and among THERMO NO. 1 BE-01, LLC, a Delaware limited liability company (the “Company”), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Administrative Lender (the “Administrative Lender”), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND ZURICH AMERICAN INSURANCE COMPANY (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), and (for the limited purposes set out in Sections 4, 6, 8, 10, 11, 13 and 14 of this Forbearance Agreement) Raser Technologies, Inc.
ContractWarrant Agreement • November 14th, 2008 • Raser Technologies Inc • Motors & generators
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING THIS WARRANT OR (2) THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT.
GEOTHERMAL RESOURCES LEASE (Minersville Land and Livestock–Surface Lands Retained by Lessor)Geothermal Resources Lease • May 26th, 2009 • Raser Technologies Inc • Motors & generators • Utah
THIS GEOTHERMAL RESOURCES LEASE (“Lease”), entered into this 25th day of September, 2007, by and between MINERSVILLE LAND AND LIVESTOCK COMPANY, a Utah corporation (collectively, “Lessor”), and INTERMOUNTAIN RENEWABLE POWER, LLC, a Delaware limited liability company (“Lessee”).
PURCHASE CONTRACTPurchase Contract • May 11th, 2009 • Raser Technologies Inc • Motors & generators
This Purchase Contract (this “Agreement”) is made and entered into as of the last date of execution hereof by and between UTC POWER CORPORATION, a corporation incorporated and existing under the laws of the State of Delaware and having an office and place of business in South Windsor, Connecticut (hereinafter referred to as “UTCP”) and Thermo No. 1 BE-01, LLC, a limited liability company incorporated and existing under the laws of the State of Delaware and having an office and place of business at 5152 N. Edgewood Drive, Suite 375, Provo, Utah (hereinafter referred to as “BUYER”). BUYER and UTCP are hereinafter referred to collectively as “Parties”.
ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENTEngineering, Procurement and Construction Agreement • December 11th, 2009 • Raser Technologies Inc • Electric services • New York
THIS FIRST AMENDMENT (this “Amendment”) to the Engineering, Procurement and Construction Agreement dated as of August 31, 2008 (the “Agreement”) by and between RASER TECHNOLOGIES, INC. (“Contractor”) and THERMO NO. 1 BE-01, LLC, a Delaware limited liability company (“Owner”), is made and entered on the 4th day of December, 2009.
