PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 18th, 2015 • Us Geothermal Inc • Electric services • New York
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT of RAFT RIVER ENERGY I LLC, a Delaware limited liability company (the “Company”), is dated this 14th day of December, 2015 (the “Effective Date”), by and among the Company, RAFT RIVER I HOLDINGS, LLC, a Delaware limited liability company, in its capacity as a member (“Member A”), and IDAHO USG HOLDINGS, LLC, a Delaware limited liability company, in its capacity as a member (“Member B”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF RAFT RIVER ENERGY I LLC A Delaware Limited Liability Company As of December 14, 2015Operating Agreement • December 18th, 2015 • Us Geothermal Inc • Electric services • Delaware
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT of RAFT RIVER ENERGY I LLC, a Delaware limited liability company (the “Company”), is dated this 14th day of December, 2015 (the “Effective Date”), by and among the Company, RAFT RIVER I HOLDINGS, LLC, a Delaware limited liability company, in its capacity as a member (“Member A”), and IDAHO USG HOLDINGS, LLC, a Delaware limited liability company, in its capacity as a member (“Member B”).
PARENT COMPANY GUARANTEEParent Company Guarantee • December 18th, 2015 • Us Geothermal Inc • Electric services • Delaware
THIS PARENT COMPANY GUARANTEE (the “Guarantee”) is made as of this 14th day of December, 2015 by U.S. Geothermal, Inc., an Idaho corporation (“Guarantor”), for the benefit of Raft River I Holdings, LLC, a Delaware limited liability company (“Raft River,” and collectively with Guarantor, the “Guarantee Parties”).
ContractConvertible Promissory Note • December 18th, 2015 • Us Geothermal Inc • Electric services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS NOTE AND ANY SECURITIES INTO WHICH IT MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (1) AN OPINION OF COUNSEL SATISFACTORY TO U.S. GEOTHERMAL INC. THAT SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (2) SUCH REGISTRATION.
