RASER TECHNOLOGIES, INC. (a Delaware corporation)Purchase Agreement • March 25th, 2008 • Raser Technologies Inc • Motors & generators • New York
Raser Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or the “Initial Purchaser”), with respect to the issue and sale by the Company and the purchase by the Initial Purchaser of $50,000,000 aggregate principal amount of the Company’s 8.00% Convertible Senior Notes due 2013 (the “Initial Securities”), and with respect to the grant by the Company to the Initial Purchaser of the option described in Section 2(b) hereof to purchase all or any part of an additional $5,000,000 principal amount of the Company’s 8.00% Convertible Senior Notes due 2013 (the “Option Securities,” and together with the Initial Securities, the “Securities”). The Securities are to be issued pursuant to an indenture dated as of March 26, 2008 (the “Indenture”) between the Company and The Bank of New York, a New York Banking corporation, as trustee (the “Trustee”). Securities issued in book-e
Confirmation of Forward Stock Purchase Transaction EXECUTION COPY Date: March 19, 2008 ML Ref.: [ ] To: Raser Technologies, Inc. To: Merrill Lynch Financial Markets, Inc. New York, New York 10080 From: Merrill Lynch, Pierce, Fenner & Smith...Confirmation of Forward Stock Purchase Transaction • March 25th, 2008 • Raser Technologies Inc • Motors & generators • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein) shall be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “Master Agreement”) as if we had executed an agreement in such form (but without any Schedule and with the elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date of the Transaction. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Master Agreement.
