Us Geothermal Inc Sample Contracts

Us Geothermal Inc – AMENDED AND RESTATED BY-LAWS OF (April 26th, 2018)
Us Geothermal Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF (April 26th, 2018)

The address of the Corporation's registered office in the State of Delaware is 800 N. State Street, Suite 402, Dover, Delaware 19901 in Kent County. The name of the Corporation's registered agent at such address is TRAC - The Registered Agent Company.

Us Geothermal Inc – Contract (January 25th, 2018)

BOISE, IDAHO – January 24th, 2018 - U.S. Geothermal Inc. (the “Company”) (NYSE American: HTM) announced today that it has entered into a definitive merger agreement under which a wholly owned subsidiary of Ormat Technologies, Inc. (“Ormat”) (NYSE: ORA) will acquire the Company for $5.45 per share in an all cash transaction.

Us Geothermal Inc – AGREEMENT AND PLAN OF MERGER (January 25th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 24, 2018 (this “Agreement”), is by and among Ormat Nevada Inc., a Delaware corporation (“Parent”), OGP Holding Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and U.S. Geothermal Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is referred to herein individually as a “party” and collectively as the “parties”. Certain capitalized terms used in this Agreement are used as defined in Section 8.01.

Us Geothermal Inc – AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT (January 11th, 2018)

THIS AMENDMENT NO. 6 TO THE EMPLOYMENT AGREEMENT (the "Amendment") is effective as of January 8, 2018 (the "Effective Date") by and between U.S. Geothermal Inc., a Delaware corporation (the "Company"), and Jonathan Zurkoff ("Employee").

Us Geothermal Inc – Contract (August 10th, 2017)

This certificate (the “Certificate”) is issued pursuant to the provisions of the U.S. Geothermal Inc. (the “Company”) 2009 Stock Incentive Plan (the “Plan”) and evidences that ***NAME*** is the holder (the “Holder”) of a non-qualified stock option (the “Option”) to purchase up to ***NUMBER OF OPTIONS*** shares (the “Shares”) of common stock of the Company at a purchase price of ***PRICE*** per Share. Subject to the provisions of the Plan:

Us Geothermal Inc – Contract (April 24th, 2017)

BOISE, IDAHO – April 24, 2017 - U.S. Geothermal Inc. (the “Company”) (NYSE MKT: HTM), a leading and profitable renewable energy company focused on the development, production, and sale of electricity from geothermal energy, today announced that the Company will not extend the employment agreement for CEO Dennis Gilles beyond its current term expiring on July 18, 2017 and are discussing a role for Mr. Gilles as an outside advisor to the Company after his agreement expires.

Us Geothermal Inc – AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT (February 16th, 2017)

THIS AMENDMENT NO. 5 TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of February 10, 2017 (the “Effective Date”), by and between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Jonathan Zurkoff (“Employee”).

Us Geothermal Inc – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF U.S. GEOTHERMAL INC. (November 9th, 2016)
Us Geothermal Inc – IDAHO USG HOLDINGS, LLC $20,000,000 5.80% Senior Secured Notes due March 31, 2023 ______________ NOTE PURCHASE AGREEMENT Dated May 19, 2016 (August 9th, 2016)

Idaho USG Holdings, LLC, a Delaware limited liability company (the “Issuer”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”), as follows (this “Agreement”):

Us Geothermal Inc – Contract (May 25th, 2016)

BOISE, IDAHO – May 19th, 2016 - U.S. Geothermal Inc. (NYSE MKT: HTM) announced today that its wholly-owned subsidiary, Idaho USG Holdings LLC (the “Company”), closed on a $20 million debt facility from Prudential Capital Group. Under terms of the financing agreement, the Company has the option, without obligation, to issue additional debt, up to $50 million in aggregate within the next two years. The initial $20 million loan has a fixed interest rate of 5.8% per annum. The loan principal amortizes over twenty years, with a seven-year term. Principal and interest payments are made semi-annually.

Us Geothermal Inc – THIRD AMENDED AND RESTATED BYLAWS OF (March 10th, 2016)
Us Geothermal Inc – AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (February 4th, 2016)

THIS AMENDMENT NO. 4 TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of February 3, 2016 (the “Effective Date”), by and between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Jonathan Zurkoff (“Employee”).

Us Geothermal Inc – PURCHASE AGREEMENT (January 25th, 2016)

PURCHASE AGREEMENT (the “Agreement”), dated as of January 22, 2016, by and between U.S. GEOTHERMAL INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

Us Geothermal Inc – December 15, 2015 TRADING SYMBOLS: In the U.S.: NYSE MKT: HTM and in Canada: TSX: GTH (December 18th, 2015)

BOISE, Idaho – (NYSE MKT: HTM; TSX: GTH) U.S. Geothermal Inc., is pleased to announce that it has acquired from Goldman Sachs the majority of their cash flow interest in and ownership of the Raft River geothermal project. U.S. Geothermal will receive 95% of the cash flow from the project on a going forward basis, along with all increased cash flow from any project improvements. The purchase price was $5.1 million for the 95% interest, with an option to purchase the balance of Goldman’s interest for Fair Market Value at the end of 2017.

Us Geothermal Inc – Contract (December 18th, 2015)

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.

Us Geothermal Inc – PURCHASE AND SALE AGREEMENT (December 18th, 2015)

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”).

Us Geothermal Inc – SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF RAFT RIVER ENERGY I LLC A Delaware Limited Liability Company As of December 14, 2015 (December 18th, 2015)

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”).

Us Geothermal Inc – PARENT COMPANY GUARANTEE (December 18th, 2015)

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”).

Us Geothermal Inc – AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (May 5th, 2015)

THIS AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of March 31, 2015 (the “Effective Date”), by and between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Jonathan Zurkoff (“Employee”).

Us Geothermal Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (April 11th, 2014)

THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of March 31, 2014 (the “Effective Date”), by and between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Jonathan Zurkoff (“Employee”).

Us Geothermal Inc – $30,737,775 6.75% Senior Secured Notes due December 31, 2037 __________________________ NOTE PURCHASE AGREEMENT __________________________ Dated September 26, 2013 (November 14th, 2013)

USG Nevada LLC, a Delaware limited liability company (the “Issuer”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”), as follows (this “Agreement”):

Us Geothermal Inc – EMPLOYMENT AGREEMENT (July 26th, 2013)

NOW THEREFORE in consideration of the respective covenants and agreements herein, the Parties covenant and agree as follows:

Us Geothermal Inc – EMPLOYMENT AGREEMENT (July 26th, 2013)

NOW THEREFORE in consideration of the respective covenants and agreements herein, the Parties covenant and agree as follows:

Us Geothermal Inc – EMPLOYMENT AGREEMENT (July 26th, 2013)
Us Geothermal Inc – THIRD AMENDMENT TO CREDIT ADDENDUM (May 16th, 2013)

THIS THIRD AMENDMENT TO CREDIT ADDENDUM (the “Amendment”) is made effective as of May 1, 2013 (the “Effective Date”), by and between USG NEVADA LLC, a Delaware limited liability company (“Owner”), and SAIC CONSTRUCTORS, LLC, an Oklahoma limited liability company formerly known as Benham Constructors, LLC (“Contractor”).

Us Geothermal Inc – ENGAGEMENT AGREEMENT FOR EXECUTIVE MANAGEMENT ADVISORY SERVICES (April 25th, 2013)

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the forgoing recitals and of the mutual covenants, agreements and representations contained herein and other valuable consideration given by each party hereto to the other, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

Us Geothermal Inc – EMPLOYMENT AGREEMENT (April 25th, 2013)

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the forgoing recitals and of the mutual covenants, agreements and representations contained herein and other valuable consideration given by each party hereto to the other, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

Us Geothermal Inc – SUBSCRIPTION AGREEMENT FOR UNITS (December 24th, 2012)

The undersigned (the “Investor”) hereby subscribes for and agrees to purchase the number of Units of the Company (the “Units”) set forth below at a price of US$0.37 per Unit, for the total aggregate subscription price set forth below (the “Aggregate Subscription Price”), upon and subject to the terms and conditions set forth in this agreement (the “Subscription Agreement”). Attached as Annex I and Annex II to this Subscription Agreement is a summary of the terms and conditions of the sale of the Units and the representations, warranties and covenants hereby made by the Investor (on its own behalf and, if applicable, on behalf of the others for whom it is contracting hereunder) and the Company, all of which Annex I and Annex II forms part of and is hereby incorporated by reference into this Subscription Agreement (collectively, the “Terms and Conditions”).

Us Geothermal Inc – COMMON SHARE PURCHASE WARRANTS (December 24th, 2012)

THIS IS TO CERTIFY THAT for value received [•], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, for each whole warrant represented by this certificate (this “Warrant Certificate”) to purchase, at any time or times on or after the Issuance Date up to and including 5:00 p.m. (New York time) on December [•], 2017 (the “Time of Expiry”), one fully paid and non-assessable common share (“Common Share”) in the capital of U.S. Geothermal Inc. (the “Company”) (such common share, a “Warrant Share” and collectively, the “Warrant Shares”) at a price per share of US$0.50 (the “Exercise Price”), subject to adjustment as hereinafter referred to. The warrants represented by this Warrant Certificate are the warrants to purchase Common Shares (the “Warrants”) issued pursuant to (i) that certain Subscription Agreement, dated as of December [•], 2012, by and between the Company and the Holder (the “Subscription Agreement”) and (ii) t

Us Geothermal Inc – AMENDMENT NO. 1 TO PURCHASE AGREEMENT (December 21st, 2012)

This Amendment No. 1 (the “Amendment”) is entered into this 21st day of December 2012 (“Amendment Effective Date”), by and between U.S. GEOTHERMAL INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”), and amends that certain Purchase Agreement, dated as of May 21, 2012, between the Investor and the Company (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

Us Geothermal Inc – Contract (May 22nd, 2012)

THIS PURCHASE WARRANT IS (I) NOT EXERCISABLE PRIOR TO [180 DAYS FOLLOWING ISSUANCE OF THE PURCHASE WARRANT] AND (II) VOID AFTER 5:00 P.M., EASTERN TIME, [FIVE YEARS FOLLOWING ISSUANCE OF THE PURCHASE WARRANT].

Us Geothermal Inc – PURCHASE AGREEMENT (May 22nd, 2012)

PURCHASE AGREEMENT (the “Agreement”), dated as of May 21, 2012, by and between U.S. GEOTHERMAL INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

Us Geothermal Inc – AMENDED AND RESTATED LONG-TERM PORTFOLIO ENERGY CREDIT AND RENEWABLE POWER PURCHASE AGREEMENT BETWEEN SIERRA PACIFIC POWER COMPANY AND USG NEVADA LLC May 31 , 2011 (January 4th, 2012)

This Amended and Restated Long-Term Portfolio Energy Credit and Renewable Power Purchase Agreement is made and entered into as of May 31, 2011 (the "Effective Date") by and between SIERRA PACIFIC POWER COMPANY, a Nevada corporation, d/b/a NV Energy ("Buyer"), and USG Nevada LLC, successor in interest to Empire Farms, a Delaware limited liability company ("Supplier"). Buyer and Supplier are referred to individually as a "Party" and collectively as the "Parties."

Us Geothermal Inc – FINANCING AGREEMENT between USG NEVADA LLC, a Delaware limited liability company, (Borrower) and ARES CAPITAL CORPORATION, a Maryland corporation, (Lender) Approximately Eight Megawatt Geothermal Power Facility Washoe County, Nevada November 9, 2011 (November 16th, 2011)

This FINANCING AGREEMENT (this “Agreement”) dated as of November 9, 2011, is entered into by and between USG NEVADA LLC, a Delaware limited liability company, as Borrower, and ARES CAPITAL CORPORATION, a Maryland corporation, as Lender.