CapStone Letterhead]Letter 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.
WARRANT TO PURCHASE COMMON STOCKRaser Technologies Inc • February 8th, 2010 • Electric services • New York
Raser Technologies, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Jason Diamond, as agent (the "Agent"), for the benefit of CapStone Investments, as the registered holder hereof or its permitted assigns (the "Holder"), is entitled, on behalf of, and for the sole and exclusive benefit of, the Holder, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date that is 181 days after date hereof (the "Exercisability Date"), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 171,568 fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • February 8th, 2010 • Raser Technologies Inc • Electric services • New York
Reference is made to the Amended and Restated Agreement (the "Agreement") dated as of February 3, 2010 by and among Raser Technologies, Inc. (the "Company"), Cap Stone Investments and Fletcher International, Ltd. ("Fletcher"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.
