DC9414.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing








	
Exhibit 10.1







	
October 1, 2010







	
Raser Technologies, Inc.

Raser Power Systems, LLC

Los Lobos Renewable Power, LLC

Lightning Dock Geothermal HI-01, LLC



5152 N. Edgewood Drive, Suite 375

Provo, Utah 84604







	
Gentlemen:







     This letter agreement (this “Letter Agreement“) is being entered into by and among Evergreen-FE Lightning
Dock, LLC, a Delaware limited liability company (“EFLD“), Raser Technologies, Inc. a Delaware corporation (“Raser“), Los Lobos Renewable Power, LLC, a Delaware limited liability company (“Los Lobos“), Raser Power
Systems LLC, a Delaware limited liability company (“Raser Power“) and Lightning Dock Geothermal HI-01, LLC, a Delaware limited liability company
(“Project Company“).  EFLD, Raser and Project Company are negotiating substantive terms of a proposed investment by EFLD in Project Company to finance the development
and operation of the Lightning Dock geothermal project in Animas County, New Mexico (the “Project“), for a total of roughly $15.3 million representing a 51%
interest in Project Company. In the meantime, this Letter Agreement sets forth our agreement with respect to the following: 


     1. Loan. On and after the date hereof, EFLD will loan certain funds to Project Company for the purposes of initiating
certain studies and payment of certain other budgeted expenses in connection with the Project (the “Loan“). The Loan will be evidenced by the Secured Promissory Note
in the form of Exhibit A hereto (the “Note“). Project Company‘s obligations under the
Note will be secured by a first-priority lien on certain Project Company equipment (the “Collateral“), as more fully described in the Security Agreement in the form
of Exhibit B hereto (the “Security Agreement“). Upon, and subject to, execution and delivery
by EFLD, Raser and Project Company of definitive documents governing EFLD‘s equity investment in Project Company in form and substance acceptable to all parties (including, without limitation, a Membership Interest Purchase Agreement and an
Operating Agreement of Project Company), the then-outstanding Loan balance will credited towards the purchase price payable by EFLD for its membership interest in Project Company. 


     2. Repayment of Loan; Potential Conversion of Loan Balance to Equity in Project Company. In the event that (i) the
Project Company is unable to repay some or all of the outstanding principal and accrued interest (“Remaining Loan Balance“) by the Maturity Date (as defined in the
Note) and (ii) the proceeds from a sale of the Collateral are insufficient to pay the Remaining Loan Balance, EFLD will be entitled to membership interests in the Project Company in an amount, expressed as a percentage, equal to (x) the Remaining
Loan Balance, less the proceeds from the sale of the Collateral (y) divided by 15,300,000 (z) multiplied by 0.5. Such membership interests shall have the first right to all distributions and or proceeds from the sale of additional Project Company
equity, Project cash flow and/or proceeds of any sale of all or substantially all of Project Company‘s assets, until any unpaid











amount of the Remaining Loan Balance, plus 1% of such amount per month, has been distributed to EFLD. Project Company hereby covenants that it shall not, and Raser Technologies hereby covenants that it shall not, cause or
permit Project Company to, (a) issue any additional membership interests in Project Company; (b) create any class of membership interests in Project Company having distribution rights senior to or pari passu with EFLD‘s membership interests, or
(c) declare or make any distributions, in each case without EFLD approval until such time as any unpaid amount of the Remaining Loan Balance has been returned to EFLD. EFLD’s membership interests shall terminate following repayment of the
foregoing amount.


     3. Exclusivity. From the date hereof through November 30, 2010, Raser, Los Lobos, Raser Power and Project Company hereby
agree on behalf of themselves, and their respective agents, employees, attorneys, investment bankers, brokers, or other persons acting directly or indirectly on any of their behalf, not to solicit, initiate, accept, consider, discuss or enter into
any agreement or understanding with any person other then EFLD with respect to any (i) issuance or sale of any equity interests (or securities convertible into equity interests) in Project Company, Los Lobos or Raser Power, (ii) merger or other
business combination of Project Company, Los Lobos or Raser Power with any other entity, (iii) sale, assignment or transfer of any of Project Company‘s assets or any of Los Lobos‘, Raser‘s or Raser Power‘s assets that are
necessary for the development and operation of the Project, or (iv) other material transaction relating to the financing of the Project or of Los Lobos, Raser Power or Project Company, other than a transaction with a major generation equipment
supplier, for the financing and turnkey engineering, procurement and construction of the Project. Raser hereby represents and warrants to EFLD that Raser owns, directly or indirectly, 100% of the membership interests of each of Raser Power, Los
Lobos and Project Company.


     4. Maintenance of Collateral. Project Company agrees not to, and Raser agrees not to cause or permit Project Company to,
sell, transfer, assign, pledge, encumber or otherwise transfer any portion of the Collateral or any interest therein unless and until the Loan is fully and finally repaid to EFLD in accordance with the Note or applied to purchase price payments for
EFLD‘s membership interests in Project Company.


     5. Counterparts. This Letter Agreement may be executed in two or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. This Letter Agreement may be executed by facsimile or electronic signature(s) in .pdf format.


     6. Entire Agreement.  This Letter Agreement constitutes the entire agreement among the parties hereto relating to the
matters set forth herein.


     7. Amendments and Waivers. This Letter Agreement may be amended, and the observance of any provision may be waived
(either generally or in a particular instance and either retroactively or prospectively) only with the mutual written consent of each of the parties hereto. 


     8. Governing Law. This Letter Agreement shall be governed by the laws of the State of New York, without giving effect to
the conflicts of law provisions thereof.


	
[Remainder of Page Left Blank]







2











     If you in agreement with the foregoing, please sign a copy of this letter in the space provided below and return a copy to EFLD.


	
EVERGREEN-FE LIGHTNING DOCK, LLC







By: /s/ George A. Sorenson___________________________
 Name: George A Sorenson Title: Managing Member


	
Accepted and agreed this 1st day of October, 2010:



RASER TECHNOLOGIES, INC. 







	
By: /s/ Nicholas Goodman

Name: Nicholas Goodman

Title: CEO



LIGHTNING DOCK GEOTHERMAL HI-01, LLC







	
By: /s/ Steven Brown

Name: Steve Brown

Title: Manager



LOS LOBOS RENEWABLE POWER, LLC



By: /s/ Steven Brown

Name: Steven Brown

Title: Manager







	
RASER POWER SYSTEMS, LLC



By: /s/ Richard Holt

Name: Richard Holt

Title: Manager