ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF U.S. GEOTHERMAL INC.
WHO HELD SUCH STOCK AT ANY TIME BETWEEN AND INCLUDING JANUARY 24, 2018 AND APRIL 24, 2018, INCLUDING
ANY AND ALL OF THEIR RESPECTIVE SUCCESSORS-IN-INTEREST, SUCCESSORS, PREDECESSORS-IN-INTEREST,
PREDECESSORS, REPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, ESTATES, HEIRS, ASSIGNS AND
TRANSFEREES, IMMEDIATE AND REMOTE, AND ANY PERSON ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER, ANY
OF THEM, AND EACH OF THEM, TOGETHER WITH THEIR PREDECESSORS-IN-INTEREST, PREDECESSORS,
SUCCESSORS-IN-INTEREST, SUCCESSORS, AND ASSIGNS
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The purpose of the notice (the “NOTICE ”) is to inform you of this lawsuit, a proposed settlement of this lawsuit (the “Settlement”) as between Plaintiff, on the one hand, and the Defendants and U.S. Geothermal, on the other hand, as well as to inform you of a hearing to be held by the Court of Chancery of the State of Delaware (the “Court”). The hearing will be held in the Court of Chancery Courthouse, 500 North King Street, Wilmington, Delaware 19801, on September 16, 2020, at 11:00 a.m. (the “Settlement Hearing”).
Pursuant to the Settlement, Plaintiff, on his own behalf and on behalf of the Class and Defendants, will make application, pursuant to Delaware Court of Chancery Rule 23(e), for an order approving the proposed Settlement of the action captioned Riche v. Pappas, et al. pending in the Court as Civil Action Number 0177-JTL (the “Action”), in accordance with a Stipulation and Agreement of Compromise, Settlement, and Release entered into by the Settling Parties and dated May 14, 2020 (the "Stipulation"), and for the dismissal of the Action on the merits with prejudice against the Defendants upon and subject to the terms and conditions set forth in the Stipulation.
| At the Settlement Hearing, the Court will be asked to: | |||
| a. | Determine whether the Stipulation, and the terms and conditions of the Settlement proposed in the Stipulation, are fair, reasonable, adequate, and in the best interests of the Class Members and should be approved by the Court; | ||
| b. | Hear and determine any objections to the Settlement; | ||
| c. | Consider the application of Plaintiff’s Counsel for an award of attorneys’ fees and expenses and Plaintiff’s incentive award; and | ||
| d. | Rule on other such matters as the Court may deem appropriate. | ||
Any Class Member who objects to the Stipulation, the Settlement, the class action determination, the Order and Final Judgment to be entered in the Action, Plaintiff’s Counsel’s application for attorneys’ fees and expenses, or the application or an incentive award, or who otherwise wishes to be heard, may appear in person or by such Class Member’s attorney at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that, except for good cause shown or as the Court otherwise directs, no Person shall be heard and no papers, briefs, pleadings, or other documents submitted by any Person shall be considered by the Court unless, not later than September 1, 2020 (fifteen (15) calendar days prior to the Settlement Hearing), such Person files with the Register in Chancery, Court of Chancery Courthouse, 500 North King Street, Wilmington, Delaware 19801 and serves upon counsel listed below: (a) a written and signed notice of intention to appear that states the name, address, and telephone number of the objector and, if represented, his, her, or its counsel; (b) documentation evidencing membership in the Class; (c) a detailed statement of such Person’s objections to any matters before the Court; (d) the grounds for such objections and the reasons that such Person desires to appear and be heard; and (e) all documents or writings such Person desires the Court to consider. Such filings must be served upon the following counsel by hand delivery, overnight mail, or electronic filing:
| Alessandra Glorioso Dorsey & Whitney LLP 300 Delaware Avenue, Suite 1010 Wilmington, Delaware 19801 Attorneys for Defendants Peter M. Sartorius Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attorneys for Defendant James C. Pappas |
Juan E. Monteverde MONTEVERDE & ASSOCIATES PC The Empire State Building 350 Fifth Avenue, Suite 4405 New York, NY 10118 Michael J. Palestina KAHN SWICK & FOTI, LLC 206 Covington Street Madisonville, LA 70447 Blake A. Bennett Cooch and Taylor, P.A. 1007 N. Orange St., Suite 1120 P.O. Box 1680 Wilmington, DE 19801 Attorneys for Plaintiff |