20.  Plaintiff brings this action as a class action on behalf of himself and the other public  stockholders of U.S. Geothermal (the “Class”).  Excluded from the Class are defendants herein  and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.   21.  This action is properly maintainable as a class action.   22.  The Class is so numerous that joinder of all members is impracticable.  As of  December 31, 2017, there were approximately 19,449,984 shares of U.S. Geothermal common  stock outstanding, held by hundreds, if not thousands, of individuals and entities scattered  throughout the country.   23.  Questions of law and fact are common to the Class, including, among others,  whether defendants will irreparably harm plaintiff and the other members of the Class if  defendants’ conduct complained of herein continues.   24.  Plaintiff is committed to prosecuting this action and has retained competent counsel  experienced in litigation of this nature.  Plaintiff’s claims are typical of the claims of the other  members of the Class and plaintiff has the same interests as the other members of the Class.   Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately  protect the interests of the Class.   27.  U.S. Geothermal is a leading and profitable renewable energy company focused on  the development, production, and sale of electricity from geothermal energy.    28.  The Company is currently operating geothermal power projects at Neal Hot  Springs, Oregon, San Emidio, Nevada, and Raft River, Idaho for a total power generation of  approximately 45 MWs.    29.  The Company is also developing an additional estimated 115 MWs of projects at:  the Geysers, California; a second phase project at San Emidio, Nevada; at Crescent Valley,  Nevada; and the El Ceibillo project located near Guatemala City, Guatemala.    30.  According to its website, U.S. Geothermal’s growth goal is to reach over 200 MWs  of generation by 2021 through a combination of internal development and strategic acquisitions.   31.  On January 24, 2018, the Individual Defendants caused the Company to enter into  the Merger Agreement with Ormat.     32.  Pursuant to the terms of the Merger Agreement, shareholders of U.S. Geothermal  will receive $5.45 in cash for each share of U.S. Geothermal common stock owned.    50.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   51.  The Individual Defendants disseminated the false and misleading Proxy Statement,  which contained statements that, in violation of Section 14(a) of the 1934 Act and Rule 14a-9, in  light of the circumstances under which they were made, omitted to state material facts necessary  to make the statements therein not materially false or misleading.  U.S. Geothermal is liable as the  issuer of these statements.     52.  The Proxy Statement was prepared, reviewed, and/or disseminated by the  Individual Defendants.  By virtue of their positions within the Company, the Individual Defendants  were aware of this information and their duty to disclose this information in the Proxy Statement.   53.  The Individual Defendants were at least negligent in filing the Proxy Statement  with these materially false and misleading statements.     58.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   59.  The Individual Defendants acted as controlling persons of U.S. Geothermal within  the meaning of Section 20(a) of the 1934 Act as alleged herein.  By virtue of their positions as  officers and/or directors of U.S. Geothermal and participation in and/or awareness of the  Company’s operations and/or intimate knowledge of the false statements contained in the Proxy  Statement, they had the power to influence and control and did influence and control, directly or  indirectly, the decision making of the Company, including the content and dissemination of the  various statements that plaintiff contends are false and misleading.   Background of the Company and the Proposed Transaction   Claim for Violation of Section 14(a) of the 1934 Act and Rule 14a-9 Promulgated  Thereunder Against the Individual Defendants and U.S. Geothermal   Claim for Violation of Section 20(a) of the 1934 Act   Against the Individual Defendants   