"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE [•INSERT THE DATE THAT IS FOUR MONTHS AND
A DAY AFTER THE DISTRIBUTION DATE•]."
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
FOR THE BENEFIT OF U.S. GEOTHERMAL INC. (THE "CORPORATION") THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE
CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S.
SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATIONS UNDER THE U.S. SECURITIES ACT IF AVAILABLE, (D) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY STATE
SECURITIES LAWS, OR (B) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION,
PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACE
AND ANY APPLICABLE STATE, SECURITIES LAWS; PROVIDED THAT, IN CONNECTION WITH A
TRANSFER PURSUANT TO (C), (D) OR (B) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED
STANDING REASONABLY SATISFACTORY TO THE CORPORATION HAS BEEN PROVIDED TO THE
CORPORATION TO SUCH EFFECT.
BROKER WARRANT
TO PURCHASE UP TO • COMMON SHARES
OF U.S. GEOTHERMAL INC.
THIS IS TO CERTIFY THAT for valuable consideration, • (the "Holder") is
entitled, at any time prior to 5:00 p.m., Vancouver time, on April 27, 2010,
upon and subject to the terms and conditions set forth herein and in the
schedules attached hereto, including the execution of the Representation Letter
attached hereto as Schedule "C" which schedules form an integral part hereof and
shall be deemed to be incorporated herein (the whole being referred to herein as
this "Broker Warrant Certificate" and the rights of the Holder represented by
this Broker Warrant Certificate being referred to herein as this "Broker
Warrant"), to subscribe in whole or in part for up to • shares of common stock
("Common Shares" and which term shall include any other shares or securities to
be issued in addition, thereto or in substitution or replacement therefor as
provided herein) of U.S. Geothermal Inc. (the "Corporation"), a corporation
incorporated pursuant to the laws of the State of Delaware.
The purchase price (the purchase price in effect from time to time being called
the "Exercise Price") payable for each Common Share subscribed for upon the
exercise of this Broker Warrant shall be U.S.$• [NTD - being the United States
dollar equivalent of Cdn$2.37], subject to adjustment in the events and in the
manner set forth herein. No fractional Common Shares will be issuable upon any
exercise of this Broker Warrant and the Holder will not be entitled to any cash
payment or compensation in lieu of a fractional Common Share.
- 2 -
This Broker Warrant shall become wholly void and the unexercised portion of the
subscription rights represented hereby will