upon the
exercise of this Broker Warrant prior to the date which is four months and one
day after the date hereof will bear the following legends:
(i)
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE •, 2008."
(ii)
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
EXCHANGE BUT CANNOT BE TRADED THROUGH THE FACILITIES OF THE EXCHANGE SINCE THEY
ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH
SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO
STOCK EXCHANGE."
And
(iii)
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 THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO U.S. GEOTHERMAL INC. (THE
"CORPORATION"), (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE V. 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 (E) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION,
PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S.' SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS; PROVIDED THAT, IN CONNECTION WITH A
TRANSFER PURSUANT TO (C), (D) OR (E) ABOVE, AN OPINION OF COUNSEL, OF RECOGNIZED
STANDING REASONABLY SATISFACTORY TO THE CORPORATION HAS BEEN PROVIDED TO THE
CORPORATION TO SUCH EFFECT.
- 4 -
provided that at any time subsequent to the date which is four months and one
day after the date hereof any certificate representing such Common Shares may be
exchanged for a certificate or certificates bearing neither legend in paragraphs
(i) and (ii) above. The Corporation hereby covenants and agrees that it will use
the best efforts thereof to deliver or to cause to be delivered a certificate or
certificates representing such Common Shares bearing no such legends as soon as
practicable, but in any event, within five business days after receipt of the
legended certificate or certificates.
SCHEDULE B
TO:
U.S. GEOTHERMAL INC.
SUBSCRIPTION FORM
The undersigned hereby subscribes for ________ shares of Common stock of U.S.
Geothermal Inc. (the "Corporation") (or such other number of Common Shares or
other securities to which such subscription entitles the undersigned in lieu
thereof or in addition thereto pursuant to the provisions of the broker warrant
certificate (the "Broker Warrant Certificate") dated as of the 25th day of
April, 2008 issued by the Corporation to the Holder) at the purchase price of
U.S.$• per Common Share (or at such other purchase price as may then be in
effect under the provisions of the Broker Warrant Certificate) and on and
subject to the other terms and conditions specified