0001204459-10-000467 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2010 • Us Geothermal Inc • Electric services

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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COMMON STOCK PURCHASE WARRANT
Us Geothermal Inc • March 9th, 2010 • Electric services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September ___, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. Geothermal Inc., a Delaware corporation (the “Company”), up to ______shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 9th, 2010 • Us Geothermal Inc • Electric services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2010, between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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