Exhibit 4.1

U.S. GEOTHERMAL INC.

Date of Issuance: [  ], 2011 (the “Issuance Date”)

COMMON SHARE PURCHASE WARRANTS

THIS IS TO CERTIFY THAT for value received •, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, for each whole warrant represented by this certificate (this “Warrant Certificate”) to purchase, at any time or times on or after the Issuance Date up to and including 5:00 p.m. (New York time) on [ ], 2012 (the “Time of Expiry”), one fully paid and non-assessable common share (“Common Share”) in the capital of U.S. Geothermal Inc. (the “Company”) (such common share, a “Warrant Share” and collectively, the “Warrant Shares”) at a price per share of US$1.075 (the “Exercise Price”), subject to adjustment as hereinafter referred to. The warrants represented by this Warrant Certificate are the warrants to purchase Common Shares (the “Warrants”) issued pursuant to (i) that certain Subscription Agreement, dated as of [ ], 2011, by and between the Company and the Holder (the “Subscription Agreement”) and (ii) the Company’s Registration Statement on Form S-3 (File number 333-170202) including the exhibits thereto, as amended at the date of this Warrant Certificate (the “Registration Statement”), the Prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”), effective December 1, 2010, and a Prospectus Supplement containing certain supplemental information regarding the securities that will be filed with the Commission.

The rights evidenced by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date, in whole or in part, up to and including the Time of Expiry in accordance with the provisions hereof. The exercise may be effected by providing to the Company at 1505 Tyrell Lane Boise, Idaho 83706, U.S.A. (or such other address as may be notified in writing by the Company) (i) this Warrant Certificate and a duly completed and executed Subscription Form in substantially the form attached as Exhibit “1” hereto (“Subscription Form”) and (ii) (A) payment of the Exercise Price by a certified cheque, bank draft or money order payable at par to the order of the Company, or by wire or electronic funds transfer to an account designated by the Company, in each case in the amount of the aggregate Exercise Price for the number of Warrant Shares specified in the Subscription Form (the “Aggregate Exercise Price”) or (B) provided the conditions for cashless exercise set forth in Section 1.5 are satisfied, by notifying the Company that the Warrants are being exercised pursuant to a Cashless Exercise (as defined in Section 1.5) . A duly completed and executed Subscription Form shall be deemed to be delivered only upon personal delivery thereof to, or if sent by mail or other means of transmission upon actual receipt thereof by, the Company. If the Holder subscribes for a lesser number of Common Shares than may be subscribed for pursuant to this Warrant Certificate, the Holder shall be entitled to receive, without charge to the Holder, a new warrant certificate in respect of the balance of the Warrants referred to in any surrendered warrant certificate but not exercised pursuant to the Subscription Form. On or before the first (1^st) business day following the date on which the Company has received each of this Warrant Certificate, the duly executed Subscription Form and the Aggregate Exercise Price (or notice of a Cashless Exercise) (collectively, the “Exercise Delivery Documents”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and to the Company’s transfer agent (the “Transfer Agent”). For purposes of this Warrant Certificate, “business day” means any day which is not Saturday or Sunday or a legal holiday in the City of New York, New York.

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The Company shall, as soon as possible following the date of receipt of the Exercise Delivery Documents (the “Exercise Date”) and in accordance with Section 1.3, issue as of the Exercise Date that number of Warrant Shares specified in the Subscription Form as fully paid and non-assessable Common Shares in the capital of the Company. The Company shall pay any and all transfer taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants.

As promptly as practicable after the Exercise Date and, in any event, within three (3) business days of the Exercise Date (the “Share Delivery Date”), the Company shall, (i) credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian system, or (ii) issue and dispatch by overnight courier to the address as specified in the Subscription Form, or, if not so specified in the Subscription Form, cause to be held for collection by the Holder at the address of the Company as set out in subsection 1.1 (or at such additional place as may be decided by the Company from time to time and notified to the Holder), certificates, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Subject to applicable laws, upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be.

If, upon the Company’s exercise of the Warrants, the Company shall fail for any reason or for no reason to issue to the Holder within three (3) trading days of receipt of the Exercise Delivery Documents in compliance with the terms of this Section 1, a certificate for the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s share register, or to credit the Holder’s balance account with DTC for such number of Warrant Shares to which the Holder is entitled, and if on or after such third (3^rd) trading day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Warrant Shares issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) business days after the Holder’s written request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares, times (B) the Closing Bid Price (as defined below) on the date of exercise.

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As used in this Warrant Certificate, “Closing Bid Price” means, for any security as of any date, the last closing bid price for such security on the Principal Market (as defined in Section 2.1), as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price, then the last bid price of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Pink (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during the applicable calculation period.

Notwithstanding anything contained herein to the contrary, if, at any time following the Issuance Date, a registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), including any amendments or supplements thereto, registering the Warrant Shares (a “U.S. Registration Statement”) is not effective thereunder, prior to the Time of Expiry, and for so long as the U.S. Registration Statement is not effective, any holder of any Warrant must exercise the Warrants in whole or in part on a “cashless basis” and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, receive upon such exercise the “Net Number” of Warrant Shares determined according to the following formula (a “Cashless Exercise”):

A = the total number of Warrant Shares with respect to which the Warrants are then being exercised.

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B = the Weighted Average Price (as defined below) of the Common Shares (as reported by Bloomberg) for the five consecutive trading days ending on the date immediately preceding the date of the Exercise Notice.

C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

As used in this Warrant Certificate, “Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Pink. If the Weighted Average Price cannot be calculated for such security on such date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any share dividend, share split or other similar transaction during such period.

For the avoidance of doubt, in the event that these Warrants may not be exercised for cash pursuant to Section 1.1 hereof due to the lack of a then effective and current registration statement registering the Warrant Shares with the Commission and an exemption from registration or qualification under applicable federal and state securities laws is not otherwise available for such exercise, the sole method of exercise available to a Holder shall be a “cashless exercise” pursuant to Section 1.5 hereof. Notwithstanding anything contained herein to the contrary, in no event shall the Holder be entitled to demand a “net cash settlement” of these Warrants.

The Company shall not effect the exercise of the Warrants, and the Holder shall not have the right to exercise the Warrants, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates (as such term is defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”))) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by such person and its affiliates shall include the number of Warrant Shares issuable upon exercise of the Warrants with respect to which the determination of such sentence is being made, but shall exclude Warrant Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant Certificate, in determining the number of outstanding Common Shares, the Holder may rely on the number of outstanding Common Shares as reflected in the most recent of (1) the Company’s most recent Annual Report on Form 10-K, as applicable, Quarterly Report on Form 10-Q, or other public filing by the Company with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding Common Shares was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61^st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder. The provisions of this paragraph shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

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Fractional Warrant Shares shall not be issued upon the exercise of any Warrants. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole Warrant Share.

For the purposes of Section 2 the words and terms defined below shall have the respective meanings specified therefor in this subsection 2.1:

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The Exercise Price and the number of Warrant Shares shall, while any Warrants are still outstanding and unexercised, be subject to adjustment from time to time upon the occurrence of any of the events and in the manner provided as follows:

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For the purposes of subsection 2.2 hereof, any adjustment shall be made successively whenever an event referred to therein shall occur, subject to the following provisions:

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provided, however, that the Company delivers to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and/or the number of Warrant Shares.

As a condition precedent to the taking of any action which would require an adjustment pursuant to Section 2.2 hereof, the Company shall take any action that may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable all of the Common Shares which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.

At least seven days prior to the effective date or record date, as the case may be, of any event that requires or that may require an adjustment in any of the exercise rights of the Holder under this Warrant Certificate, including the number of Warrant Shares, the Company shall deliver to the Holder a certificate of the Company specifying the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which a certificate has been given is not then determinable, the Company shall promptly after such adjustment is determinable deliver to the Holder hereof a certificate of the Company showing how such adjustment was computed. The Company hereby covenants and agrees that the register of transfers and share transfer books for the Common Shares shall be open during normal business hours for inspection by the Holder, and that the Company will not take any action which might deprive the Holder of the opportunity of exercising the rights of subscription contained in this Warrant Certificate, during such seven day period.

The Company will at all times take all action necessary to reserve and keep available out of its authorized Common Shares, solely for the purpose of issue upon the exercise of the Warrants, 100% of the number of Warrant Shares as are then issuable upon the exercise of the Warrants (without regard to any limitations on exercise). The Company covenants and agrees that all Warrant Shares that are so issuable will, upon issuance in accordance with the terms of this Warrant Certificate and applicable laws, be duly authorized, fully paid and non-assessable. The Company will take such actions as may be reasonably necessary and as are within its power to ensure that all such Warrant Shares may be so issued without violation of any applicable laws or the applicable requirements of any stock exchange upon which the Common Shares of the Company may be listed.

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The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant Certificate, and will at all times in good faith comply with all the provisions of this Warrant Certificate and take all actions consistent with effectuating the purposes of this Warrant Certificate. Without limiting the generality of the foregoing, the Company shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Common Shares upon the exercise of the Warrants.

Except as otherwise specifically provided herein, the Holder, solely in such person’s capacity as a holder of the Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant Certificate be construed to confer upon the Holder, solely in such person’s capacity as the Holder of the Warrants, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of shares, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such person is then entitled to receive upon the due exercise of a Warrant. In addition, nothing contained in this Warrant Certificate shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of a Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

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Subject to the following provisions of this Section 7 and applicable laws, the Warrants evidenced hereby and/or any portion of the rights to subscribe for and purchase Warrant Shares hereunder may be transferred by the Holder. No transfer of the Warrants evidenced hereby or any portion of the rights hereunder will be valid unless duly entered on the appropriate register of transfers, upon the surrender to the Company of this Warrant Certificate accompanied by a duly completed Transfer Form in substantially the form attached as Exhibit “2” hereto executed by the registered Holder or its executors, administrators or other legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Company, and, upon compliance with all applicable securities laws and such other reasonable requirements as the Company may prescribe, such transfer will be duly recorded by the Company on the applicable registers. If less than all of the Warrants represented by this Warrant Certificate are transferred, the Holder shall receive a new Warrant Certificate representing the portion of such Warrants that were not transferred, registered in the name of the Holder.

The Warrants may not be sold, transferred or otherwise disposed of to a Canadian resident for a period of four (4) months and one (1) day from the Issuance Date, nor may the Holder enter into any discussions, negotiations or agreements within Canada with respect to the sale, transfer or disposition of any of the Warrants for a period of four (4) months and one (1) day from the Issuance Date.

Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, if requested by the Company, upon delivery of an indemnity and/or surety bond in amount and form satisfactory to the Company (or, in the case of mutilation, upon surrender of this Warrant Certificate), the Company shall issue and deliver to the Holder a replacement certificate containing the same legends, terms and conditions as this Warrant Certificate.

The Warrants shall expire and all rights to purchase Warrant Shares hereunder shall cease and become null and void at 5:00 p.m. (New York time) on [ ], 2012.

Time shall be of the essence of this Warrant Certificate.

In the event that any day on or before which any action is required or permitted to be taken hereunder is not a business day, such action shall be required or permitted to be taken on or before the requisite time on the next succeeding day that is a business day.

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Whenever notice is required to be given under this Warrant Certificate, unless otherwise provided herein, such notice will be in writing, will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt and will be delivered and addressed as follows:

if to the Company, to:

U.S. Geothermal Inc.
1505 Tyrell Lane
Boise, Idaho 83706
Attention: Daniel J Kunz, Chief Executive Officer
Facsimile: (208) 424-1030

with copies to:

Dorsey & Whitney LLP
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104
Attention: Christopher J. Barry
                    Kimberley R. Anderson
Facsimile: (206) 903-8820

if to the Holder, at its address appearing on the register hereinbefore mentioned, or at such other address or addresses as may have been furnished to the Company in writing.

These Warrants are part of a series of warrants to purchase Common Shares of the Company issued on the Issuance Date (collectively, the “2011 Warrants”). Except as otherwise provided herein, the provisions of these Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the holders of a majority of the 2011 Warrants then outstanding.

This Warrant Certificate shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.

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The Company shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other Company (herein called a “Successor Company”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company and the Successor Company shall have executed such instruments and done such things as the Company, acting reasonably, considers to be necessary or advisable to establish that upon the consummation of such transaction:

Whenever the conditions of this Section 15 shall have been duly observed and performed, the Successor Company shall possess, and from time to time may exercise, each and every right and power of the Company under this Warrant Certificate in the name of the Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Company may be done and performed with like force and effect by the like directors or officers of the Successor Company.

This Warrant Certificate is not valid for any purpose whatsoever unless and until it has been signed by or on behalf of the Company. The holding of the Warrants evidenced by this Warrant Certificate shall not be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Company nor entitle the holder hereof to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.

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IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

DATED as of the ___ day of ________________, 2011.

U.S. GEOTHERMAL INC.

______________________________
Name:
Title:

EXHIBIT 1

Subscription Form

The undersigned Holder hereby irrevocably elects to exercise the number of Warrants of U.S. Geothermal Inc. (the “Company”) set out below for the number of Warrant Shares as set forth below, evidenced by the attached certificate representing Warrants issued by the Company (the “Warrant Certificate”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant Certificate:

1.

Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

; and/or

2.

Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of US$___________________ [1(A)(ii) multiplied by 1(A)(iii above)] to the Company in accordance with the terms of the Warrant Certificate.

3.

Delivery of Warrant Shares. The Holder directs Warrant Shares to be registered and issued as directed below and the Company shall deliver to the Holder such Warrant Shares in accordance with the terms of the Warrant Certificate.

4.

The Holder acknowledges that the Warrants are exercisable only in accordance with applicable laws.

Please check one of the following options and complete the Required Information below:

OR

Required Information:

[Signature Page Follows]

DATED this _____ day of _____, 20_____.

______________________________
 (Signature of registered holder)

______________________________
 (Name of registered holder)

EXHIBIT 2

Transfer Form

FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns to ______________________, whose address is ______________________________________________ Warrants represented by the within Warrant Certificate and appoints U.S. Geothermal Inc. attorney to transfer the said Warrants on its books with full power of substitution in the premises.

DATED this ___ day of ________, 20_____.

In the presence of:

Signature of Holder guaranteed by: