US GEOTHERMAL INC - SB-2 filing on 2004-07-08

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REGISTRATION STATEMENT CERTIFICATE OF INCORPORATION OF U.S. COBALT INC. (NOW KNOWN AS U.S. GEOTHERMAL INC.) CERTIFICATE OF DOMESTICATION OF NON-U.S. CORPORATION CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION (CHANGING NAME OF U.S. COBALT INC. TO U.S. GEOTHERMAL INC.) BYLAWS OF U.S. COBALT INC. (NOW KNOWN AS U.S. GEOTHERMAL INC.) PLAN OF MERGER OF U.S. GEOTHERMAL, INC., AN IDAHO CORPORATION AND EVERGREEN POWER INC., AN IDAHO CORPORATION AMENDMENT TO PLAN OF MERGER FORM OF STOCK CERTIFICATE FORM OF WARRANT CERTIFICATE PROVISIONS REGARDING RIGHTS OF STOCKHOLDERS OPINION ON LEGALITY AGREEMENT BY AND BETWEEN U.S. GEOTHERMAL INC. AND VULCAN POWER COMPANY DATED DECEMBER 3, 2002 AMENDMENT NO. 1 TO "AGREEMENT BY AND BETWEEN U.S. GEOTHERMAL INC. AND VULCAN POWER COMPANY" DATED NOVEMBER 15, 2003 AMENDMENT NO. 2 TO "AGREEMENT BY AND BETWEEN U.S. GEOTHERMAL INC. AND VULCAN POWER COMPANY" DATED DECEMBER 30, 2003 LETTER AGREEMENT DATED JANUARY 8, 2004 BETWEEN U.S. GEOTHERMAL INC. AND VULCAN POWER COMPANY GEOTHERMAL LEASE AND AGREEMENT DATED JUNE 14, 2002, BY AND BETWEEN SERGENE JENSEN, PERSONAL REPRESENTATIVE OF THE ESTATE OF HARLAN B. JENSEN, AND U.S. GEOTHERMAL INC., AN IDAHO CORPORATION GEOTHERMAL LEASE AND AGREEMENT DATED JUNE 14, 2002, BY AND BETWEEN JENSEN INVESTMENTS INC. AND U.S. GEOTHERMAL INC., AN IDAHO CORPORATION GEOTHERMAL LEASE AND AGREEMENT DATED MARCH 1, 2004, BY AND BETWEEN: JAY NEWBOLD AND U.S. GEOTHERMAL INC., AN IDAHO CORPORATION GEOTHERMAL LEASE AND AGREEMENT DATED JUNE 28, 2003, BY AND BETWEEN JANICE CRANK AND THE CHILDREN OF PAUL CRANK AND U.S. GEOTHERMAL INC., AN IDAHO CORPORATION FISCAL CONSULTING AGREEMENT BETWEEN U.S. GEOTHERMAL AND COWANS & COMPANY LTD. DATED FEBRUARY 1, 2004 ADMINISTRATIVE SERVICES CONTRACT BETWEEN U.S. GEOTHERMAL INC. AND NEW DAWN HOLDINGS LTD. EMPLOYMENT AGREEMENT WITH DOUGLAS GLASPEY EMPLOYMENT AGREEMENT FOR DANIEL KUNZ EMPLOYMENT AGREEMENT FOR RONALD BOURGEOIS CONSULTING AGREEMENT FOR KEVIN KITZ ESCROW AGREEMENT MADE DECEMBER 19, 2003, AMONG U.S. GEOTHERMAL INC., PACIFIC CORPORATE TRUST COMPANY AS ESCROW AGENT, AND CERTAIN SECURITYHOLDERS FIRST AMENDED AND RESTATED MERGER AGREEMENT AMONG U.S. COBALT INC., A DELAWARE CORPORATION, EVERGREEN POWER INC., AN IDAHO CORPORATION, U.S. GEOTHERMAL INC., AN IDAHO CORPORATION ("GEO"), AND THE STOCKHOLDERS OF GEO AGREEMENT WITH DUNDEE SECURITIES CORPORATION DATED JUNE 28, 2004 STOCK OPTION PLAN OF U.S. COBALT INC. (NOW KNOWN AS U.S. GEOTHERMAL INC.) DATED APRIL 3, 2003 LIST OF SUBSIDIARIES CONSENT OF MORGAN AND COMPANY, CHARTERED ACCOUNTANTS

Exhibit 4.3

Rights of Security Holders

Articles VI through XI of the Certificate of Incorporation are hereby incorporated by reference.