SUBSCRIPTION AGREEMENT

The undersigned (the " Investor ") hereby confirms its agreement with you as follows:

      1. This Subscription Agreement, including the Terms and Conditions for Purchase of Shares attached hereto as Annex I (collectively, this " Agreement "), is made as of the date set forth below between Raser Technologies, Inc., a Delaware corporation (the " Company "), and the Investor.

      2. The Company has authorized the sale and issuance to certain investors of up to an aggregate of 4,322,052 units (the " Units "), with each Unit consisting of (i) one share (a " Share " and, collectively, the " Shares ") of common stock, $0.01 par value per share (the " Common Stock ") of the Company and (ii) one warrant to purchase 0.50 shares of Common Stock (the " Warrant " and, collectively the " Warrants "), for a purchase price of $1.68 per Unit (the " Purchase Price "). The Shares issuable upon the exercise of the Warrants are referred to herein as the " Warrant Shares " and, together with the Units, the Shares and the Warrants, are referred to herein as the " Securities ."

      3. The offering and sale of the Units (the " Offering ") is being made pursuant to (a) an effective Registration Statement on Form S-3, as amended (including the prospectus contained therein the " Base Prospectus, " collectively, the " Registration Statement ") filed by the Company with the Securities and Exchange Commission (the " Commission "), (b) if applicable, certain "free writing prospectuses" (as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the " Act ")), that have been or will be filed with the Commission and delivered to the Investor on or prior to the date hereof, (c) if applicable, a Preliminary Prospectus Supplement (the " Preliminary Prospectus Supplement ") containing certain supplemental information regarding the Units, the terms of the Offering and the Company and (d) a Prospectus Supplement (the " Prospectus Supplement " and together with the Base Prospectus and the Preliminary Prospectus Supplement (if any), the " Prospectus ") containing certain supplemental information regarding the Securities and terms of the Offering that will be filed with the Commission and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the Commission).

      4. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor the Units set forth below for the aggregate purchase price set forth below. The Units shall be purchased pursuant to the Terms and Conditions for Purchase of Units attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten.

      5. No later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall deliver to the Company a completed copy of the Investor Questionnaire attached as Exhibit A hereto.

At the Closing (as defined in Annex I attached hereto), the Company shall deliver, or cause Interwest Transfer Company, the Company's transfer agent (the " Transfer Agent "), to deliver, the Shares included in the Units purchased by the Investor in the form of a stock certificate, duly executed by the Company in definitive form, and the Company or the Transfer Agent shall register such shares in the stockholder register of the Company in the name specified by the Investor on such Questionnaire.

Such delivery of Shares shall be made against payment by the Investor of the aggregate purchase price for the Units specified on the signature page hereto by wire transfer of immediately available funds to the following account:

Notwithstanding the foregoing, the Investor may request prior to the Closing to satisfy the aggregate purchase price for the Units being purchased by it by delivering to the Company at the Closing a promissory note in the form attached to this Agreement as Exhibit B in an aggregate principal amount equal to such aggregate purchase price (which request may be accepted by the Company in its sole and absolute discretion).

      6. The executed Warrant shall be delivered in accordance with the terms thereof. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a FINRA member or an Associated Person (as such term is defined under the FINRA Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified in a public filing made with the Commission) of which the Investor is a part in connection with the Offering of the Units, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. Exceptions:

(If no exceptions, write "none." If left blank, response will be deemed to be "none.")

      7. The Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) the Base Prospectus, dated June 12, 2009, which is a part of the Company's Registration Statement, the documents incorporated by reference therein, the Preliminary Prospectus Supplement (if any), the Prospectus Supplement and any free writing prospectus (collectively, the " Disclosure Package "), prior to or in connection with the receipt of this Agreement. The Investor acknowledges that, prior to the delivery of this Agreement to the Company, the Investor may receive certain additional information regarding the Offering. Such information may be provided to the Investor by any means permitted under the Act, including the Preliminary Prospectus Supplement (if any), the Prospectus Supplement, a free writing prospectus and oral communications.

      8. No offer by the Investor to buy Units will be accepted and no part of the Purchase Price will be delivered to the Company until the Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or

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commitment of any kind until this Agreement is accepted and countersigned by or on behalf of the Company.

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     Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

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TERMS AND CONDITIONS FOR PURCHASE OF UNITS

      1. Authorization and Sale of the Units. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Units, which consist of the Shares and the Warrants.

and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Units set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Units are attached as Annex I (the " Signature Page ") for the aggregate purchase price therefor set forth on the Signature Page.

      2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the " Other Investors ") and expects to complete sales of Units to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the " Investors ."

      2.3 The Company covenants and agrees to use its best efforts to keep the Registration Statement effective until all Warrant Shares have been issued or the Warrants have expired.

shall occur upon the satisfaction or, if applicable, waiver of the relevant conditions set forth in Section 3.2 hereof, or at such other date and time as the Company and the Investor shall mutually agree (the " Closing Date "). The Closing shall take place at a location mutually acceptable to the Company and the Investor. At the Closing, (a) the Company shall deliver or cause the Transfer Agent to deliver to the Investor a stock certificate representing the number of Shares set forth on the Signature Page registered in the name of the Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A , in the name of a nominee designated by the Investor, (b) the Company shall cause to be delivered to the Investor a Warrant to purchase a number of whole Warrant Shares determined by