EXHIBIT 4.9
VOID AFTER 3:30 P.M., MOUNTAIN TIME, ON OCTOBER 24, 2003
INVESTOR'S WARRANTS TO PURCHASE COMMON SHARES
U.S. ENERGY CORP.
This is to Certify That, FOR VALUE RECEIVED, CAYDAL, LLC ("Holder"), is entitled
to purchase, subject to the provisions of this Warrant, from U.S. ENERGY CORP.,
a Wyoming corporation (the "Company" or "we"), at any time until 3:30 P.M.,
Mountain Time, on OCTOBER 24, 2003 ("Expiration Date") 50,000 shares of the
Common Stock of the Company ("Common Shares") at a purchase price per share of
$3.00 during the period that this Warrant is exercisable. The number of Common
Shares to be received upon the exercise of this Warrant and the price to be paid
for a Common Share may be adjusted from time to time as hereinafter set forth.
The purchase price of a Common Share in effect at any time and as adjusted from
time to time is hereinafter sometimes referred to as the "Exercise Price." This
Warrant is or may be one of a series of warrants identical in form issued by the
Company to purchase an aggregate of Common Shares of the Company and the term
"Warrants" as used herein means all such Warrants (including this Warrant). The
Common Shares, as adjusted from time to time, underlying the Warrants are
hereinafter sometimes referred to as "Warrant Shares" and include all Common
Shares that have been issued upon the exercise of the Warrants and all unissued
Common Shares underlying the Warrants.
(A) EXERCISE OF WARRANT.
(1) SURRENDER AND PAYMENT. This Warrant may be exercised in whole or
in part at any time or from time to time until the Expiration Date or if
the Expiration Date is a day on which banking institutions are authorized
by law to close, then on the next succeeding day which shall not be such a
day, by presentation and surrender hereof to the Company or at the office
of its stock transfer agent, if any, with the Purchase Form annexed hereto
duly executed and accompanied by cash payment or wire transfer of the
Exercise Price for the number of shares specified in such Form, together
with all federal and state taxes applicable upon such exercise.
(2) MERGER; REORGANIZATION. The Company agrees not to merge,
reorganize or take any action that would terminate this Warrant unless
provisions are made as part of a Reorganization Action (as defined below)
which would provide the holders of this Warrant with an equivalent of this
Warrant as specified in Section (i) hereof; PROVIDED, HOWEVER, that if
reasonably required by the other party or parties to such Reorganization
Action, the Company may accelerate the Expiration Date to a date prior to
such merger, reorganization or other action, PROVIDED FURTHER, HOWEVER,
that the Company shall give the Holder written notice of such acceleration
at least 30 days prior to such accelerated Expiration Date. For
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purposes hereof, a "Reorganization Action" means the closing of a merger or
consolidation of the Company with or into another entity in which the
Company is not the surviving entity, or a merger (including a reverse
triangular merger) in which the Company is the surviving entity but the
shares of the Company's capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into cash, securities or other
property.
(3) TENDER; PARTIAL EXERCISE. The Company agrees to provide notice to
the Holder that any tender offer is being made for the Company's Common
Shares no later than three business days after the day the Company becomes
aware that any tender offer is being made for outstanding Common Shares of
the Company. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver
a new Warrant evidencing the right of the Holder to purchase the balance of
the Common Shares purchasable hereunder. Upon receipt by the Company of
this Warrant at the office of the Company or at the office of the Company's
stock transfer agent, in proper form for exercise and accompanied by the
Exercise Price, the Holder shall be deemed to be the holder of record of
the Common Shares issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that
certificates representing such Common Shares shall not then be actually
delivered to the Holder.
(B) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of Common Shares as shall be required for issuance or
delivery upon exercise of this Warrant.
(C) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a Common Share called for upon any exercise hereof,
the Company shall, upon receipt by the Company or the Company's stock transfer
agent of the Exercise Price on such fractional share, pay to the Holder an
amount in cash equal to such fraction multiplied by the current market value of
such fractional share, determined as follows:
(1) If the Common Shares are listed on a national securities exchange,
are admitted to unlisted trading privileges on such an exchange, or are
listed for trading on a trading system of the National Association of
Securities Dealers, Inc. ("NASD") such as Regular NASDAQ ("NASDAQ") or
NASDAQ/NMS ("NMS"), then the current value shall be the last reported sale
price of the Common Shares on such an exchange or system on the last
business day prior to the date of exercise of this Wan-ant or if no such
sale is made on such day, the average of the closing bid prices for the
Common Shares for such day on such exchange or such system shall be used;
or
(2) If the Common Shares are not so listed on such exchange or system
or admitted to unlisted trading privileges, the current value shall be the
average of the last reported bid prices reported by the National Quotation
Bureau, Inc. on the last business day prior to the date of the exercise of
this Warrant; or
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(3) If the Common Shares are not so listed or admitted to unlisted
trading privileges and if bid and asked prices are not so reported, the
current value shall be an amount, not less than book value, determined in
such reasonable manner as may be prescribed by the board of directors of
the Company.
(D) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, for
other Warrants of different denominations entitling the Holder thereof to
purchase (under the same terms and conditions as provided by this Warrant) in
the aggregate the same number of Common Shares purchasable hereunder. This
Warrant may not be sold, transferred, assigned, or hypothecated except in
compliance with the Securities Act of 1933. Any such transfer or assignment
shall be made by surrender of this Warrant to the Company or at the office of
its stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and with funds sufficient to pay any transfer tax; whereupon the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee named in such instrument of assignment and this Warrant shall
promptly be canceled. This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof. The term "Warrant" as used
herein includes any warrants issued in substitution for or replacement of this
Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date. Subject to such right of indemnification, any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
(E) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.
(F) ADJUSTMENT PROVISIONS.
(1) ADJUSTMENTS OF THE EXERCISE PRICE.
(A) If the Company subdivides its outstanding Common Shares into a
greater number of Common Shares, the Exercise Price in effect immediately
prior to such subdivision shall be proportionately reduced. Conversely, if
the Company combines its outstanding Common Shares into a lesser number of
Common Shares, the Exercise Price in effect immediately prior to such
combination shall be proportionally increased. In case of
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a subdivision or combination, the adjustment of the Exercise Price shall be
made as of the effective date of the applicable event. A distribution on
Common Shares, including a distribution of Convertible Securities, to
shareholders of the Company on a pro rata basis shall be considered a
subdivision of Common Shares for the purposes of this subsection (1)(A),
except that the adjustment will be made as of the record date for such
distribution and any such distribution of Convertible Securities shall be
deemed to be a distribution of the Common Shares underlying such
Convertible Securities.
(B) If the Company shall at any time distribute or cause to be
distributed to its shareholders, on a pro rata basis, cash, assets, or
securities of any entity other than the Company, then the Exercise Price in
effect immediately prior to such distribution shall automatically be
reduced by an amount determined by dividing (x) the amount (if cash) or the
value (if assets or securities) of the holders' of Warrants (as such term
is defined in the first paragraph hereof) pro rata share of such
distribution determined assuming that all holders of Warrants had exercised
their Warrants on the day prior to such distribution, by (y) the number of
Common Shares issuable upon the exercise of this Warrant by the Holder on
the day prior to such distribution.
(2) ADJUSTMENTS OF EXERCISE PRICE - ON ISSUE AT LESS THAN EXERCISE
PRICE. Excepted from the adjustment for anti-dilution provisions of this
Section (2) and Section (3) are the Company's issuance of "Excluded Common
Shares" as defined below, and also all issuance of (1) Common Shares or
Convertible Securities in the form of stock options to the Company's
employees or non-executive directors on exercise of stock options, and (2)
Common Shares issued to acquire a subsidiary or its assets, provided (x)
the Common Shares (but not the options) under (1) and (2) are issued at
prices equal to the then current market price, and (y) as to options under
(1), the exercise price of the options is equal to the market price when
the options were granted.
Whenever reference is made in this Section (2) or Section (3) to the
distribution of Convertible Securities, the term "Convertible Securities"
shall mean options or warrants or rights for the purchase of Common Shares
of the Company (including purchase by exchange of outstanding securities of
a subsidiary for Common Shares of the Company) or for the purchase of any
stock or other securities convertible into or exchangeable for Common
Shares of the Company.
If the Company should at any time or from time to time hereafter issue
or sell any of its Common Shares (other than that number of shares as
equals $5,166,500 plus interest at approximately 8.5% per year, divided by
the market price of Common Shares, being for convertible preferred stock of
the Company and for investment of third parties into subsidiary Rocky
Mountain Gas, Inc., which Common Shares shall be referred to herein as the
"Excluded Common Shares") without consideration or for a consideration per
share less than the Exercise Price in effect immediately prior to the time
of such issue or sale, then forthwith upon such issue or sale, the Exercise
Price shall be automatically adjusted to a
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price (computed to the nearest cent) determined by dividing (i) the sum of
(x) the number of Common Shares outstanding immediately prior to such issue
or sale multiplied by the Exercise Price in effect immediately prior to
such issue or sale, by (y) the consideration, if any, received by the
Company upon such issue or sale, by (ii) the total number of Common Shares
outstanding immediately after such issue or sale. For purposes of this
Section (2) and (3), the following provisions (i) and (ii) shall also be
applicable:
(I) RIGHTS, OPTIONS OR WARRANTS. In case at any time hereafter the
Company shall in any manner grant any right to subscribe for or to
purchase, or any option or warrant for the purchase of Common Shares or for
the purchase of any stock or securities convertible or exchangeable for
Common Shares (such convertible or exchangeable stock or securities being
hereinafter referred to as the "Underlying Convertible Securities") and if
the minimum price per share for which Common Shares are issuable, pursuant
to such rights, options, warrants or upon conversion or exchange of such
Underlying Convertible Securities (determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration for
the granting of such rights, options, or warrants plus the minimum
aggregate amount of additional consideration payable to the Company upon
the exercise of such rights, options, or warrants under the terms of such
rights, options, or warrants at the time of making such computation, plus,
in the case of such Underlying Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable upon the
conversion or exchange thereof under the terms of such Underlying
Convertible Securities at the time of making such computation, by (ii) the
total maximum number of Common Shares issuable pursuant to such rights,
options, or warrants or upon the conversion or exchange of the total
maximum amount of such Underlying Convertible Securities issuable upon the
exercise of such rights, options, or warrants or Underlying Convertible
Securities at the time of making such computation) shall be less than the
Exercise Price in effect immediately prior to the time of the granting of
such rights or options, then the total maximum number of Common Shares
issuable pursuant to such rights, options, warrants or upon conversion or
exchange of the total maximum amount of such Underlying Convertible
Securities issuable upon the exercise of such rights, options, or warrants
under the terms of such rights, options, warrants or Underlying Convertible
Securities at the time of making such computation shall (as of the date of
granting of such rights, options, or warrants) be deemed to be outstanding
and to have been issued for said price per share as so determined;
provided, that no further adjustment of the Exercise Price shall be made
upon the actual issue of Common Shares so deemed to have been issued unless
the price per share received by the Company upon the actual issuance of
Common Shares so deemed to be issued differs from the price per share which
was last used to adjust the Exercise Price or unless by the terms of such
rights, options, or warrants or Underlying Convertible Securities the price
per share which the Company will receive upon any such issuance of Common
Shares differs from the price per share which was last used to adjust the
Exercise Price, in either of which events the Exercise Price shall be
adjusted upon the occurrence of either such event to reflect the new price
per share of Common Stock; and further provided, that, upon the expiration
of such rights (including rights to convert or
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exchange), options or warrants (a) the number of shares of Common Stock
deemed to have been issued and outstanding by reason of the fact that they
were issuable pursuant to such rights, options, or warrants (including
rights to convert or exchange) that were not exercised, shall no longer be
deemed to be issued and outstanding, and (b) the Exercise Price shall
forthwith be adjusted to the price which would have prevailed had all
adjustments been made on the basis of the issue only of the Common Shares
actually issued upon the exercise of such rights, options, or warrants or
upon conversion or exchange of such Underlying Convertible Securities. Such
adjustments upon expiration shall have no effect on Warrants exercised
prior to such expirations.
(II) CONVERTIBLE SECURITIES. If the Company shall in any manner issue
or sell any Convertible Securities other than the rights, options, or
warrants described in Section (w) or (3) hereof and if the minimum price
per share for which Common Shares are issuable upon conversion or exchange
of such Convertible Securities (determined by dividing (i) the total amount
received or receivable by the Company as consideration for the issue or
sale of such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the
conversion or exchange thereof under the terms of such Convertible
Securities at the time of making such computation, by (ii) the total
maximum number of Common Shares issuable upon the conversion or exchange of
all such Convertible Securities under the terms of such Convertible
Securities at the time of making such computation) shall be less than the
Exercise Price in effect immediately prior to the time of such issue or
sale, then the total maximum number of Common Shares issuable upon
conversion or exchange of all such Convertible Securities at the time of
making such computation shall (as of the date of the issue or sale of such
Convertible Securities) be deemed to be outstanding and to have been issued
for said price per share as so determined; provided, that no further
adjustment of the Exercise Price shall be made upon the actual issue of
Common Shares so deemed to have been issued unless the price per share
received by the Company upon the actual issuance of Common Shares so deemed
to be issued differs from the price per share which was last used to adjust
the Exercise Price or unless by the terms of such Convertible Securities
the price per share which the Company will receive upon any such issuance
of Common Shares differs from the price per share which was last used to
adjust the Exercise Price, in either of which events the Exercise Price
shall be adjusted upon the occurrence of either such event to reflect the
new price per share of Common Shares; and, further provided that if any
such issue or sale of such Convertible Securities is made upon exercise of
any right to subscribe for or to purchase or any option to purchase any
such Convertible Securities for which an adjustment of the Exercise Price
has been or is to be made pursuant to the provisions of Section (2) or (3),
then no further adjustment of the Exercise Price shall be made by reason of
such issue or sale unless the price per share received by the Company upon
the conversion or exchange of such Convertible Securities when actually
issued differs form the price per share which was last used to adjust the
Exercise Price or unless by the terms of such Convertible Securities the
price per share which the Company will receive upon any such issuance of
Common Shares upon conversion or exchange of such Convertible Securities
differs from
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the price per share which was last used to adjust the Exercise Price, in
either of which events the Exercise Price shall be adjusted upon the
occurrence of either of such events to reflect the new price per share of
Common Shares; and, further provided, that, upon the termination of the
right to convert or to exchange of any such Convertible Securities, which
were not so converted or exchange, shall no longer be deemed to be issued
and outstanding, and the Exercise Price shall forthwith be adjusted to the
price which would have prevailed had all adjustments been made on the basis
of the issue only of the number of Common Shares actually issued upon
conversion or exchange of such Convertible Securities. Such adjustments
upon expiration shall have no effect on Warrants exercised prior to such
expiration.
(3) DETERMINATION OF ISSUE PRICE. In case any Common Shares or
Convertible Securities which shall be issued for cash, the consideration
received therefor, which shall be the gross sales price for such security
without deducting therefrom any commission or other expenses paid or
incurred by the Company for any underwriting of, or otherwise in connection
with, the issuance thereof, shall be deemed to be the amount received by
the Company therefor. In case any Common Shares or Convertible Securities
shall be issued for a consideration part or all of which shall be other
than cash, then the Board of Directors of the Company shall determine the
fair value of such consideration, irrespective of accounting treatment, and
such Common Shares or Convertible Securities shall be deemed to have been
issued for an amount of cash equal to the value so determined by the Board
of Directors. The reclassification of securities other than Common Shares
into securities including Common Shares shall be deemed to involve the
issuance for a consideration other than cash of such Common Shares
immediately prior to the close of business on the date fixed for the
determination of security holders entitled to receive such Common Shares.
In case any Common Shares or Convertible Securities shall be issued
together with other stock or securities or other assets of the Company for
consideration, the Board of Directors of the Company shall determine what
part of the consideration so received is to be deemed to be consideration
for the issue of such Common Shares or Convertible Securities.
(4) DETERMINATION OF DATE OF ISSUE. In case the Company shall take a
record of the holders of Common Shares for the purpose of entitling them
(i) to receive a dividend or other distribution payable in Common Shares or
in Convertible Securities or (ii) to subscribe for or purchase Common
Shares or Convertible Securities, then such record date shall be deemed to
be the date of the issue or sale of the Common Shares deemed to have been
issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.
(5) TREASURY SHARES. For the purpose of this Section (f), Common
Shares at any relevant time owned or held by, or for the account of, the
Company shall not be deemed outstanding.
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(G) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required above, the Company shall forthwith file in the custody of its Secretary
or an Assistant Secretary at its principal office, and with its stock transfer
and warrant agent, if any, an officer's certificate showing the adjusted
Exercise Price determined as herein provided and setting forth in reasonable
detail the facts requiring such adjustment. Each such officer's certificate
shall be made available at all reasonable times for inspection by the Holder and
the Company shall, forthwith after each such adjustment, deliver a copy of such
certificate to the Holder.
(H) NO ADJUSTMENT FOR SMALL AMOUNTS. Anything in Sections (2) or (3) to the
contrary notwithstanding, the Company shall not be required to give effect to
any adjustment in the Exercise Price unless and until the net effect of one or
more adjustments, determined as above provided, shall have required a change of
the Exercise Price by at least five cents, but when the cumulative net effect of
more than one adjustment so determined shall be to change the actual Exercise
Price by at least five cents, such change in the Exercise Price shall thereupon
be given effect.
(I) NUMBER OF SHARES ADJUSTED. Upon any adjustment of the Exercise Price,
the Holder of this Warrant shall thereafter (until another such adjustment) be
entitled to purchase, at the new Exercise Price, the number of Common Shares,
calculated to the nearest full share, obtained by multiplying the number of
Common Shares initially issuable upon exercise of this Warrant by the Exercise,
Price specified in the first paragraph hereof and dividing the product so
obtained by the new Exercise Price.
(J) NOTICES TO HOLDERS. So long as this Warrant shall be outstanding and
unexercised (i) if the Company shall pay any dividend or make/any distribution
upon the Common Shares or (ii) if the Company shall offer to the holders of
Common Shares for subscription or purchase by them any shares of stock of any
class or any other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then, in any such case, the Company shall
cause to be delivered to the Holder, at least 10 days prior to the date
specified in (x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a record is
to be taken for the purpose of such dividend, distribution or rights, or (y)
such reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any is
to be fixed, as of which the holders of Common Shares of record shall be
entitled to exchange their Common Shares for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
(K) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding Common
Shares of the Company (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of an issuance of
Common Shares by way of dividend or other distribution or of a subdivision or
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combination), or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger with a subsidiary in which merger
the Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding Common
Shares of the class issuable upon exercise of this Warrant) or in case of any
sale or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter, by
exercising this Warrant, to purchase the kind and amount of shares of stock and
other securities and property which the Holder would have received upon such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance had this Warrant been exercised prior to the consummation of
such transaction. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section (i) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of Common Shares and to successive consolidations, mergers, sales or
conveyances. In the event the Company spins off a subsidiary by distributing to
the shareholders of the Company as a dividend or otherwise the stock of the
subsidiary, the Company shall reserve for the life of this Warrant, shares of
the subsidiary to be delivered to the Holders of the Warrants upon exercise to
the same extent as if they were owners of record of the Warrant Shares on the
record date for payment of the shares of the subsidiary.
(L) REGISTRATION UNDER THE SECURITIES ACT OF 1933.
(1) We agree with each Holder of this Warrant that as soon as
practicable in 2001 after our financial statements for the fiscal year
ended May 31, 2001 have been audited by our independent audit firm, we will
prepare at our sole expense and file with the Securities and Exchange
Commission (and use our best efforts to have the agency declare effective)
a registration statement on Form S-3 under the Securities Act of 1933 to
cover resale of Common Shares upon exercise of any of these Warrants by the
Holder, and to qualify such issuance and resale thereof under the laws of
such states specified in writing to us by the Holder in accordance with the
terms of the Subscription Agreement between the Company and the Holder. The
Holder shall be solely responsible for payment of any commissions on sale
of the Common Shares. We will keep the registration statement effective by
additional filings with the Securities and Exchange Commission for so long
as this Warrant is exercisable. All provisions of this registration
covenant section (l) shall be interpreted and controlled by the provisions
of the Subscription Agreement by which this Warrant originally is issued to
the Holder.
(2) Each Holder shall supply such information as the Company may
reasonably require from such Holders, or any underwriter for any of them,
for inclusion in such registration statement or posteffective amendment.
(3) The Company's agreements with respect to the Warrants and Warrant
Shares in this Section will continue in effect regardless of the exercise
or surrender of this Warrant.
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(4) Any notices or certificates by the Company to the Holder and by
the Holder to the Company shall be deemed delivered if in writing and
delivered. personally or sent by certified mail, return receipt requested,
to the Holder, addressed to him at his address as set forth on the Warrant
or stockholder register of the Company, or, if the Holder has designated,
by notice in writing to the Company, any other address, to such other
address, and, if to the Company, addressed to it at 877 North 8th West,
Riverton, Wyoming 82501. The Company may change its address by written
notice to Holders.
(M) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. The Company may
cause the following legend, or one similar thereto, to be set forth on the
Warrants and on each certificate representing Warrant Shares or any other
security issued or issuable upon exercise of this Warrant not theretofore
distributed to the public or sold to underwriters for distribution to the
public, unless legal counsel for the Company is of the opinion as to any such
certificate that such legend, or one similar thereto, is unnecessary:
"The securities represented by this certificate may not be offered for
sale, sold or otherwise transferred except pursuant to an effective
registration statement made under the Securities Act of 1933 (the
"Act") and under any applicable state securities law, or pursuant to
an exemption from registration under the Act and under any applicable
state securities law, the availability of which is to be established
to the satisfaction of the Company."
(N) APPLICABLE LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the state of Wyoming.
Dated: October 24, 2001.
U.S. ENERGY CORP.
By: /s/ Keith Larsen
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Keith Larsen, President
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PURCHASE FORM
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Dated:
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The undersigned hereby irrevocably elects to exercise the Warrant to the extent
of purchasing _____________________ shares of Common Stock and hereby makes
payment of $___________________ in payment of the actual exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
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(Please typewrite or print in block letters)
Address:
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Signature:
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ASSIGNMENT FORM
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Dated:
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FOR VALUE RECEIVED,
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hereby sells, assigns and transfers unto
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(Name: Please typewrite or print in block letters)
Address:
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the right to purchase Common Stock represented by this Warrant to the extent of
shares as to which such right is exercisable and
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does hereby irrevocably constitute and appoint
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attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
Signature:
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