EXHIBIT 4.22
VOID AFTER 5:00 P.M., MOUNTAIN TIME, ON NOVEMBER 19, 2005
WARRANTS TO PURCHASE COMMON SHARES
U.S. ENERGY CORP.
This is to certify that, for value received, Tsunami Partners, L.P. (the
"Holder"), is entitled to purchase, subject to the terms set forth below, from
U.S. Energy Corp., a Wyoming corporation (the "Company" or "we"), at any time
until 5:00 P.M., Mountain Time, on November 19, 2005 (the "Expiration Date")
60,000 shares of the common stock (the "Common Shares"), of the Company at a
purchase price per share of $3.00. 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. 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 of the Exercise Price for the number of shares specified in such Form,
together with all federal and state taxes applicable upon such exercise. The
Company agrees not to merge, reorganize or take any action that would terminate
this Warrant unless provisions are made as part of such merger, reorganization
or other action which would provide the Holder 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 merger, reorganization
or other 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. 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 Nasdaq Stock Market, Inc.,
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 Warrant 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
(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
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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 the 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 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 (as that term is defined
herein), 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. As used herein, the term
"Convertible Securities" shall mean options or warrants or rights for the
purchase of 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.
(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.
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(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) hereof are the Company's issuance of Excluded
Common Shares (as that term is defined herein), and also all Common Shares
or Convertible Securities in the form of stock options to the Company's
employees or non-executive directors, or Common Shares issued to acquire a
subsidiary or its assets, provided such Common Shares or Convertible
Securities are issued at prices or with exercise terms equal to the
Company's then current market price on the date of such issuance.
If the Company should at any time or from time to time hereafter issue or
sell any of its Common Shares (other than Common Shares issued upon the
exercise of Convertible Securities outstanding on November 19, 2002, 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 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 Section (3) hereof, the following
provisions (A) and (B) shall also be applicable:
(A) 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
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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 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.
(B) CONVERTIBLE SECURITIES. If the Company shall in any manner
issue or sell any Convertible Securities other than the rights, options, or
warrants described in this Section (2) or Section (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
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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 this Section (2) or
Section (3) hereof, 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 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
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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.
(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) hereof
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.
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(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
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 (k) 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. As more fully described
in that certain Subscription Agreement dated as of the date hereof by and among
the parties hereto (the "Subscription Agreement"), the Company agrees with the
Holder that the Company shall (subject to its acceptance of the Subscription
Agreement), on behalf of the Holder, (1) under Section 6 of the Act include the
Common Shares in a registration statement on Form S-3 (Registration No.
333-83040, hereinafter referred to as the "Registration Statement") with (and
use its best efforts to cause such registration statement to be declared
effective as promptly as practicable by) the SEC, to permit offers and sales
involving a public offering (as such term is interpreted by the SEC) under
Section 5 of the Act by the Subscriber of the Common Shares; provided, however,
that if Form S-3 becomes unavailable at any time that a pre-effective amendment
is required to be filed to the Registration Statement, then the Company shall
file a registration statement on such form is then available to effect a
registration of the Common Shares, subject to the consent of the Holder, which
consent will not be unreasonably withheld; and (2) qualify such offers and sales
of the Common Shares under the securities laws of the state of residence of the
Holder. The Company shall maintain the effectiveness of the registration
statement on which the Common Shares are registered, and the current and
complete status of the related prospectus, at its sole expense, until all Common
Shares have been sold.
(M) NOTICES. All notices required to be given to any of the parties
hereunder shall be in writing and shall be deemed to have been sufficiently
given for all purposes when presented personally to such party or sent by
certified or registered mail, return receipt requested, to such party at its
address set forth below:
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If to the Company: U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501
Attn: Keith Larsen
Fax: 303-808-5445
With a copy to: The Law Offices of Stephen E. Rounds
4635 East 18th Avenue
Denver, Colorado 80220
Attn: Stephen E. Rounds, Esq.
Fax: 303-377-0231
If to the Subscriber: Tsunami Partners, L.P.
2011 Cedar Springs Road
Apt. 506
Dallas, TX 75201
Attn: Insue Kim
With copies to: Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, Pennsylvania 19103
Attn: Robert A. Friedel, Esq.
Fax: 215-981-4750
Such notice shall be deemed to be given when received if delivered
personally or five (5) business days after the date mailed. Any notice mailed
shall be sent by certified or registered mail. Any notice of any change in such
address shall also be given in the manner set forth above. Whenever the giving
of notice is required, the giving of such notice may be waived in writing by the
party entitled to receive such notice.
(N) 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 INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD
OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES
LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN AN
OPINION OF COUNSEL OF THE REGISTERED OWNER AND ADDRESSED TO THE ISSUER
AND IN FORM AND SUBSTANCE
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SATISFACTORY TO THE ISSUER, SUCH REGISTRATION UNDER THE SECURITIES
ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED."
(O) APPLICABLE LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Wyoming.
IN WITNESS WHEREOF, the Company and Holder have caused this
Warrant to be executed by its officer thereunto duly authorized.
Dated: November 19, 2002.
U.S. ENERGY CORP.
By: /s/ Keith G. Larsen
--------------------------------
Name: Keith G. Larsen
Title: President
TSUNAMI PARTNERS, L.P.
By: /s/ Insue Kim
--------------------------------
Name: Insue Kim
Title: General Partner
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PURCHASE FORM
Dated:_______________
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:___________________________________________________________________________
(Please typewrite or print in block letters)
Address:________________________________________________________________________
Signature:______________________________________________________________________
ASSIGNMENT FORM
Dated:_______________
FOR VALUE RECEIVED, ___________________________________________________
hereby sells, assigns and transfers unto _______________________________________
(Name: Please typewrite or print in block letters)
Address:________________________________________________________________________
the right to purchase Common Stock represented by this Warrant to the extent of
_______________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint
attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
Signature:__________________________
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