EXHIBIT 4.9
VOID AFTER 5:00 P.M., MOUNTAIN TIME, ON JUNE 3, 2006
WARRANTS TO PURCHASE COMMON SHARES
U.S. ENERGY CORP.
This is to certify that, for value received, ___________________ (the "Holder"),
is entitled to purchase, subject to the terms set forth below, from U.S. Energy
Corp. (the "Company" or "we"), at any time until 5:00 P.M., Mountain Time on
June 3, 2006 (the "Expiration Date"), ________ shares of the common stock of the
Company (the "Common Shares") at a purchase price per share of $4.00. 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 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
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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 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. 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
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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
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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
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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
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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.
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(1) ADJUSTMENTS OF THE EXERCISE PRICE.
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(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 or for the purchase of any
stock or other securities convertible into or exchangeable for Common
Shares.
(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
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THAN EXERCISE PRICE.
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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 June 3, 2003,
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, and (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
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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 the Company's 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 the Company's 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
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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 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
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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
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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
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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
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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)
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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,
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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
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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
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reclassification, capital reorganization or other change of outstanding Common
Shares (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
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in that certain Exchange Agreement dated as of the date hereof by and among the
Holder and the Company (the "Exchange Agreement"), the Company agrees with the
Holder that the Company shall, on behalf of the Holder, (1) under Section 6 of
the Act file, within thirty (30) days of the date hereof, a registration
statement on Form S-3 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 is not available at that time, 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 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
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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:
If to the Company: U.S. Energy Corp.
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877 North 8th West
Riverton, Wyoming 82501
Attn: Keith Larsen
Fax: 307-857-3050
With a copy to: The Law Offices of Stephen E. Rounds
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1544 York Street, Suite 110
Denver, Colorado 80206
Attn: Stephen E. Rounds, Esq.
Fax: 303-377-0231
If to the Holder:
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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
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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 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
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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: June 3, 2003.
U.S. ENERGY CORP.
By:
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Name:
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Title:
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Holder
PURCHASE FORM
Dated:
The undersigned hereby irrevocably elects to exercise the Warrant to the extent
of purchasing shares of the Company's common stock and hereby
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makes payment of $ in payment of the actual exercise price
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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
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 the Company's 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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