U. S. ENERGY CORP.
STOCK WARRANT
This Stock Warrant is made in Riverton, WY this 17th day of March, 2003 by
and between U. S. Energy Corp. (herein referred to as the "Company" or "USE")
and CCRI Corporation (hereinafter referred to as the "Consultant"). This Stock
Warrant is issued in connection with the Consulting Agreement between USE and
the Consultant, dated April 17, 2003. Xxxxx Xxxxx Xxxxx of 0000 Xxxxxxxx Xx.,
Xxxxxxx, XX 00000, who is an assignee of Warrants issued pursuant to this Stock
Warrant agrees to those provisions of the Consulting Agreement, which apply to
Warrants.
1. The Company hereby grants Xxxxx Xxxxx Xxxxx a Warrant to purchase an
aggregate of 12,500 shares of the common stock of the Company, $0.01 par value
(hereinafter referred to as the "Shares") $3.75/share for 36 months expiring on
March 16, 2006.
2. Exercise of the Warrant shall be covered by a piggy-back registration
right by the Consultant as part of the next subsequent appropriate USE
registration of shares with the SEC in which exercise of the Warrants could be
registered by USE. This registration would cover resale of the shares, as well.
In the event that no filing occurs within the term of the Warrant, the
Consultant or its assignee(s) shall have the right to demand that the Company
file a registration statement with the SEC for exercise of the balance of the
Warrant, or for the resale of the Shares acquired under the Warrants. The
Company agrees to file a registration statement but only at a time when
financial statements for the recently concluded fiscal year have been audited.
The Company and Consultant or its assignee(s) agree to each pay one half of the
federal and state filing fees, Xxxxx filing expense, legal fees and auditor's
expenses for document review.
3. The Consultant or its assignee(s) may exercise the options under this
Warrant as provided above to all or any part of the Shares by giving written
notice to the Company, at its principal office, specifying the number of Shares
to which the exercise shall apply, and accompanied by payment of the full
purchase price for the Shares being purchased. Upon compliance with the terms
of this Agreement, certificate(s) representing the Shares purchased shall be
issued as soon as practicable after notice of exercise is given to the Company.
4. The Consultant or its assignee(s) hereby represents that the Warrant
granted hereunder and the Shares purchased by it pursuant to the exercise of all
or any part of the Warrant are and will be acquired for investment and not with
a view to the distribution thereof. The Warrant is granted by the Company in
reliance upon this representation. Upon the exercise of the options under this
Warrant, Consultant or its assignee(s) shall not thereafter transfer, encumber
or dispose of the Shares so purchased unless: (a) a registration statement
covering issuance of such Shares on exercise of the Warrants is filed and
becomes effective pursuant to the Securities Act of 1933, as amended, and
applicable state law, or if previously exercised, the registration statement
covers resale of the shares; or (b) an opinion letter of the Warrantee's counsel
is obtained, satisfactory to the Company and its counsel, that such transfer is
not in violation of any applicable federal or state securities laws or
regulations.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on
its behalf by its duly authorized officer and to be sealed with its corporate
seal, attested by its secretary, and Consultant or its assignee(s) has executed
this Agreement with the intent to be legally bound as of the date written below.
U. S. ENERGY CORP.
Attest: By:
--------------------------- -------------------------------------
Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx,
Secretary President
CONSULTANT'S ASSIGNEE:
Dated:
---------------------------- -------------------------------------
Xxxxx Xxxxx Xxxxx
