TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (the
“Agreement”)
is
made and entered into effective as of May 5, 2006, by and between U.S.
ENERGY CORP, a
Wyoming
corporation (the “Company”),
and
CORNELL
CAPITAL PARTNERS, LP,
a
Delaware limited partnership (the “Investor”).
Recitals:
WHEREAS,
the
Company and the Investor entered into an Standby Equity Distribution Agreement
(the “Standby
Equity Distribution”);
a
Registration Rights Agreement (the “Registration
Rights Agreement”);
a
Placement Agent Agreement (the “Placement
Agent Agreement”),
and a
Warrant, all of which are dated April 11, 2006 (collectively, the Standby
Equity
Distribution Agreement, the Registration Rights Agreement, Placement Agent
Agreement and the Warrant are referred to as the “Transaction
Documents.”
NOW,
THEREFORE, in
consideration of the promises and the mutual promises, conditions and covenants
contained herein and in the Transaction Documents and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
agree
as follows:
| 1. |
Termination.
Each of the parties to this Agreement hereby terminate the Transaction
Documents and the respective rights and obligations contained therein.
As
a result of this provision, none of the parties shall have any rights
or
obligations under or with respect to the Transaction Documents.
|
| 2. |
Fees.
The
Investor shall retain any and all fees, including without limitation
the
Investor’s Shares and the Structuring Fees. The Placement agent shall
retain the Placement Agent Shares.
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties have signed and delivered this Termination Agreement on the date
first
set forth above.
|
CORNELL
CAPITAL PARTNERS, LP
|
|
|
By:
Yorkville Advisors, LLC
|
|
|
Its:
General Partner
|
|
|
By: /s/
Xxxx X. Xxxxxx
|
|
|
Name: Xxxx
X. Xxxxxx
|
|
|
Title: Portfolio
Manager
|
|
|
U.S.
Energy Corp.
|
|
|
By: /s/
Xxxx X. Xxxxxx
|
|
|
Name: Xxxx
X. Xxxxxx
|
|
|
Title: President
|
|
|
Newbridge
Securities Corporation
|
|
|
By:
/s/ Xxx
X. Xxxxx
|
|
|
Name: Xxx
X. Xxxxx
|
|
|
Title: President
|
|
