FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST
AMENDMENT TO
This
First Amendment to Agreement and Plan of Merger is effective as of July 31,
2007.
Whereas,
U.S. Energy Corp. (“USE”) and Crested Corp. (“Crested”) entered into an
Agreement and Plan of Merger (the “Agreement”) as of January 23, 2007;
and
Now
Therefore, the Agreement is amended as follows:
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1.
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Section
7.1(c) of the Agreement is amended to provide that the Outside
Date shall
be December 31, 2007, unless further amended by mutual agreement
of USE
and Crested.
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2.
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Section
1.1.2 (“Stock Options, and Equity and Other Compensation Plans and
Benefits”) is amended by the addition of the following at the end of such
section: “The Company shall pay the income tax which will be
owed by each holder of a non-qualified Company Stock Option upon
exercise
thereof, provided that each such holder executes and delivers to
Parent an
agreement (a “lockup agreement”) not to sell (until retirement, death or
disability) any of the Parent stock they receive in exchange for
Company
Stock acquired on such exercise of a non-qualified Company Stock
Option
(including Company Stock issued to Xxxxxx X. Xxxxxxxxxx, even though
he
will not recognize income on exercise of his Company Stock Options
(which
are qualified options).”
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Capitalized
terms not defined in this First Amendment have the meanings assigned in the
Agreement.
This
First Amendment has been approved by the boards of directors of USE and
Crested.
Except
as
amended above, the Agreement remains in full force and effect.
U.S.
Energy Corp.
/s/
Xxxxx X.
Xxxxxx
Xxxxx
X.
Xxxxxx, CEO
/s/ Xxxxxx
X.
Xxxxxx
Xxxxxx
X.
Xxxxxx, President