0000101594-07-000198 Sample Contracts

January 23, 2007
Us Energy Corp • September 18th, 2007 • Metal mining

We understand that U.S. Energy Corp. (“Parent”) owns approximately 71% of the outstanding common stock of Crested Corp. (“Crested”). We also understand that Parent and Crested have entered into an Agreement and Plan of Merger (the “Merger Agreement”) which provides that Crested will merge with and into Parent with Parent as the surviving corporation (the “Merger”), and that in the Merger each two issued and outstanding shares of Crested common stock not held by Parent will be converted into the right to receive one share of Parent common stock (the “Exchange Ratio”).

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IN WITNESS WHEREOF, the parties execute this Agreement to be effective as of the date first above written.
Voting Agreement • September 18th, 2007 • Us Energy Corp • Metal mining • Wyoming
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