AMENDMENT
TO
CONTRIBUTION AND
SUBSCRIPTION AGREEMENT
This AMENDMENT TO CONTRIBUTION AND SUBSCRIPTION
AGREEMENT (this “ Amendment ”), dated
as of August 9, 2005, is entered into by and among Pinnacle Gas
Resources, Inc., a Delaware corporation (the “
Company ”), CCBM, Inc., a Delaware
corporation (“ CCBM ”), U.S. Energy
Corp., a Wyoming corporation (“ US Energy
”), Crested Corp., a Colorado corporation (“
Crested ”), and each of the CSFB Parties (as
defined in the Contribution and Subscription Agreement (defined
herein), and collectively with CCBM, US Energy and Crested, the
“ Investors ”).
W I T N E S S E T
H:
WHEREAS, the Company, CCBM, Rocky Mountain Gas,
Inc., a Wyoming corporation (“ RMG ”),
and the CSFB Parties (collectively, the “
Parties ”) are parties to that certain
Contribution and Subscription Agreement, dated as of June 23,
2003 (the “ Contribution and Subscription
Agreement ”); and
WHEREAS, by an assignment dated May 31, 2005,
RMG transferred all its shares of common stock of the Company and
all right, title, interest and obligations in and to the
Contribution and Subscription Agreement to US Energy and Crested,
which transfers are permitted under the terms of the Contribution
and Subscription Agreement; and
WHEREAS, the Parties desire to amend certain
terms of the Contribution and Subscription Agreement.
NOW, THEREFORE, in consideration of the
premises, mutual covenants and agreements hereinafter contained and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:
ARTICLE
1
Definitions
All capitalized terms used in the recitals above
and the succeeding provisions of this Amendment which are not
defined herein shall have the meaning ascribed to such terms in the
Contribution and Subscription Agreement, as amended by this
Amendment. All sections referred to in this Amendment shall be
references to sections in the Contribution and Subscription
Agreement unless otherwise noted.
ARTICLE
2
Amendments
2.1 Section 2.3(a) is hereby amended by deleting the
first sentence thereof in its entirety and replacing it with the
following sentence:
“For so
long as CCBM or any of its Permitted Transferees shall own of
record Common Stock, CCBM or, in the event CCBM has transferred all
of the Common
Stock it holds
to a Permitted Transferee, such Permitted Transferee shall have a
continuing option upon 10 Business Days’ notice to the
Company, to purchase in one or more transactions after the date of
this Agreement (i) a Pro Rata Portion of up to 25,000 additional
shares of Common Stock (“ Tranche A Shares
”) at a purchase price per share equal to $100 as increased
by 10% per annum compounded quarterly beginning on the Closing Date
and accruing daily through the date of the purchase of such shares
(the “ Tranche A Price ”) and (ii) a
Pro Rata Portion of up to 25,000 additional shares of Common Stock
(“ Tranche B Shares ” and together with
the Tranche A Shares, “ Additional Shares
”) at a purchase price equal to $100 per share as increased
by 20% per annum compounded quarterly beginning on the Closing Date
and accruing daily through the date of the purchase of such shares
(the “ Tranche B Price
”).”
2.2 Section 2.3(b) is hereby amended by deleting the
first sentence thereof and repl
