EXHIBIT 4.22
VOID AFTER 12:00
O'CLOCK MIDNIGHT., MOUNTAIN TIME, ON FEBRUARY 5, 2004
WARRANT TO PURCHASE 75,000 COMMON SHARES
U.S. ENERGY CORP.
This is to Certify That, FOR VALUE RECEIVED, MICHAEL BAYBAK &
CO. INC.
of 4515 Ocean View Blvd., Suite 305, La
Canada, CA 91011 ("Holder"), is entitled
to purchase, subject to the provisions of
this Warrant, from U.S. ENERGY CORP.
("Company"), a Wyoming corporation, at any
time until 12:00 O'clock Midnight,
Mountain Time, on February 5, 2004
("Expiration Date"), 75,000 Common Shares of
the Company at a price of $2.25 per share,
the ("Purchase Price") during the
period this Warrant is exercisable.
(A) EXERCISE OF WARRANT. This Warrant may be exercised at any time
or
from time to time until the Expiration Date
or if the Expiration Date is a day
on which banking institutions are
authorized by law to close, then on the next
succeeding day which shall not be such a
day, by presentation and surrender
hereof to the Company or at the office of
its stock transfer agent, if any, with
the Purchase Form annexed hereto duly
executed and accompanied by payment of the
Purchase Price for the number of shares
specified in such Form.
(B) RESERVATION OF SHARES. The Company hereby agrees that at all
times
there shall be reserved for issuance and
delivery upon exercise of this Warrant
such number of Common Shares as shall be
required for issuance or delivery upon
exercise of this Warrant.
(C) SUBSTITUTION OR REPLACEMENT OF WARRANT. This Warrant may be
divided
or combined with up to five other Warrants
which carry the same rights upon
presentation hereof at the office of the
Company or at the office of its stock
transfer agent, if any, together with a
written notice specifying the names and
denominations in which new Warrants are to
be issued and signed by the Holder
hereof. Notwithstanding the foregoing, this
Warrant shall not be divided in such
manner that there are, at any time that
this Warrant is outstanding, more than
five Holders of this Warrant and any other
Warrants that carry the same rights
as this Warrant. The term "Warrant" as used
herein includes any warrants issued
in substitution for or replacement of this
Warrant, or into which this Warrant
may be divided or exchanged. Upon receipt
by the Company of evidence
satisfactory to it of the loss, theft,
destruction or mutilation of this
Warrant, and (in the case of loss, theft or
destruction) of reasonably
satisfactory indemnification, and upon
surrender and cancellation of this
Warrant, if mutilated, the Company will
execute and deliver a new Warrant of
like tenor and date. Subject to such right
of indemnification, any such new
Warrant executed and delivered shall
constitute an additional contractual
obligation on the part of the Company,
whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.
(D) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof,
be
entitled to any rights of a shareholder in
the Company, either at law or equity,
and the rights of the Holder are limited to
those expressed in the Warrant and
are not enforceable against the Company
except to the extent set forth herein.
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(E) REGISTRATION UNDER THE SECURITIES ACT OF 1933.
(1) If at any time during the period commencing July 6, 1999,
and ending July 5, 2004, the Company should file a registration
statement (which term shall not include any registration
statement
filed on Forms S-8 or S-4) under the Securities Act of 1933, as
amended
(the "Act"), which relates to a current offering of securities of
the
Company (other than solely in exchange for properties, assets or
stock
of other individuals or corporations), such registration statement
and
the prospectus included therein shall also, at the written request
to
the Company from the Holder(s) of the Warrants, relate to, and meet
the
requirements of the Act with respect to any public offering of
the
Warrant Shares so as to permit the public sale thereof in
compliance
with the Act.
The Company shall give notice to the Holder(s) of its
intention to file a registration statement under the Act relating
to a
current offering of the aforesaid securities of the Company prior
to
the filing of such registration statement, and the written
request
provided for in the first sentence of this subsection shall be made
by
the Holder(s) to file such registration statement. Neither the
delivery
of such notice by the Company nor of such request by the
Holder(s)
shall in any way obligate the Company to file such registration
statement and notwithstanding the filing of such registration
statement, the Company may, at any time prior to the effective
date
thereof,
determine not to proceed to effectiveness with such
registration statement, without liability to the Holder(s). The
Company
shall pay all expenses (with the exception of any selling
commissions
relating to the sale of the Warrant Shares which shall be paid
by
