EXHIBIT 4.3
WARRANT TO PURCHASE COMMON SHARES
U.S. ENERGY CORP.
This
is to certify that, for value received, Gordon Financial
Advisors, LLC (the “Holder”), is entitled to
purchase, subject to the terms set forth below, from U.S.
Energy Corp., a Wyoming corporation (the “Company”
or “we”), 40,000 shares of
the common stock (the “Common Shares”), of the
Company at a purchase price per share of $2.81, (the
purchase price of a Common Share is hereinafter sometimes
referred to as the “Exercise Price.”) at any time
until 5:00 P.M., Mountain Time, three (3) years from the
date(s) of Vesting (the “Expiration Date,” subject
to earlier termination as provided in paragraph
(a)) Such Warrants shall vest and be exercisable as
follows:
10,000
warrants vesting on August 31, 2008 and expiring on August 30,
2011
10,000
warrants vesting on November 30, 2008 and expiring on November
29, 2011
10,000
warrants vesting on February 28, 2009 and expiring on February
27, 2012
10,000
warrants vesting on May 20, 2009 and expiring on May 19,
2012
The
Common Shares are hereinafter sometimes referred to as
“Warrant Shares” and include all Common Shares
that have been issued upon the exercise of the Warrants and
all unissued Common Shares underlying the
Warrants.
(a)
Exercise
of Warrant . This
Warrant may be exercised in whole or in part at any time or from
time to time until the Expiration Date(s) 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 cash payment of the
Exercise Price for the number of shares specified in such Form,
together with all federal and state taxes applicable upon such
exercise; provided however ,
that if the closing stock market price for the Company’s
Common Stock exceeds a gain of 150% over the exercise price (for
example $2.81 + 150% gain = $7.03) for a period of twenty (20)
consecutive trading days after the date of vesting of such
warrants, the Holder must exercise such warrants within thirty (30)
days of such date or such warrants will terminate. If
that day is a Saturday or a day when banks are closed or authorized
to be closed, then the next business day after such 20th trading
day. The Company shall be under no obligation to inform
the Holder of the Company’s stock market price at any
time.
The
Company agrees not to merge, reorganize or take any action
that would terminate this Warrant unless provisions are made
as part of such merger, reorganization or other action which
would provide the Holder with an equivalent of this Warrant as
specified in Section (i) hereof; provided, however, that if
reasonably required by the other party or parties to such
merger, reorganization or other action, the Company may
accelerate the Expiration Date to a date prior to such merger,
reorganization or other action, provided further, however,
that the Company shall give the Holder written notice of such
acceleration at least 30 days prior to such accelerated
Expiration Date. The Company agrees to provide
notice to the Holder that any tender offer is being made for
the Company’s Common Shares no later than three business
days after the day the Company becomes aware that any tender
offer is being made for outstanding Common Shares of the
Company. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing
the right of the Holder to purchase the balance of the Common
Shares purchasable hereunder. Upon receipt by the
Company of this Warrant at the office of the Company or at the
office of the Company’s stock transfer agent, in proper
form for exercise and accompanied by the Exercise Price, the
Holder shall be deemed to be the holder of record of the
Common Shares issuable upon such exercise, notwithstanding
that the stock transfer books of the Company shall then be
closed or that certificates representing such Common Shares
shall not then be actually delivered to the
Holder.
(b)
Reservation
of Shares . The
Company hereby agrees that at all times there shall be reserved for
issuance and/or 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)
Fractional
Shares . No
fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant.
(d)
Exchange,
Assignment or Loss of Warrant . This
Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or at
the office of its stock transfer agent, if any, for other Warrants
of different denominations entitling the Holder thereof to purchase
(under the same terms and conditions as provided by this Warrant)
in the aggregate the same number of Common Shares purchasable
hereunder. This Warrant may not be sold, transferred,
assigned, or hypothecated except in compliance with the Securities
Act of 1933. Any such transfer or assignment shall be
made by surrender of this Warrant to the Company or at the office
of its stock transfer agent, if any, with the Assignment Form
annexed hereto duly executed and with funds sufficient to pay any
transfer tax; whereupon the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with
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 sp
