Exhibit
10.2


 


U.S.
ENERGY CORP.


COMMON
STOCK


SUBSCRIPTION
AGREEMENT


 


Common
Stock Shares


 


	Date:
    March 4, 2021	Subscription
    Commitment: US $382,535.65


 


1.
Subscription:


 


(a)
APEG Energy II, L.P., a Texas limited partnership (the “Participant”) hereby applies to purchase restricted
Common Stock (the “Common Stock” or the “Shares” or the “Securities”)
of U.S. Energy Corp., a Wyoming corporation (the “Company”), in the amount set forth below its signature
on the signature page of this Agreement, in accordance with the terms and conditions of this Subscription Agreement (the “Subscription”
or “Agreement”).


 


(b)
Each Share has a price per share of US $4.21 (the “Purchase Price”, which term, depending on
its context shall also refer to the aggregate consideration due from Participant for the aggregate amount of Shares purchased
by such Participant hereunder, in an amount equal to the Purchase Price multiplied by the number of Shares purchased). The Purchase
Price per share represents a 9.9% discount to the ten-day volume weighted average price (“VWAP”) from the Nasdaq Official
Closing Price of the common stock (as reflected on Nasdaq.com) for the ten trading days immediately preceding the signing of Agreement.


 


(c)
Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following:


 


(i)
This Subscription.


 


(ii)
The Certificate of Accredited Investor Status, attached hereto as Exhibit A.


 


(iii)
The Participant’s wire transfer in the amount set forth on the signature page hereof in the amount of the aggregate Purchase
Price in exchange for the Shares purchased, sent according to the Company’s instructions.


 


(d)
This Subscription is irrevocable by the Participant.


 


(e)
This Subscription is not transferable or assignable by the Participant.


 


(f)
This Subscription may be rejected in whole or in part by the Company in its sole discretion prior to the Closing (as defined in
Section 1(h) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company. Participant’s
execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this
Agreement has been accepted and executed by the Company. In the event this Subscription is rejected by the Company, all funds
and documents tendered by the Participant shall be returned and the parties’ obligations hereunder, shall terminate.


 




    	 



     


    

 





(g)
For purposes of this Agreement:


 


(i)
“Affiliate” means (x) any Person directly or indirectly controlling, controlled by or under common control
with another Person, or (y) any manager, director, officer, partner or employee of a Person; a Person shall be deemed to control
another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management
and policies of such other Person, whether through ownership of voting securities, by contract, or otherwise.


 


(ii)
“Material Adverse Effect” means any change, event, development or occurrence, individually or with all
other changes, events, developments or occurrences, that has or is reasonably likely to (a) have a material adverse effect on
the business, prospects, assets, results of operations or financial condition of the Company or (b) prevent or materially delay
consummation of the transactions contemplated hereby or otherwise prevent the Company from performing its obligations under this
Agreement on a timely basis in any material respect.


 


(iii)
“Person” means any individual, corporation, partnership, joint venture, limited liability company, trust,
unincorporated organization or governmental entity.


 


(h)
The closing (the “Closing”) of this offering (the “Offering”) is scheduled
to occur as soon as possible. The date that the Offering closes shall be the “Closing Date” for the
purposes of this Agreement.


 


(i)
Conditions to Closing. Closing shall be conditioned upon the following, unless waived in writing by the Company
and the Participant:


 


(i)
Board Approval: The Board of Directors of the Company shall have approved the transactions contemplated by this Subscription
and the other transaction documents and the issuance of the Securities. The Company shall have performed in all material respects
all obligations and covenants herein required to be performed by it on or prior to the Closing.


 


(j)
Participant hereby agrees not to, and will cause its Affiliates not to, enter into any “put equivalent position”
as such term is defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended, or short sale position with respect
to the Securities either prior to Closing or at any time that Participant holds any Shares.


 


2.
Representations by Participant. In consideration of the Company’s potential acceptance of the Subscription, Participant
makes the following representations and warranties to the Company, which warranties and representations shall survive any acceptance
of the Subscription by the Company:


 


(a)
Without limiting its right to rely upon the representations and warranties of the Company in Section 3, prior to the time
of purchase of the Shares, Participant has had an opportunity to review the Company’s reports, schedules, forms, statements
and other documents filed by it with the United States Securities and Exchange Commission (the “SEC Reports”)
(which filings can be accessed by going to http://www.sec.gov/edgar/searchedgar/companysearch.html, typing “US
Energy Corp” in the “Company name” field, and clicking the “Search”
button), and Participant has had the opportunity to ask questions and receive any additional information from persons acting on
behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and
status thereof.


 




    	Subscription Agreement	2	U.S. Energy Corp.



     


    

 


(b)
Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public
promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any form of general
solicitation or general advertising (within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”)) with respect to the Securities.


 


(c)
The Securities are being acquired for Participant’s own account and not with a view to resale the Securities in violation
of the Securities Act.


 


(d)
Participant acknowledges that the Securities have not been registered under the Securities Act or qualified under any blue sky
laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein.


 


(e)
Other than the rights specifically set forth in this Subscription and disclosed in the SEC Reports, Participant represents, warrants
and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under
no obligation to register or qualify the Securities under the Securities Act or under any state securities law, or to assist the
undersigned in complying with any exemption from registration and qualification.


 


(f)
Participant represents that Participant is (i) an “accredited investor” as such term is defined in Rule
501 of the Securities Act, and has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A.


 


(g)
Participant understands that the right to transfer the Securities will be restricted unless the transfer is not in violation of
the Securities Act and any other applicable state or foreign securities laws.


 


(h)
Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment
in the Company and the tax consequences of purchasing the Securities, and has done so, to the extent Participant considers necessary.


 


(i)
Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither
the Company, the Company’s Officers, any other investors, nor the partners, shareholders, members, directors, agents, officers,
employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of
an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences
of this investment.


 


(j)
All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge
of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate,
correct, and complete as of the date set forth herein.


 




    	Subscription Agreement	3	U.S. Energy Corp.



     


    

 


(l)
Participant is in full compliance with, and the Participant’s payment of the Purchase Price in connection with the Offering
will be in full compliance with, all applicable U.S. laws, regulations, directives, and executive orders imposing economic sanctions,
embargoes, export controls or anti-money laundering requirements, including but not limited to the following laws: (1) the International
Emergency Economic Powers Act, 50 U.S.C. 1701-1706; (2) the National Emergencies Act, 50 U.S.C. 1601-1651; (3) section 5 of the
United Nations Participation Act of 1945, 22 U.S.C. 287c; (4) Section 321 of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export
Administration Act of 1979, as amended, 50 U.S.C. app. 2401-2420; (6) the Trading with the Enemy Act, 50 U.S.C. app. 1 et seq.;
(7) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Public Law 107-56; and (8) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism) of September 23, 2001. The Participant represents that the amounts invested by it in the Company
in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international
laws and regulations, including anti-money laundering laws and regulations (collectively, the “Regulations”).
To the best of the Participant’s knowledge, none of: (1) the Participant; (2) any person controlling or controlled by the
Participant; (3) if the Participant is a privately-held entity, any person having a beneficial interest in the Participant; or
(4) any person for whom the Participant is acting as agent or nominee in connection with this investment is a country, territory,
individual or entity named on an Office of Foreign Assets Control (“OFAC”) list, or a person or entity
prohibited under the OFAC Programs. Participant will provide additional information or take such actions as may be necessary or
advisable for the Company, in its sole judgment, to comply with any such Regulations.


 


(m)
The Participant (on its own behalf and, if applicable, on behalf of any person for whose benefit the Participant is subscribing)
acknowledges and consents to the fact the Company is collecting the Participant’s (and any beneficial purchaser’s)
personal information pursuant to this Agreement. The Participant (on its own behalf and, if applicable, on behalf of any person
for whose benefit the Participant is subscribing) acknowledges and consents to the Company retaining the personal information
for as long as permitted or required by applicable law or business practices. The Participant (on its own behalf and, if applicable,
on behalf of any person for whose benefit the Participant is subscribing) further acknowledges and consents to the fact the Company
may be required by applicable securities laws and stock exchange rules to provide regulatory authorities any personal information
provided by the Participant respecting itself (and any beneficial purchaser). By executing this Agreement, the Participant is
deemed to be consenting to the foregoing collection, use and disclosure of the Participant’s (and any beneficial purchaser’s)
personal information. The Participant also consents to the filing of copies or originals of any of the Participant’s documents
described herein as may be required to be filed with any stock exchange or securities regulatory authority in connection with
the transactions contemplated hereby. The Participant represents and warrants that it has the authority to provide the consents
and acknowledgments set out in this paragraph on behalf of all beneficial purchasers.


 


(n)
Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following
legend:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES,
THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 




    	Subscription Agreement	4	U.S. Energy Corp.



     


    

 


3.
Representations and Warranties by the Company. The Company represents and warrants to Participant that:


 


(a)
Due Formation. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of
the jurisdiction of its incorporation and has all requisite corporate power and authority to own or lease its properties and assets
and to carry on its business as now being conducted. The Company is duly qualified as a foreign entity to do business and is in
good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification
necessary, other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect on the business,
operations or financial condition of the Company.


 


(b)
Capitalization. The Company is authorized to issue an unlimited number of shares of common stock. The Company’s disclosure
of its issued and outstanding capital stock in its most recent SEC Filing containing such information is accurate in all material
respects as of the date indicated in such SEC Filing.


 


(c)
Authority; Enforceability. This Subscription delivered together with this Subscription or in connection herewith have been
duly authorized, executed, and delivered by the Company and are legal, valid and binding agreements, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general
applicability relating to or affecting creditors’ rights generally and to general principles of equity; and the Company
has the requisite corporate power and authority and has taken all requisite corporate action necessary for, and no further action
on the part of the Company, its officers, directors and stockholders is necessary for, (i) the authorization, execution and delivery
of this Subscription, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and
(iii) the authorization, issuance (or reservation for issuance) and delivery of the Shares.


 


(d)
No General Solicitation. Neither the Company, nor any of its affiliates, nor to its knowledge, any person acting on its
or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under
the Securities Act) in connection with the offer or sale of the Securities.


 


(e)
Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the
consummation of the transactions contemplated by this Subscription.


 


(f)
No Litigation. There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently
threatened against the Company or any of its subsidiaries that questions the validity of this Subscription or the right of the
Company to enter into it, or to consummate the transactions contemplated hereby or thereby, or that might result, either individually
or in the aggregate, in any material adverse changes in the assets, condition or affairs of the Company, financially or otherwise,
or any change in the current equity ownership of the Company, nor is the Company aware that there is any basis for the foregoing.


 


(g)
Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Subscription,
will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other
than those created by the Participant), except for restrictions on transfer set forth in the transaction documents or imposed
by applicable securities laws.


 




    	Subscription Agreement	5	U.S. Energy Corp.



     


    

 


(h)
SEC Filings. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by
the Company as of the date of this Agreement, under the Securities Act and the Exchange Act, including pursuant to Section 13(a)
or 15(d) thereof, for the one year preceding the date hereof (collectively, the “SEC Filings”). At the
time of filing thereof, the SEC Filings complied in all material respects with the requirements of the Securities Act or the Exchange
Act, as applicable, and the rules and regulations of the SEC thereunder. All material agreements to which the Company is a party
or to which the property or assets of the Company is subject are included as part of or identified in the SEC Filings, to the
extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC.


 


(i)
Brokers and Finders. No Person will have, as a result of the transactions contemplated by this Subscription, any valid
right, interest or claim against or upon the Company or Participant for any commission, fee or other compensation pursuant to
any agreement, arrangement or understanding entered into by or on behalf of the Company, other than an advisor who will be compensated
directly by the Company. Participant shall not have any obligation with respect to any fees, or with respect to any claims made
by or on behalf of other Persons for fees, in each case of the type contemplated by this Section 3(i) that may be due in
connection with the transactions contemplated by this Subscription.


 


4.
Agreements to Indemnify.


 


(a)
The Company agrees to indemnify and hold harmless the Participant and its Affiliates, and their respective directors, officers,
members, managers, employees, and agents, from and against any and all losses, claims, damages, liabilities and expenses (including
without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably
incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the
costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a
result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company
under this Subscription, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to
the extent such amounts have been finally judicially determined not to have resulted from such Person’s fraud or willful
misconduct.


 


(b)
Participant agrees to indemnify and hold harmless the Company and its Affiliates, and their respective directors, officers, members,
managers, employees, and agents, from and against any and all Losses to which such Person may become subject as a result of any
breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Participant under this
Subscription, and will reimburse any such Person for all such amounts as they are incurred by such Person.


 


5.
Subscription Binding on Heirs, etc. This Subscription, upon acceptance by the Company, shall be binding upon the heirs, executors,
administrators, successors and assigns of the Participant. If the undersigned is more than one person, the obligations of the
undersigned shall be joint and several and the representations and warranties shall be deemed to be made by and be binding on
each such person and his or her heirs, executors, administrators, successors, and assigns.


 


6.
Execution Authorized. If this Subscription is executed on behalf of a corporation, partnership, trust or other entity, the
undersigned has been duly authorized and empowered to legally represent such entity and to execute this Subscription and all other
instruments in connection with the Securities and the signature of the person is binding upon such entity.


 




    	Subscription Agreement	6	U.S. Energy Corp.



     


    

 


7.
Governing Law. This Subscription shall be construed in accordance with the laws of the State of Texas.


 


8.
Dispute Resolution. In the event of any dispute arising out of or relating to this Subscription, then such dispute shall be
submitted to binding arbitration with the Houston, Texas branch of the American Arbitration Association (“AAA”)
to be governed by AAA’s Commercial Rules of Arbitration (the “AAA Rules”) and heard before one
arbitrator. The parties shall attempt to mutually select the arbitrator. In the event they are unable to mutually agree, the arbitrator
shall be selected by the procedures prescribed by the AAA Rules. Notwithstanding anything in the AAA Rules to the contrary, discovery
shall be limited exclusively to the mutual production of documents, and written submissions to the arbitrator shall be limited
to one brief from each party and one responsive brief from each party.


 


9.
Further Assurances. The Company and Participant hereby covenant that they will, whenever and as reasonably requested by the
other party, do, execute, acknowledge and deliver any and all such other and further acts, deeds, confirmations, and any instruments
of further assurance, approvals and consents as may reasonably be requested in order to complete, insure and perfect the transactions
contemplated herein.


 


10.
Commercially Reasonable Efforts. Each party shall use commercially reasonable efforts to timely satisfy each of the conditions
to the Closing, subject to the Company’s ability to reject this Subscription pursuant to Section 1(f) hereof. No
party shall intentionally perform or fail to perform any act that, if performed or omitted to be performed, would prevent or excuse
the performance of this Agreement or any of the transactions contemplated hereby, subject to the Company’s ability to reject
this Subscription pursuant to Section 1(f) hereof.


 


11.
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule
of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any
party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as
possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.


 


12.
Entire Agreement, Amendments and Waivers. This Agreement constitutes the entire agreement of the parties regarding the subject
matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written
or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any
other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized
agent of such party.


 


13.
Extended Meanings. In this Agreement words importing the singular number include the plural and vice versa; words importing
the masculine gender include the feminine and neuter genders.


 




    	Subscription Agreement	7	U.S. Energy Corp.



     


    

 


14.
Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument
entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts,
all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile
machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic
Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered
to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of
any party, each other party shall re execute the original form of this Agreement and deliver such form to all other parties. No
Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such
party forever waives any such defense, except to the extent such defense relates to lack of authenticity.


 


[Remainder
of page left intentionally blank. Signature pages follow.]


 




    	Subscription Agreement	8	U.S. Energy Corp.



     


    

 


Subject
to acceptance by the Company, the undersigned has completed this Subscription Agreement to evidence its subscription for the purchase
of Shares of the Company, this 4th day of March, 2021.


 


PARTICIPANT:


 


	 APEG
    Energy II, LP
	 	 	 
	 	By:
    	APEG
    Energy II GP, LLC, its general partner
	 	 	 
	 	By:
    	/s/
	 	Name:	Paul
    Haarman 
	 	Title:	Managing
    member of Angelus Private Equity Group, LLC, as sole member of Angelus Capital, LLC, as sole member of APEG Energy II GP,
    LLC, as general partner of APEG Energy II, LP


 


Tax
Identification No.:


 


Jurisdiction
of Organization: Texas


 


State
of Principal Place of Operations: Texas


 


Investment
Amount (# of Shares): 90,846


 


Purchase
Price Paid ($): 382,535.65


 


Address
for Notice: Delivery Instructions (if different from above):


 


	Address
    for Notice:	 
	2808
    Flintrock Trace, Suite 373	 
	Austin,
    TX 78738	 
	 	 
	Attention:	Paul
    Haarman	 


 




    	Subscription Agreement	9	U.S. Energy Corp.



     


    

 


The
Company has accepted this Subscription this 4th day of March, 2021.


  


	 	 	“COMPANY”
	 	 	 
	 	 	U.S.
    ENERGY CORP.,
	 	 	a
    Wyoming corporation
	 	 	 
	 	By:	/S/
	 	 	 
	 	Name:
    	Ryan
    Smith
	 	 	 
	 	Title:
    	CEO
	 	 	 
	 	Address
    for notice:
	 	 	 
	 	U.S.
    Energy Corp.
	 	675
    Bering Dr, Suite 390,
	 	Houston,
    Texas 77057
	 	Attn:
    Chief Executive Officer


 




    	Subscription Agreement	10	U.S. Energy Corp.



     


    

 


Exhibit
A


 


CERTIFICATE
OF ACCREDITED INVESTOR STATUS


 


The
undersigned, has indicated that it is an “accredited investor,” as that term is defined in Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), by initialing the appropriate
box below. This Certificate of Accredited Investor Status is being executed at the request of U.S. Energy Corp., a Wyoming corporation
(the “Company”), in order to allow the undersigned to subscribe for shares of restricted common stock
of the Company and for the Company to confirm an exemption from registration under Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”) for such offering.


 


	______	a
    bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined
    in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered
    pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”);
    an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment
    Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a small business investment
    company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act
    of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state
    or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000; an
    employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision
    is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association,
    insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000
    or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;
	 	 
	____	a
    private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
	 	 
	____	an
    organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust,
    or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
	 	 
	____	a
    natural person whose individual net worth, or joint net worth with the undersigned’s spouse, at the time of this purchase
    exceeds $1,000,000. For purposes of this item, “net worth” means the excess of total assets at fair
    market value (including personal and real property, but excluding the estimated fair market value of a person’s primary
    home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s
    estimated fair market value as long as the mortgage was incurred more than 60 days before the Securities are purchased, but
    includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed
    during the 60-day period before the closing date for the sale of Securities for the purpose of investing in the Securities;
	 	 
	____	a
    natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with
    the undersigned’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the
    same income level in the current year;


 




    	Subscription Agreement	U.S. Energy Corp.



     


    

 


	____	a
    trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered,
    whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is
    capable of evaluating the merits and risks of the prospective investment;
	 	 
	____	an
    entity in which all of the equity holders are “accredited investors” by virtue of their meeting
    one or more of the above standards; or
	 	 
	____	an
    individual who is a director or executive officer of U.S. Energy Corp.


 


IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Accredited Investor Status as of March 4, 2020.


 


	APEG
    Energy II, LP
	 	 	 
	 	By:
    	APEG
    Energy II GP, LLC, its general partner
	 	 	 
	 	By:
    	/s/
	 	Name:	Paul
    Haarman 
	 	Title:	Managing
member of Angelus Private Equity Group, LLC, as sole member of Angelus Capital, LLC, as sole member of APEG Energy II GP, LLC,
as general partner of APEG Energy II, LP


 




    	Subscription Agreement	U.S. Energy Corp.