Exhibit 10.3(b) Voting Agreement


    
      

    

     

     

    

      Voting
        Agreement

      Between
        

      U.S.
        Energy Corp. and Crested Corp.

      And
        Certain Shareholders of Crested Corp.

      


      This
        Voting Agreement (“Agreement”)
        is
        entered into as of January 23, 2007 by and between U.S. Energy Corp., a Wyoming
        corporation (“USE”);
        the
        individual shareholders (the “Individual
        Shareholders”)
        of
        Crested Corp., a Colorado corporation (“Crested”)
        identified on the signature page; and Crested. Each of USE and the Individual
        Shareholders are referred to as a “Shareholder;”
        collectively, those parties are referred to as the “Shareholders.”
        

      


      Whereas,
        USE and Crested have entered into an Agreement and Plan of Merger (the
“Merger
        Agreement”)
        providing for the merger (the “Merger”),
        dated
        as of the date hereof. Terms not defined in this Agreement have the meanings
        defined in the Merger Agreement.

      


      Whereas,
        the Merger Agreement requires that the Shareholders, solely in their capacities
        as holders of Crested common stock, enter into, and the Shareholders have
        agreed
        to enter into, this Voting Agreement. 

      


      NOW,
        THEREFORE, in consideration of the premises and other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties hereby agree as follows: 

      


      1. Representations
        and Warranties of the Shareholders.
        Each of
        the Shareholders represents and warrants to Crested as follows: 

      


      (a) Authority;
        Binding Obligation.
        The
        Shareholder has all necessary power and authority to enter into this Agreement
        and perform all of the Shareholder’s obligations hereunder. This Agreement has
        been duly and validly executed and delivered by the Shareholder and constitutes
        a valid and legally binding obligation of the Shareholder, enforceable against
        the Shareholder in accordance with its terms. 

      


      (b) Ownership
        of Shares.
        The
        Shareholder is the beneficial owner or record holder of the number of shares
        of
        Crested listed under the Shareholder’s name on the signature page (the
“Existing
        Shares”
and,
        together with any shares of Crested common stock the record or beneficial
        ownership of which is acquired by the Shareholder after the date hereof,
        the
“Shares”
        including (only for the individual Shareholders) any shares of common stock
        of
        Crested which are acquired by the Company
        Stock Option Payment
        under
        the Merger Agreement (such latter shares hereafter referred to as the
“Option
        Shares”)
        and,
        as of the date hereof, the Existing Shares and Option Shares constitute all
        the
        shares of Crested common stock owned of record or beneficially by the
        Shareholder). Provided,
        that
        the Existing Shares shown for each individual Shareholder does not reflect
        that
        person’s beneficial ownership (as defined in SEC rule 13d-3) of shares of
        Crested common stock which he holds as an officer or director of USE.


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      With
        respect to the Existing Shares, the Shareholder has, without any restrictions
        except as imposed by law and this Agreement, (i) sole voting power and sole
        power to issue instructions with respect to or otherwise engage in the actions
        set forth in Section 2; (ii) sole power of disposition; and (iii) sole power
        to
        demand appraisal rights under Article 113 of the Colorado Business Corporation
        Act. With respect to the Option Shares, the Shareholder will have sole power
        of
        disposition. 

      


      (c) No
        Conflicts.
        Neither
        the execution, delivery and performance of this Agreement nor the consummation
        of the transactions contemplated hereby will conflict with or constitute
        a
        violation of or a default under (with or without notice, lapse of time, or
        both)
        any contract, agreement, voting agreement, shareholders’ agreement, trust
        agreement, voting trust, proxy, power of attorney, pooling arrangement, note,
        mortgage, indenture, instrument, arrangement or other obligation or restriction
        of any kind to which the Shareholder is a party or to which the Shareholder
        or
        the Shareholder’s Shares are subject to or bound. 

      


      2. Voting
        Agreement and Agreement Not to Transfer.
        

      


      (a)  The
        Shareholder agrees to vote or cause to be voted all of the Shareholder’s
        Existing Shares 

      


      (i) consistent
        with the vote of holders of a majority of the shares of Crested common stock
        not
        held by the Shareholders (the “Majority
        Vote of the Minority Holders”),
        whether in favor of, or against, the approval of the Merger Agreement at
        a
        meeting of the Crested shareholders, as well as any other matters required
        to be
        approved by the Crested shareholders at the meeting wherein the Merger is
        voted
        upon by the Crested shareholders. Provided,
        that
        USE may elect not to vote in favor of the Merger, even if the Merger Agreement
        has been approved by Majority Vote of the Minority Holders, as such election
        is
        permitted pursuant to the termination provisions of the Merger Agreement.
        

      


      (ii) against
        any action or agreement that would result in a breach in any material respect
        of
        any covenant, representation or warranty or any other obligation or agreement
        of
        Crested under the Merger Agreement; and 

      


      (iii) against
        the following actions (other than the Merger or the consummation of any actions
        contemplated by the Merger Agreement): 

      


      (A) any
        extraordinary corporate transactions, such as a merger, consolidation or
        other
        business combination involving Crested; 

      


      (B) any
        sale,
        lease, transfer or disposition of a material amount of the assets of Crested,
        except as may be contemplated by the Company SEC Reports.; 

      


      (C) any
        change in the majority of the board of directors of Crested; 

      


      (D)
        any
        material change in the present capitalization of Crested; 

       

      
 

      
        
          
          

        

        
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      (E) any
        amendment of Crested’s articles of incorporation or bylaws; 

      


      (F) any
        other
        change in the corporate structure, business, assets or ownership of Crested
        (but
        a vote in favor of amending the Crested Incentive Stock Option Plan to allow
        for
        cashless exercise shall be permitted); or 

      


      (G) any
        other
        action which is intended, or could reasonably be expected to, impede, interfere
        with, delay, postpone, discourage or adversely affect the contemplated economic
        benefits to Crested of the Merger and the transactions contemplated by the
        Merger Agreement. 

      


      (b) The
        Shareholder agrees not to (i) sell, transfer, convey, assign or otherwise
        dispose of any of his, her or its Existing Shares, or any of the Option Shares
        if an Individual Shareholder exercises his or her Option before the Effective
        Date; or (ii) pledge, mortgage or otherwise encumber such Existing or Option
        Shares. 

      


      3. Cooperation.
        The
        Shareholder agrees that he, she or it will not (directly or indirectly)
        initiate, solicit, encourage or facilitate any Takeover Proposal.

      


      4. Shareholder
        Capacity.
        The
        Individual Shareholder is entering into this Agreement in his or her capacity
        as
        the record or beneficial owner of the Shares and the Option Shares, and not
        in
        his or her capacity as a director or officer of Crested. Nothing in this
        Agreement shall be deemed in any manner to limit the discretion of any
        Shareholder to take any action, or fail to take any action, in his or her
        capacity as a director or officer of Crested that may be either (a) required
        of
        the Shareholder under applicable law or (b) is otherwise permitted by the
        Merger
        Agreement. 

      


      5. Termination.
        The
        obligations of the Shareholder hereunder shall terminate upon the consummation
        of the Merger. If the Merger is not consummated, the obligations of the
        Shareholder shall terminate upon the termination of the Merger
        Agreement.

      


      6. Specific
        Performance.
        The
        Shareholder acknowledges that it would be impossible to determine the amount
        of
        damages that would result from any breach of any of its obligations under
        this
        Agreement, and that the remedy at law for any breach, or threatened breach,
        would likely be inadequate. Accordingly, the Shareholder agrees that Crested
        shall, in addition to any other rights or remedies which it may have at law
        or
        in equity, be entitled to seek such equitable and injunctive relief as may
        be
        available from any court of competent jurisdiction to restrain the Shareholder
        from violating any of his, her, or its obligations under this Agreement.
        In
        connection with any action or proceeding for such equitable or injunctive
        relief, the Shareholder hereby waives any claim or defense that a remedy
        at law
        alone is adequate and agrees, to the maximum extent permitted by law, to
        have
        the obligations of the Shareholder under this Agreement specifically enforced
        against him, her or it, without the necessity of posting bond or other security,
        and consents to the entry of equitable or injunctive relief against the
        Shareholder enjoining or restraining any breach or threatened breach of this
        Agreement. 

      



      
        
          
          

        

        
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      7. Indemnification.
        

      


      (a) If
        and
        only if the Merger is consummated in accordance with the Merger Agreement,
        USE
        and its successors and assigns (the “Indemnifying
        Party”)
        shall,
        to the fullest extent permitted by law, indemnify, defend and hold harmless
        the
        Individual Shareholders (as incurred to the extent incurred subsequent to
        the
        Effective Date) against all costs or expenses (including reasonable attorneys’
fees), judgments, fines, losses, claims, damages or liabilities incurred
        by
        Shareholder, regardless of whether incurred prior to or after the Effective
        Date
        (collectively, “Costs”)
        in
        connection with any claim, action, suit, proceeding or investigation, whether
        civil, criminal, administrative or investigative, arising out of this Agreement
        other than an action for specific performance under Section 6. A
        Shareholder wishing to claim indemnification under this Section 7, upon
        learning of any claim, action, suit, proceeding or investigation described
        above, shall promptly notify Indemnifying Party thereof; provided that the
        failure so to notify shall not affect the obligations of Indemnifying Party
        under this Section 7 unless and to the extent that Indemnifying Party is
        actually and materially prejudiced as a result of such failure. In case any
        such
        action shall be brought against Shareholder, he or she shall promptly notify
        the
        Indemnifying Party of the commencement thereof, and the Indemnifying Party
        shall
        be entitled to assume the defense thereof, with counsel reasonably satisfactory
        to Shareholder, and after notice from the Indemnifying Party to Shareholder
        of
        its election to so assume the defense thereof, the Indemnifying Party shall
        not
        be liable to Shareholder for any legal expenses of other counsel or any other
        expenses, in each case subsequently incurred by Shareholder. 

      


      (b) If
        USE or
        any of its successors or assigns shall consolidate with or merge into any
        other
        entity and shall not be the continuing or surviving entity of such consolidation
        or merger or shall transfer all or substantially all of its assets to any
        other
        entity, then and in each case, USE shall cause proper provision to be made
        so
        that its successors and assigns shall assume the obligations set forth in
        this
        Section 7. 

      


      (c) The
        provisions of this Section 7 shall survive termination of this Agreement.


      


      (d) The
        indemnification provisions of Section 5.15 of the Merger Agreement, relating
        to
        officers and directors of Crested, shall not be affected by this Section
        7.

      


      8. Miscellaneous.
        

      


      (a) Entire
        Agreement.
        This
        Agreement constitutes the entire agreement of the parties with reference
        to the
        transactions contemplated hereby and supersedes all other prior agreements,
        understandings, representations and warranties, both written and oral, between
        the parties or their respective representatives, agents or attorneys, with
        respect to the subject matter hereof. 

      



      
        
          
          

        

        
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      (b) Parties
        in Interest.
        This
        Agreement shall be binding upon and inure solely to the benefit of each party
        hereto and the other parties to the Merger Agreement and their respective
        successors, assigns, estate, heirs, executors, administrators and other legal
        representatives, as the case may be. Nothing in this Agreement, express or
        implied, is intended to confer upon any other person, other than parties
        hereto
        or their respective successors, assigns, estate, heirs, executors,
        administrators and other legal representatives, as the case may be, any rights,
        remedies, obligations or liabilities under or by reason of this Agreement.
        

      


      (c) Modifications;
        Waivers.
        This
        Agreement shall not be amended, altered or modified in any manner except
        in
        writing. No waiver of breach hereunder shall be considered valid unless in
        writing, and no waiver shall be deemed a waiver of any subsequent breach.
        

      


      (d) Severability.
        Any
        term or provision of this Agreement which is invalid or unenforceable in
        any
        jurisdiction shall, as to that jurisdiction, be ineffective to the extent
        of
        such invalidity and unenforceability without rendering invalid or unenforceable
        the remaining terms and provisions of this Agreement. If any provision of
        this
        Agreement is so broad as to be unenforceable, the provision shall be interpreted
        to be only so broad as is enforceable. 

      


      (e) Governing
        Law.
        This
        Shareholder Agreement shall be deemed to be made in and in all respects shall
        be
        interpreted, construed and governed by and in accordance with the laws of
        the
        State of Wyoming, without regard to the conflict of law principles thereof.
        

      


      (f) Jurisdiction
        and Venue.
        Any
        legal action or proceeding with respect to this Agreement may be brought
        only in
        Fremont County, Wyoming, or in the courts of the United States of America
        for
        Wyoming. By this Agreement, each party (i) accepts for itself the jurisdiction
        of and venue in such courts; and (ii) irrevocably consents to the service
        of
        process out of such courts by the delivery of notice as provided below, such
        service to become effective 10 days after delivery. 

      


      (g) Attorney’s
        Fees.
        The
        prevailing party in any litigation, arbitration, mediation, bankruptcy,
        insolvency or other proceeding (“Proceeding”)
        relating to the enforcement or interpretation of this Agreement may recover
        from
        the unsuccessful party all fees and disbursements of counsel (including expert
        witness and other consultants’ fees and costs) relating to or arising out of (a)
        the Proceeding (whether or not the Proceeding results in a judgment) and
        (b) any
        post-judgment or post-award Proceeding including, without limitation, one
        to
        enforce or collect any judgment or award resulting from any Proceeding. All
        such
        judgments and awards shall contain a specific provision for the recovery
        of all
        such subsequently incurred costs, expenses, fees and disbursements of counsel.
        

      


      (h) Counterparts.
        This
        Agreement may be executed in one or more counterparts (including by facsimile),
        each of which shall be deemed to be an original, but all of which shall
        constitute one and the same instrument. 

      



      
        
          
          

        

        
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      (i) Notices.
        All
        notices, requests, instructions and other communications to be given hereunder
        shall be in writing and shall be deemed given if personally delivered,
        telecopied (with confirmation) or mailed by registered or certified mail,
        postage prepaid (return receipt requested), to such party at its address
        set
        forth below or such other address as such party may specify to the other
        party
        by notice:

      


      If
        to
        USE: 

      


      U.S.
        Energy Corp.

      877
        N.
        8th
        W.

      Riverton,
        Wyoming 82501 

      Attention:
        Keith G. Larsen

      Fax
        307.857.3050

      


      With
        copy
        (which shall not constitute notice) to:

      


      Stephen
        E. Rounds, Attorney

      1544
        York
        Street, Suite 110

      Denver,
        Colorado 80206

      Fax
        303.377.0231

      


      If
        to
        Crested:

      


      Crested
        Corp.

      877
        N.
        8th
        W.

      Riverton,
        Wyoming 82501 

      Attention:
        Harold F. Herron

      Fax
        307.857.3050

      


      With
        copy
        (which shall not constitute notice) to

      


      Davis
        Graham & Stubbs, LLP

      1550
        17th
        Street,
        Suite 500

      Denver,
        Colorado 80202

      Attention:
        Scot W. Anderson

      Fax
        303.893.1379

      


      If
        to an
        Individual Shareholder, to the address on the signature page 

      


      (j) Advice
        of Counsel.
        Each
        Individual shareholder acknowledges that he or she has had the opportunity
        to
        seek the advice of independent legal counsel, and has read and understood
        all of
        this Agreement. This Agreement shall not be construed against any party by
        reason of the drafting hereof.

      



      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties execute this Agreement as of the date first
        above
        written. 

      


      Crested
        Corp.

      


      /s/
        Harold F. Herron         

      Harold
        F.
        Herron, 

      President

      


      


      U.S.
        Energy Corp.                      Existing
        Shares

      


      /s/
        Keith G. Larsen              
       12,028,618

      Keith
        G.
        Larsen, CEO

      


      
        	 	 	
                Option
                  Shares for which

              
	
                Individual
                  Shareholders*

              	
                Existing
                  Shares

              	
                USE
                  Shares will be issued

              
	 	 	 
	
                /s/
                  Daniel P. Svilar

              	 	 
	
                Daniel
                  P. Svilar

              	
                156,850

              	
                200,000

              
	 	 	 
	
                /s/
                  Robert Scott Lorimer

              	 	 
	
                Robert
                  Scott Lorimer

              	
                15,000

              	
                200,000

              
	 	 	 
	
                /s/
                  Harold F. Herron

              	 	 
	
                Harold
                  F. Herron

              	
                3,466

              	
                200,000

              
	 	 	 
	
                /s/
                  Keith G. Larsen

              	 	 
	
                Keith
                  G. Larsen

              	
                0

              	
                200,000

              
	 	 	 
	
                /s/
                  Mark J. Larsen

              	 	 
	
                Mark
                  J. Larsen

              	
                0

              	
                200,000

              
	 	 	 
	
                /s/
                  Don Anderson

              	 	 
	
                Don
                  Anderson

              	
                0

              	
                30,000

              
	 	 	 
	
                /s/
                  Michael Anderson

              	 	 
	
                Michael
                  Anderson

              	
                0

              	
                30,000

              
	 	 	 
	
                /s/
                  Michael H. Feinstein

              	 	 
	
                Michael
                  H. Feinstein

              	
                0

              	
                30,000

              
	 	 	 
	
                /s/
                  H. Russell Fraser

              	 	 
	
                H.
                  Russell Fraser

              	
                29,500

              	
                30,000

              
	 	 	 
	 	 	 


      

      * Notice
        for each Individual Shareholder shall be at the USE address.

       

       

      
        
          
          

        

        
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