UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 14, 2021

CONTANGO ORE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-35770	27-3431051
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)



3700 Buffalo Speedway, Suite 925 Houston, Texas		77098
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code: (713) 877-1311

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	CTGO	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreements

Contango ORE, Inc. (the “Company”) entered into Stock Purchase Agreements dated as of June 14, and June 17, 2021 (the “Purchase Agreements”) for the sale of an aggregate of 523,809 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at a purchase price of $21.00 per share of Common Stock, in a private placement (the “Private Placement”) to certain accredited investors (the “Purchasers”). The Purchase Agreements include customary representations, warranties, and covenants by the Purchasers and the Company, and an indemnity from the Company in favor of the Purchasers.

The Private Placement closed on June 17 and 18, 2021. The Private Placement resulted in approximately $11.0 million of gross proceeds and approximately $10.9 million of net proceeds to the Company. The Company will use the net proceeds from the Private Placement to fund its exploration and development program and for general corporate purposes.

The shares sold in the Private Placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. The bases for the availability of this exemption include the facts that the issuance was a private transaction which did not involve a public offering and the shares were offered and sold to a limited number of purchasers.

Copies of the Purchase Agreements are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated by reference herein. The description of the Purchase Agreements in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of the Purchase Agreements.

Registration Rights Agreement

Pursuant to a Registration Rights Agreement dated as of June 17, 2021 (the “Registration Rights Agreement”), by and among the Company and one of the Purchasers, the Company agreed to file up to one registration statement with the Securities and Exchange Commission upon demand from the Purchaser at any time after December 31, 2021, but before three years after the Private Placement, in order to register the resale of the shares of Common Stock. The Registration Rights Agreement also granted certain piggyback rights to the purchaser. Further, the Registration Rights Agreement provides a preemptive right for the Purchaser to acquire its proportionate share of securities offered in certain offerings by the Company on the terms set by the Company in those offerings. The preemptive rights expire when the purchaser and its affiliates hold less than 5% of the outstanding Common Stock Equivalents (as defined in the Registration Rights Agreement).

A copy of the Registration Rights Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Registration Rights Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement.

Relationships

Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer, purchased 47,619 shares of Common Stock, for a purchase price of approximately $1,000,000, in the Private Placement pursuant to a Purchase Agreement dated June 17, 2021, on the same terms and conditions as all other purchasers, except that Mr. Nieuwenhuyse did not receive any of the rights under the Registration Rights Agreement. The Private Placement to Mr. Nieuwenhuyse closed on June 18, 2021.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above under the heading “Purchase Agreements” regarding the issuance by the Company of an aggregate of 523,809 shares of Common Stock to the Purchasers as contemplated by the Purchase Agreements is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 21, 2021, the Company issued a press release relating to the transactions described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
4.1	Registration Rights Agreement dated as of June 17, 2021, by and between the Company and the Purchaser named therein.
10.1*	Stock Purchase Agreement dated as of June 14, 2021, by and between the Company and the Purchaser named therein.
10.2*	Stock Purchase Agreement dated as of June 17, 2021, by and between the Company and the Purchaser named therein.
99.1	Press Release dated June 21, 2021.

* Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONTANGO ORE, INC.

	By: /s/ Leah Gaines
	Leah Gaines
	Vice President, Chief Financial Officer, Chief Accounting Officer,
	Treasurer and Secretary

Dated: June 21, 2021

CONTANGO ORE, INC.
REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of June 17, 2021 is by and among Contango ORE, Inc., a company duly incorporated and existing under the laws of Delaware (together with any successor entity, herein referred to as the “Company”), and the several purchasers (collectively, the “Purchasers”) named in the Stock Purchase Agreement (as defined below).

RECITALS

Pursuant to the Stock Purchase Agreement, dated as of June 14, 2021, by and among the Company and each Purchaser (the “Stock Purchase Agreement”), the Purchasers have agreed to purchase from the Company the Shares (as defined below).

To induce the Purchasers to purchase the Shares, the Company has agreed to provide certain registration rights pursuant to Section 5.4 of the Stock Purchase Agreement.

AGREEMENT

The parties hereby agree as follows:

1. Certain Definitions. Capitalized terms used in this Agreement without definition shall have their respective meanings set forth in the Stock Purchase Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings:

“Affiliate”: Of any specified person, means any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, “control” of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person, whether by contract or otherwise.

“Agreement”: This Registration Rights Agreement, as amended from time to time.

“Amendment Effectiveness Deadline Date”: As defined in Section 4(b)(i) hereof.

“Blue Sky Application”: As defined in Section 7(a)(i) hereof.

“Business Day”: A day, other than a Saturday or Sunday, that in the City of New York, is not a day on which banking institutions are authorized or required by law, regulation or executive order to close.

“Closing Date”: The date of the issuance of the Shares pursuant to the Stock Purchase Agreement.

“Common Stock”: The common stock of the Company, par value $0.01.

“Common Stock Equivalents”: Any and all shares of Common Stock and any other securities of the Company convertible into, or exchangeable or exercisable for, Common Stock, and options, warrants or other rights to acquire Common Stock.

“Company”: As defined in the preamble hereto.

“Demand Notice”: As defined in Section 2(a) hereof.

“Demand Registration”: As defined in Section 2(a) hereof.

“Effectiveness Period”: As defined in Section 2(b) hereof.

“Exchange Act”: Securities Exchange Act of 1934, as amended.

“Excluded Securities”: Any Common Stock Equivalents issued in connection with: (i) a grant of Common Stock Equivalents to any existing or prospective consultants, employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans or other compensation agreement; (ii) the conversion or exchange of any securities of the Company outstanding on the date hereof, or the exercise of any options, warrants or other rights to acquire such shares; (iii) any acquisition by the Company or any direct or indirect subsidiary of the Company (including by way of merger, consolidation or other business combination) of the stock, assets, properties or business of any person that is not an affiliate of the Company in an arms-length transaction; (iv) any merger, consolidation or other business combination involving the Company; (v) any public offering of shares of the Company to be sold pursuant to a registration statement on Form S-3 or other public securities filing, or any transaction or series of related transactions involving a change of control; (vi) a stock split, stock dividend or any similar recapitalization; or (vii) any stock of the Company to be issued pursuant to a corporate reorganization, without an economic impact to the stockholders, of one or more of the Company, its affiliates and subsidiaries duly approved by the Company’s Board of Directors.

“Financing Notice”: As defined in Section 6(a) hereof.

“Holder”: A Person who owns, beneficially or otherwise, Registrable Securities.

“Indemnified Holder”: As defined in Section 7(a) hereof.

“Indemnified Party”: As defined in Section 7(c) hereof.

“Indemnifying Party”: As defined in Section 7(c) hereof.

“Majority of Holders”: Holders holding over 50% of the Registrable Securities outstanding.

“Notice and Questionnaire”: A written notice executed by the respective Holder and delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A hereto.

“Notice Holder”: On any date, any Holder of Registrable Securities that has delivered a completed Notice and Questionnaire to the Company on or prior to such date.

“Person”: An individual, partnership, limited liability company, corporation, company, unincorporated organization, trust, joint venture, a government or agency or political subdivision thereof or any other legally recognized entity.

“Pro Rata Share”: As to each Purchaser, the number of shares offered in any Subsequent Private Equity Financing, multiplied by a fraction equal to (i) the total number of Common Stock Equivalents then held by such Purchaser divided by (ii) the total number of Common Stock Equivalents then outstanding.

“Prospectus”: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.

“Purchasers”: As defined in the preamble hereto.

“Registrable Securities”: The Shares; provided, however, that Registrable Securities shall not include: (i) any Shares that have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise transferred to a Person who is not entitled to the registration and other rights hereunder; (ii) any Shares that have been sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee thereof does not receive “restricted securities” as defined in Rule 144; (iii) any Shares that are available for resale under Rule 144 without restriction; and (iv) any Shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).

“Registration Statement”: A registration statement required to be filed hereunder pursuant to Section 2(b), including the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre-and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

“SEC”: Securities and Exchange Commission.

“Securities Act”: Securities Act of 1933, as amended.

“Shares”: (a) the shares of Common Stock purchased from the Company by the Holders as of the date hereof pursuant to the Stock Purchase Agreement, and (b) and any other equity interests of the Company or equity interests in any successor of the Company issued in respect of such Shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company.

“Shelf Registration Statement” means a Registration Statement filed with the SEC on Form S-1 or Form S-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 promulgated by the SEC pursuant to the Securities Act (or any similar rule that may be adopted by the SEC) covering the resale of the Registrable Securities, as applicable.

“Stock Purchase Agreement”: As defined in the recitals hereto.

“Subsequent Private Equity Financing”: As defined in Section 6(a) hereof.

“Suspension Notice”: As defined in Section 4(e) hereof.

“Suspension Period”: As defined in Section 4(e) hereof.

“Transfer Agent”: Computershare Trust Company, N.A.

Unless the context otherwise requires, the singular includes the plural, and words in the plural include the singular.

2. Demand Registration.

(a) At any time after December 31, 2021, but before three (3) years after the Closing Date, the Purchasers who then constitute a Majority of Holders shall have the right, by written notice delivered to the Company (such notice, a “Demand Notice”), to require the Company to register (the “Demand Registration”) under the Securities Act not less than 50% and up to 100% of the Registrable Securities; provided, however, that the aggregate offering price of the Demand Registration shall not be less than ten million dollars ($10,000,000.00). The Demand Notice must set forth the number of Registrable Securities that Holders delivering the Demand Notice intend to include in such Demand Registration and the intended methods of disposition thereof. The number of Demand Registrations pursuant to this Section 2(a) shall not exceed one (1) that is declared effective.

(b) The Company shall file each Shelf Registration Statement prepared in connection with a Demand Registration within sixty (60) days of the date on which the Company received the Demand Notice and shall use its commercially reasonable efforts to cause the same to be declared effective by the SEC within one hundred eighty (180) days of the date on which the Company received the Demand Notice and prepare and file with the SEC a Prospectus that will be available for resales by the Holders of Registrable Securities. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the affected Holders (the “Effectiveness Period”)

(i) the Company shall not be obliged to effect a Demand Registration with respect to any Registrable Securities pursuant to this Section 2 if a Registration Statement covering all of such requested Registrable Securities shall have become and remains effective under the Securities Act;

(ii) the Company shall not be obligated to file a Demand Registration for a shelf registration on any registration statement other than a Form S-3, except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith;

(iii) if the Company has issued and sold to the public, pursuant to a registration statement filed under the Securities Act, any of its securities within three (3) months prior to the date of its receipt of a Demand Notice pursuant to this Section 2 and the Company’s investment banker has advised the Company in writing that the registration of the Registrable Securities would adversely affect the market for the Company’s securities covered by such Shelf Registration Statement, the Company shall have the right to delay the requested registration of the Registrable Securities for such period as the investment banker may so advise, but no more than ninety (90) days after the date on which such Demand Notice was made; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period; and

(iv) the Company shall be entitled to postpone for a reasonable period of time but in no event more than ninety (90) days the filing of any Registration Statement required to be prepared and filed by it pursuant to this Section 2 if, at the time it receives a Demand Notice pursuant to this Section 2, the Company determines, in its reasonable judgment, that an event giving rise to a Suspension Period has occurred; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period.

3. Piggyback Registration.

(a) If the Company determines at any time after December 31, 2021 to register any of its securities and file a registration statement thereto under the Securities Act, whether or not for sale for its own account (other than a registration statement on Form S-4, Form S-8 or any successor or similar form(s), or a registration on any registration form that does not permit the sale of the Registrable Securities), the Company shall:

(i) promptly (but in no event less than ten (10) Business Days prior to the anticipated filing date) give to each Holder a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and

(ii) If Holders of at least five million dollars ($5,000,000.00) of Registrable Securities so request, include in such registration (and any related qualification under blue sky laws or other compliance), and, subject to this Section 3 in any underwriting involved therein, all the Registrable Securities specified in a written request or requests from one or more Holders (provided that such Holder has indicated within twenty (20) Business Days after receipt of the written notice from the Company described in clause (i) above that such Holder desires to sell its Registrable Securities in the manner of distribution proposed by the Company).

(b) If the managing underwriter or underwriters for a registration pursuant to Section 3(a) advises the Company and the Holders in writing that in its opinion the dollar amount or number of Registrable Securities that the Holder or Holders desire to sell taken together with all other shares of Common Stock or other securities which the Company desires to sell exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering, then the managing underwriter may exclude from such registration (i) first, other securities requested to be included in such registration, if any, (ii) second, Registrable Securities that the Holders requested to be included in such registration, pro rata among the Holders on the basis of the number of Registrable Securities so requested to be included therein and (iii) third, the securities the Company proposes to register for sale.

4. Registration Procedures.

(a) Each Holder delivering the Demand Notice or requesting to be included in a piggy-back registration shall deliver a Notice and Questionnaire to the Company at least eight (8) Business Days prior to any intended distribution of Registrable Securities under the Registration Statement and shall be named as a selling securityholder in the Registration Statement and/or a related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law.

(b) Each Holder that provides a completed Notice and Questionnaire to the Company pursuant to this Agreement agrees that, if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4(b) and Section 4(d). From and after the date the Registration Statement is declared effective and the Prospectus contemplated by Section 2(b) is prepared and filed with the SEC, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) ten (10) Business Days after such date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect, within five (5) Business Days of such delivery date:

(i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a Prospectus or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law and, if the Company files a post-effective amendment to the Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is one hundred twenty (120) days after the date such post-effective amendment is required by this clause to be filed;

(ii) provide such Holder copies of any documents filed pursuant to Section 4(b)(i); and

(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post- effective amendment filed pursuant to Section 4(b)(i);

provided, that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(d). Notwithstanding anything contained herein to the contrary, during any period during which the Company is not entitled to file a Prospectus or a supplement to a Prospectus (related to an automatic shelf registration statement) naming new selling securityholders, the Amendment Effectiveness Deadline Date shall be extended by up to five (5) Business Days from the expiration of a Suspension Period if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date.

(c) In connection with the Registration Statement, the Company shall comply with all the provisions of Section 4(d) hereof and shall use its commercially reasonable efforts to effect such registration in accordance with the terms hereof to permit the sale of the Registrable Securities.

(d) In connection with the Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Registrable Securities, the Company shall:

(i) Subject to any notice by the Company in accordance with this Section 4(d) of the existence of any fact or event of the kind described in Section 4(d)(iii)(1), use its commercially reasonable efforts to keep the Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective or usable for resale of Registrable Securities during the Effectiveness Period, the Company shall file promptly an appropriate amendment to the Registration Statement, a supplement to or amendment of the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause any such amendment to be declared effective and the Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter.

(ii) (A) Prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, as may be necessary to keep the Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply in all material respects with the applicable provisions of Rule 424 under the Securities Act in a timely manner; and comply in all material respects with the applicable provisions of Rule 424 under the Securities Act in a timely manner; and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended method or methods of distribution by the selling Holders thereof set forth in the Registration Statement or supplement to the Prospectus; and (B) furnish to each Holder (1) as far as in advance as reasonably practicable before filing the Prospectus or any supplement or amendment thereto, copies of reasonably complete drafts of all such documents proposed to be filed, and provide each such Holder the opportunity to object to any information pertaining to such Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Holder with respect to such information prior to filing the Prospectus or supplement or amendment thereto, and (2) such number of copies of the Prospectus and any supplements and amendments thereto as such Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Prospectus.

(iii) Advise any selling Holder that has provided in writing to the Company a telephone or facsimile number, email address, and address for notice, promptly and, if requested by such selling Holder, to confirm such advice in writing (which notice pursuant to clauses (2) through (4) below shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension):

(1) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective,

(2) of any request by the SEC for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto,

(3) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or

(4) of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.

(iv) Before any public offering of Registrable Securities, use its commercially reasonable efforts to cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Registrable Securities under the securities or blue sky laws of such jurisdictions in the United States as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required (A) to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in any jurisdiction where it is not now so subject, other than service of process for suits arising out of any offering pursuant to the Registration Statement, or (B) to subject itself to general or unlimited service of process or to taxation in any such jurisdiction if it is not now so subject.

(v) Use its best efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if one is issued, use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment;

(vi) Unless any Registrable Securities shall be in book-entry form only, if requested by the selling Holders, cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and use commercially reasonable efforts to have such Registrable Securities in such denominations and registered in such names as the Holders may request at least two (2) Business Days before any sale of Registrable Securities.

(vii) Subject to Section 4(e) hereof, if any fact or event contemplated by Section 4(d)(iii)(2) through (4) hereof shall exist or have occurred, use its commercially reasonable efforts to as promptly as practicable prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(viii) Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and all reporting requirements under the rules and regulations of the Exchange Act.

(ix) Provide to each Holder upon written request each document filed with the SEC pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Registration Statement, unless such document is available through the SEC’s EDGAR system.

(x) Make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act as soon as practicable after the effective date of the Registration Statement and in any event no later than forty-five (45) days after the end of a twelve- (12-) month period (or ninety (90) days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement.

(e) Notwithstanding Section 4(d)(i) hereof, the Company may suspend the effectiveness of the Registration Statement (each such period, a “Suspension Period”) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement, (ii) the Company has experienced some other material event required to be disclosed in the Registration Statement, the disclosure of which at such time, in the good faith judgment of the Company’s board of directors, based upon the advice of counsel, would materially adversely affect the Company, (iii) in the reasonable opinion of the Company’s independent auditors or the counsel for the Company, audited annual, unaudited interim and pro forma financial statements are required to be included in the Prospectus pursuant to the rules and regulations of the SEC and have not been so included, (iv) the SEC issues a stop order in respect of the Registration Statement or otherwise prohibits the use of the Prospectus; or (v) if the managing underwriter or underwriters for a registration request such a suspension (provided that, in the case of this clause (v) only, all directors, officers and holders of more than 5% of the Company’s Common Stock agree to the same suspension). Upon such suspension, the Company shall give notice to the Holders that the availability of the Registration Statement is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 4(d)(i) hereof. The Suspension Period shall not exceed an aggregate of one hundred eighty (180) days in any 360-day period. The Company shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the Suspension Period, and, except as required by law, such Holders and their Affiliates shall not make any public disclosure regarding, and shall treat as confidential, any Suspension Period or Suspension Notice. The Company shall promptly notify the Holders when any Suspension Period with respect to the Registration Statement has been lifted. The period referred to in Section 2(b) during which the Registration Statement must be kept effective shall be extended for an additional number of Business Days equal to the number of Business Days during which the right to sell Registrable Securities under this Agreement was suspended pursuant to this Section 4(e).

(f) Each Holder agrees by acquisition of a Registrable Security that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence of any fact of the kind described in Sections 4(d)(iii)(2) through (4) or 4(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until:

(i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(d)(vi) hereof; or

(ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such Suspension Notice.

(g) Each Holder agrees by acquisition of a Registrable Security, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement, or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed and signed Notice and Questionnaire (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. The Company may require each Notice Holder of Registrable Securities to be sold pursuant to the Registration Statement to furnish to the Company such information regarding the Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading. The Company may exclude from such Registration Statement the Registrable Securities of any Holder that unreasonably fails to furnish such information within five Business Days after receiving such request. The Company shall not include in any registration statement any information regarding, relating to, or referring to any Holder without the approval of such Holder in writing (not to be unreasonably withheld).

5. Registration Expenses.

All expenses incident to the Company’s performance of or compliance with this Agreement shall be borne by the Company regardless of whether a Registration Statement becomes effective, including, without limitation:

(a) all registration and filing fees and expenses (except for any stock transfer taxes);

(b) all fees and expenses of compliance with federal securities and state blue sky or securities laws;

(c) all expenses of printing (including printing of Prospectuses and, if applicable, certificates for the Registrable Securities) and the Company’s expenses for messenger and delivery services and telephone;

(d) all fees and disbursements of counsel to the Company;

(e) all application and filing fees in connection with listing (or authorizing for quotation) the Registrable Securities on the OTC Bulletin Board or a national securities exchange pursuant to the requirements hereof;

(f) all fees and disbursements of independent certified public accountants of the Company; and

(g) the cost of one (1) special counsel to represent all Notice Holders collectively in connection with such Registration Statement.

The Company shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. Except as set forth in Section 5(g), but otherwise notwithstanding anything to contrary herein, in no event shall the Company be responsible for any broker or similar commissions of any Holder or any legal or accounting fees incurred by any Holder.

6. Preemptive Rights.

(a) Subject to the provisions of this Section 6, if the Company intends or proposes to offer for sale, or to sell, any Common Stock Equivalents, excluding any Excluded Securities, (a “Subsequent Private Equity Financing”), the Company shall first provide Purchasers with written notice of the proposed Subsequent Private Equity Financing (the “Financing Notice”) describing the type of Common Stock Equivalents to be issued and the price and the general terms upon which the Company proposes to issue such Common Stock Equivalents.

(b) Each Purchaser shall have five (5) business days from receipt of the Financing Notice to elect to purchase its Pro Rata Share of such Common Stock Equivalents. Such election shall be provided to the Company in writing prior to the expiration of such five (5) business day period (with any failure of a Purchaser to make such election to the Company in writing within such five (5) business day period to be deemed to be a declination of its right to participate in such Subsequent Private Equity Financing).

(c) Notwithstanding anything to the contrary contained herein or in the Stock Purchase Agreement, it is expressly understood and agreed that the Company shall not, and the Company shall cause each of its subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide each Purchaser with any material, non-public information regarding the Company or any of its subsidiaries unless prior thereto such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential.

(d) The preemptive right under this Section 6 shall terminate upon the date that a Purchaser and its affiliates hold in the aggregate less than 5% of all outstanding Common Stock Equivalents. Notwithstanding the foregoing, in the event that the preemptive right set forth in this Section 6 would prevent or limit the ability of the Company to list its Common Stock on a national securities exchange, including without limitation, the NYSE American, such rights shall be terminated or reformed only to the extent necessary to permit such listing, with such changes being made in the good faith judgment of the Company’s board of directors.

7. Indemnification And Contribution.

(a) In the event of the offer and sale of Registrable Securities under the Securities Act pursuant to this Agreement, the Company agrees to indemnify and hold harmless each Holder of Registrable Securities, its directors, officers, and employees, and agents and each Person, if any, who controls any such Holder within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Holder”), against any loss, claim, damage, liability or expense, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Registrable Securities), to which such Indemnified Holder may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement as originally filed or in any amendment thereof, in any Prospectus, or in any amendment or supplement thereto, or (B) any blue sky application or other document or any amendment or supplement thereto prepared or executed by the Company (or based upon written information furnished by or on behalf of the Company expressly for use in such blue sky application or other document or amendment or supplement) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Registrable Securities under the securities law of any state or other jurisdiction (such application or document being hereinafter called a “Blue Sky Application”);

(ii) the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading; or

(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law.

and agrees to reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Holder in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company (or based upon written information furnished by or on behalf of the Company) relating to a Holder by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein.

(b) Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees, Affiliates and agents and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Registrable Securities), to which the Company may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:

(ii) the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading,

but only with respect to any material misstatements or omissions in the written information relating to such Holder furnished to the Company by or on behalf of such Holder that has been specifically included in a Registration Statement or Prospectus.

(c) Promptly after receipt by an indemnified party (the “Indemnified Party”) under this Section 7 of notice of any claim or the commencement of any action, the Indemnified Party shall, if a claim in respect thereof is to be made against the indemnifying party (the “Indemnifying Party”) under this Section 7, notify the Indemnifying Party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the Indemnifying Party (i) shall not relieve the Indemnifying Party from any liability which it may have under paragraphs (a) or (b) of this Section 7 unless and to the extent the Indemnifying Party did not otherwise learn of such action and such failure results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and (ii) shall not, in any event, relieve it from any liability which it may have to an Indemnified Party other than under paragraphs (a) or (b) of this Section 7. If any such claim or action shall be brought against an Indemnified Party, and it shall notify the Indemnifying Party thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 7 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Holders seeking indemnification under this Section 7 shall have the right to employ a single counsel to represent jointly the Holders and their officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Holders against the Company under this Section 7 if the Holders seeking indemnification shall have been advised by legal counsel that there may be one or more legal defenses available to such Holders and their respective officers, employees and controlling persons that are different from or additional to those available to the Company, and in that event, the fees and expenses of such counsel employed by the Holders shall be paid by the Company.

(d) The Indemnifying Party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by Section 7(c) hereof, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30) days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Indemnified Party is a party, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such action, suit or proceeding.

(e) If the indemnification provided for in this Section 7 shall for any reason be unavailable or insufficient to hold harmless an Indemnified Party under Section 7(a) or 7(b) in respect of any loss, claim, damage or liability (or action in respect thereof) referred to therein, each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action in respect thereof):

(i) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holder on the other in connection with the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), or

(ii) if the allocation provided by Section 7(e)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative fault referred to in Section 7(e)(i) but also the relative benefits received by the Company from the offering and sale of the Registrable Securities on the one hand and a Holder with respect to the sale by such Holder of the Registrable Securities on the other), as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the net proceeds from the offering of the Registrable Securities purchased pursuant to the Stock Purchase Agreement entered into by such Holder (before deducting expenses) received by the Company, on the one hand, bear to the total proceeds received by such Holder with respect to its sale of Registrable Securities on the other. The relative fault of the parties shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or written information furnished to the Company by or on behalf of the Holders specifically for use in a registration statement on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Holder agree that it would not be just and equitable if the amount of contribution pursuant to this Section 7(e) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this subparagraph (e).

The amount paid or payable by an Indemnified Party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7 shall be deemed to include, for purposes of this Section 7, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending or preparing to defend any such action or claim.

No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 7(e) are several and not joint.

(f) The provisions of this Section 7 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling persons referred to in this Section 7, and will survive the sale by a Holder of Registrable Securities.

8. Rule 144A and Rule 144. The Company agrees with each Holder, for so long as any Registrable Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Registrable Securities in connection with any sale thereof and any prospective purchaser of such Registrable Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Registrable Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Registrable Securities pursuant to Rule 144.

9. Miscellaneous.

(a) Remedies. Each Party to this Agreement acknowledges and agrees that any failure by such Party to comply with its obligations hereunder may result in material irreparable injury to the other Parties for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely, and that, in the event of any such failure, in addition to being entitled to exercise all rights provided to it herein or in the Stock Purchase Agreement or granted by law, including recovery of liquidated or other damages, any other Party may obtain such relief as may be required to specifically enforce the failing Party’s obligations hereunder. Each Party further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless the Company has obtained the written consent of a Majority of Holders; provided, however, that with respect to any matter that directly or indirectly adversely affects the rights of a Holder or Holders in a manner different than a manner in which it affects the rights of other Holders (other than as a result of the Holders holding different amounts of Registrable Securities), the Company shall obtain the written consent of such adversely affected Holders. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and does not directly or indirectly adversely affect the rights of other Holders, may be given by a Majority of Holders, determined on the basis of Registrable Securities being sold rather than registered under such Registration Statement.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first class mail (registered or certified, return receipt requested), facsimile transmission, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Transfer Agent; and

(ii) if to the Company, initially at its address set forth in the Stock Purchase Agreement,

with a copy (which shall not constitute notice) to:

Thompson & Knight LLP

811 Main Street, Suite 2500

Houston, TX 77002

Attention: Timothy T. Samson and Stephen W. Grant, Jr.

Email:

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. Except as provided in this Section 9(d) this Agreement, and any rights or obligations of the Holders hereunder, may not be assigned without the prior written consent of the Company; provided, however, that the rights of a Holder to demand registration under Section 2 may be assigned to an Affiliate of such Holder upon (i) advance written notice furnished to the Company stating the of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to all of the terms and conditions set forth in this Agreement.

(e) Counterparts. This Agreement may be executed and delivered in any number of counterparts, including by electronic transmission, and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f) Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in the State of New York, and waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in such courts, and irrevocably submits to the non- exclusive jurisdiction of such courts in any suit, action or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any Person who controls any Holder, in any court of competent jurisdiction.

(g) Common Stock Held by the Company. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

(j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(l) Notification of Transfer Agent. As promptly as practicable after a Prospectus or supplement thereto for resale of the Registrable Securities is ordered effective by the SEC, the Company shall deliver to the transfer agent for such Common Stock (with copies to the Holder whose Common Stock is included in such Prospectus or supplement thereto) confirmation that such Prospectus or supplement thereto has been declared effective by the SEC.

[Signature Page Follows]

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

	COMPANY:

	CONTANGO ORE, INC.


	By:	/s/ Rick Van Nieuwenhuyse
	Name:	Rick Van Nieuwenhuyse
	Title:	President and Chief Executive Officer

	PURCHASER:

	ALASKA FUTURE FUND, LP By: ALASKA FUTURE FUND GP, LLC, its General Partner By: Barings LLC, its Managing Member


	By:	/s/ Patrick O’Hara
	Name:	Patrick O’Hara
	Title:	Managing Director




	Number of
	Shares: 476,190

[Signature Page to Registration Rights Agreement]

Annex A
CONTANGO ORE, INC.

FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

The undersigned beneficial holder of securities of Contango ORE, Inc. (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of June 17, 2021 (the “Registration Rights Agreement”), between the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement.

Each beneficial holder of Registrable Securities (each a “beneficial owner”), is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a Selling Securityholder (defined below) in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as Selling Securityholder s in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Registration Statement.

Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.

A-1

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) pursuant to the Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it, he or she will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company’s directors and officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain losses arising in connection with statements concerning the undersigned made, with the approval of the undersigned, not to be unreasonably withheld, in the Company’s Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.

If the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item 3 below after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement, and the Company will require such transferree(s) to execute a questionnaire and such other documentation to ensure compliance with applicable law and regulations.

A-2

QUESTIONNAIRE

Please respond to every item, even if your response is “none.” If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the following questions.

If you have any questions about the contents of this Questionnaire or as to who should complete this Questionnaire, please contact Ms. Leah Gaines of the Company at telephone number:

(713) 877-1311

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

1.	Your Identity and Background as the Beneficial Owner of the Registrable Securities.

(a) Your full legal name:

________________________________________________________________________________________________________________________

(b) Your business address (including street address) (or residence if no business address), telephone number, facsimile number and email:

Address:

___________________________________________________________________________________________

Telephone No.:

___________________________________________________________________________________________

Email:

___________________________________________________________________________________________

Fax No.:

___________________________________________________________________________________________

(c)

Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act?

☐ Yes.

☐ No.

(d)

If your response to Item 1(c) above is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the Exchange Act?

☐ Yes.

☐ No.

For the purposes of this Item 1(d), an “affiliate” of a registered broker-dealer includes any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and does not include any individuals employed by such broker-dealer or its affiliates.

A-3

(e)

Full legal name of person through which you hold the Registrable Securities — (i.e., name of your broker or the DTC participant, if applicable, through which your Registrable Securities are held):

Name of

Broker:

___________________________________________________________________________________________

DTC No.

___________________________________________________________________________________________

Contact Person.:

___________________________________________________________________________________________

Telephone No.:

___________________________________________________________________________________________

Email:

___________________________________________________________________________________________

2.	Your Relationship with the Company.

(a)

Have you or any of your affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) held any position or office or have you had any other material relationship with the Company (or its predecessors or affiliates) within the past three years?

☐ Yes.

☐ No.

(b) If your response to Item 2(a) above is yes, please state the nature and duration of your relationship with the Company:

________________________________________________________________________________________________________________________

3.	Your Interest in the Registrable Securities.

(a) State the type and amount of Registrable Securities beneficially owned by you:

________________________________________________________________________________________________________________________

State the CUSIP No(s). of such Registrable Securities beneficially owned by you:

________________________________________________________________________________________________________________________

(b)

Other than as set forth in your response to Item 3(a) above, do you beneficially own any other securities of the Company?

☐ Yes.

☐ No.

(c)

If your answer to Item 3(b) above is yes, state the type, the aggregate amount and CUSIP No. of such other securities of the Company beneficially owned by you:

Type:

___________________________________________________________________________________________

Aggregate

Amount:

___________________________________________________________________________________________

CUSIP NO.

___________________________________________________________________________________________

A-4

(d)

Did you acquire the securities listed in Item 3(a) above in the ordinary course of business?

☐ Yes.

☐ No.

(e)

At the time of your purchase of the securities listed in Item 3(a) above, did you have any agreements or understandings, direct or indirect, with any person to distribute the securities?

☐ Yes.

☐ No.

If your response to Item 3(e) above is yes, please describe such agreements or understandings:

________________________________________________________________________________________________________________________

4.	Nature of your Beneficial Ownership.

(a)

Check if the beneficial owner set forth in your response to Item 1(a) is any of the below:

(i)

A reporting company under the Exchange Act. *

(ii)

A majority owned subsidiary of a reporting company under the Exchange Act.

(iii)

A registered investment fund under the Investment Act of 1940.

(b)

If the beneficial owner of the Registrable Securities set forth in your response to Item 1(a) above is a limited partnership, state the names of the general partners of such limited partnership:

________________________________________________________________________________________________________________________

(i) With respect to each general partner listed in Item 4(b) above who is not a natural person and is not publicly-held, name each shareholder (or holder of partnership interests, if applicable) of such general partner. If any of these named shareholders are not natural persons or publicly-held entities, please provide the same information. This process should be repeated until you reach natural persons or a publicly-held entity.

________________________________________________________________________________________________________________________

A-5

(c)

Name your controlling shareholder(s) (the “Controlling Entity”). If the Controlling Entity is not a natural person and is not a publicly-held entity, name each shareholder of such Controlling Entity. If any of these named shareholders are not natural persons or publicly-held entities, please provide the same information. This process should be repeated until you reach natural persons or a publicly-held entity.

(i) (A) Full legal name of Controlling Entity(ies) or natural person(s) who have sole or shared voting or dispositive power over the Registrable Securities:

________________________________________________________________________________________________________________________

(B) Business address (including street address) (or residence if no business address), telephone number, facsimile number and email address of such person(s):

Address:

___________________________________________________________________________________________

Telephone No.:

___________________________________________________________________________________________

Fax No.:

___________________________________________________________________________________________

Email:

___________________________________________________________________________________________

________________________________________________________________________________________________________________________

(ii) (A) Full legal name of Controlling Entity(ies):

________________________________________________________________________________________________________________________

(B) Business address (including street address) (or residence if no business address), telephone number, facsimile number and email address of such person(s):

Address:

___________________________________________________________________________________________

Telephone No.:

___________________________________________________________________________________________

Fax No.:

___________________________________________________________________________________________

Email:

___________________________________________________________________________________________

(iii) Name of shareholders:

________________________________________________________________________________________________________________________

A-6

5.	Short Positions

(A) Do you have an existing short position in the equity securities of the Company?

☐ Yes.

☐ No.

(B) If the answer to (A) is “Yes,” please describe the equity securities involved and the size of the short position.

________________________________________________________________________________________________________________________

(C) If the answer to (A) is “Yes” and the short position was created prior to the registration of the Registrable Securities, the short position may not be closed out with any Registrable Securities you own.

6.	Plan of Distribution.

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions in accordance with the Registration Rights Agreement. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions other than on such exchanges or services or in the over-the-counter market. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate the Registrable Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the Selling Securityholder for purposes of the prospectus.

State any exceptions here:

________________________________________________________________________________________________________________________

A-7

Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company.

The undersigned acknowledges its, his or her obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it, he, she nor any person acting on its, his or her behalf will engage in any transaction in violation of such provisions.

The undersigned beneficial owner and Selling Securityholder hereby acknowledges its, his or her obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the undersigned beneficial owner and Selling Securityholder against certain liabilities.

In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing to the undersigned at the address set forth in Item 1(b) of this Notice and Questionnaire.

By signing below, the undersigned acknowledges that it, he or she is the beneficial owner of the Registrable Securities set forth herein, consents to the disclosure of the information contained in this Notice and Questionnaire and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

Once this Notice and Questionnaire is executed by the undersigned beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York, without giving effect to rules governing the conflict of laws.

A-8

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	FOR INDIVIDUALS*


	[Signature of Selling Securityholder]


	[Print full name of Selling Securityholder]


	FOR ENTITIES


	[Print full name of selling stockholder]


	By:
		Name:
		Title:
	[Print full name and title of authorized agent [and attach evidence of authority to act as such]]

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE
AND QUESTIONNAIRE TO CONTANGO ORE, INC. AS FOLLOWS:

Contango ORE, Inc.

3700 Buffalo Speedway, Suite 925

Houston, Texas 77098

Attention: Leah Gaines

Facsimile: 713-621-7329
Email:

STOCK PURCHASE AGREEMENT

dated as of June 14, 2021

among

CONTANGO ORE, INC.

and

THE PURCHASER(S) NAMED HEREIN

TABLE OF CONTENTS

1.	Agreement to Purchase Common Stock		1

2.	Closing		1

	2.1	Closing Mechanics	1
	2.2	Closing Deliverables	1

3.	Purchasers’ Representations and Warranties		3

	3.1	Investment Intent	3
	3.2	Access to Information	3
	3.3	Investor Qualification; Economic Loss and Sophistication	3
	3.4	Knowledge and Experience	4
	3.5	Suitability	4
	3.6	Non-Registered Securities	4
	3.7	Section 13 and Section 16 Compliance	4
	3.8	Truth and Accuracy	5
	3.9	Due Formation; Good Standing; Authorization	5
	3.10	No Violation	5
	3.11	Enforceability	5
	3.12	Reliance on Own Advisers	5
	3.13	High Degree of Risk	6
	3.14	Brokers or Finders	6
	3.15	Short Sales	6
	3.16	State and Foreign Securities Laws; Other Relevant Laws	6
	3.17	Investment Company Act	6
	3.18	ERISA	7
	3.19	Anti-Terrorism Representations	7
	3.20	Anti-Money Laundering Representations	7
	3.21	Counsel to the Issuer Does Not Represent Purchaser	8

4.	Issuer’s Representations and Warranties		8

	4.1	Corporate Existence; Authority	9
	4.2	Enforceability	9
	4.3	The Common Stock	9
	4.4	Capitalization and Other Capital Stock Matters	10
	4.5	Financial Statements and SEC Documents	10
	4.6	Litigation	11
	4.7	No Material Adverse Change	11
	4.8	Environmental Matters	11
	4.9	Compliance with Laws, Other Instruments	12
	4.10	Regulatory Permits	12
	4.11	Observance of Agreements, Statutes and Orders	12
	4.12	Private Placement; Investment Issuer	13
	4.13	Listing and Maintenance Requirements	13
	4.14	Registration Rights	13
	4.15	Internal Accounting Controls	13
	4.16	Sarbanes-Oxley Act	13
	4.17	No General Solicitation	13
	4.18	Brokers or Finders	14

5.	Conditions of Purchasers’ Obligations at Closing		14

	5.1	Representations and Warranties	14
	5.2	Performance	14
	5.3	Proceedings and Documents	14
	5.4	Delivery	14
	5.5	Consents, Permits, and Waivers	14

6.	Conditions of the Issuer’s Obligations at Closing		14

	6.1	Representations and Warranties	14
	6.2	Payment of Purchase Price	15
	6.3	Delivery	15
	6.4	Qualifications	15

7.	Restrictions on Transfer		15

	7.1	Resale Restrictions	15
	7.2	Common Stock Restrictive Legend	15
	7.3	Illiquid Investment	16
	7.4	Removal of Legends	16
	7.5	Furnishing of Information	16
	7.6	Integration	16
	7.7	Securities Laws Disclosure; Publicity	17

8.	Indemnification		17

	8.1	Indemnification by Issuer	17
	8.2	Indemnification by Purchasers	18
	8.3	Claims for Indemnification	18

9.	Notices		20

10.	Reliance		20

11.	Termination		20

12.	Miscellaneous		21

	12.1	Survival	21
	12.2	Assignment	21
	12.3	Execution and Delivery of Agreement	21
	12.4	Gender; Headings; “Including”	22
	12.5	Severability	22
	12.6	Entire Agreement	22
	12.7	Waiver and Amendment	22
	12.8	Counterparts	22
	12.9	Governing Law; Waiver of Trial By Jury	22
	12.10	Attorneys’ Fees	23
	12.11	Recapitalization, Exchanges, Etc. Affecting the Common Stock	23

iii

Exhibits

A	Form of Registration Rights Agreement

B	Transfer Agent Instructions

C	Investor Certification

Schedules

1	Names of Purchasers

2	Capitalization and Other Capital Stock Matters

3	Financial Statements and SEC Documents

4	Litigation

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 14, 2021, by and between Contango ORE, Inc., a Delaware corporation (the “Issuer”), and the person(s) listed on Schedule 1 attached to this Agreement (each a “Purchaser” and, if more than one, collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 promulgated thereunder, the Issuer desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Issuer, certain shares of common stock of the Issuer, par value $0.01 (the “Common Stock”), all in accordance with the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties hereto hereby agree as follows:

1. Agreement to Purchase Common Stock. Subject to the terms and conditions hereinafter set forth in this Agreement, each Purchaser hereby agrees severally and not jointly to purchase at the Closing, and the Issuer agrees to sell and issue to each Purchaser at the Closing at a price of $21.00 per share, the number of shares of Common Stock shown opposite such Purchaser’s name on Schedule 1, for an aggregate purchase price (the “Purchase Price”) to be paid by such Purchaser in the amount shown opposite such Purchaser’s name on Schedule 1. The shares of Common Stock purchased pursuant to this Agreement are collectively referred to herein as the “Purchased Shares”. The aggregate number of Purchased Shares sold hereunder shall not exceed 476,190.

2. Closing.

2.1 Closing Mechanics. Subject to the satisfaction or waiver by the applicable party of the conditions set forth in Section 5 and Section 6 of this Agreement, the purchase and sale of the Purchased Shares shall take place at a closing (the “Closing”) to be held at the offices of the Issuer at 3700 Buffalo Speedway, Suite 925, Houston, TX 77098, at 9:00 a.m. (local time), on such date or at such other time or such other date or at such other place as the Issuer and the Purchasers may agree (the day on which the Closing takes place, the “Closing Date”).

2.2 Closing Deliverables.

(a) On or prior to the Closing Date, the Issuer shall deliver or cause to be delivered to each Purchaser, the following:

(i) this Agreement duly executed by the Issuer;

(ii) a copy of the Registration Rights Agreement, substantially in the form of Exhibit A dated as of the Closing Date (the “Registration Rights Agreement”, and together with this Agreement, the “Transaction Documents”) and executed by the Issuer;

(iii) a legal opinion of Thompson & Knight LLP in form and substance reasonably acceptable to the Purchasers;

(iv) a copy of the Issuer’s irrevocable instructions to Computershare Trust Company, N.A. (or any successor transfer agent for the Issuer, the “Transfer Agent” ) instructing the Transfer Agent to (A) if physical certificates are required by a Purchaser, deliver, on an expedited basis, one or more stock certificates or (B) if physical certificates are not required by a Purchaser, make a book-entry record through the facilities of DTC, in each case free and clear of all restrictive and other legends (except as expressly provided herein) and evidencing such number of Purchased Shares set forth for such Purchaser on Schedule 1, registered in the name of such Purchaser;

(v) duly executed Irrevocable Transfer Agent Instructions, in the form of Exhibit B, (the “Transfer Agent Instructions”) executed by the Issuer and delivered to and acknowledged in writing by the Transfer Agent;

(vi) a certificate from the Issuer’s Secretary or Assistant Secretary having attached thereto (A) the Certificate of Incorporation of the Issuer as in effect at the time of the Closing, (B) the Issuer’s Bylaws as in effect at the time of the Closing, (C) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, and (D) good standing certificates or their jurisdictional equivalents (including tax good standing) with respect to the Issuer and each Significant Subsidiary (as defined below) from the applicable authorities in Delaware, Texas and Alaska; and

(vii) the Issuer shall have provided each Purchaser with the Issuer’s wire instructions, on Issuer letterhead and executed by the Chief Executive Officer or Chief Financial Officer.

(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Issuer, the following:

(i) this Agreement duly executed by such Purchaser;

(ii) a copy of the Registration Rights Agreement executed by such Purchaser;

(iii) an Investor Certification substantially in the form of Exhibit C (the “Investor Certification”) completed and executed by such Purchaser; and

(iv) payment of the Purchase Price for the Purchased Shares that such Purchaser is purchasing by wire transfer of immediately available funds to an account of the Issuer designated in writing by the Issuer to such Purchaser, which designation shall be delivered to Purchaser at least one (1) business day prior to the Closing.

3. Purchasers’ Representations and Warranties. Each Purchaser hereby represents and warrants to the Issuer, severally and not jointly, that:

3.1 Investment Intent. Such Purchaser is acquiring the Purchased Shares solely for the Purchaser’s own account for investment purposes, and not with a view to, or for offer or sale in connection with, any distribution of the Purchased Shares in violation of the Securities Act of 1933, as amended (the “Securities Act”). By such representation, such Purchaser means that no other person has a beneficial interest in the Purchased Shares, and that no other person has furnished or will furnish directly or indirectly any part of or guarantee the payment of any part of the consideration to be paid by such Purchaser to the Issuer in connection therewith. Such Purchaser does not intend to dispose of all or any part of the Purchased Shares except in compliance with the provisions of the Securities Act and applicable state securities laws, and understands that the Purchased Shares are being offered pursuant to one or more specific exemptions under the provisions of the Securities Act, which exemptions depend, among other things, upon compliance with the provisions of the Securities Act.

3.2 Access to Information. Such Purchaser acknowledges and agrees that:

(a) the Issuer has provided or made available to Purchaser (through EDGAR, the Issuer’s website or otherwise) (i) the Issuer’s annual report on Form 10-K for the fiscal year ended June 30, 2020 (the “Annual Report”), (ii) the Issuer’s Definitive Proxy Statement on Schedule 14A filed on November 9, 2020 (the “Proxy Statement”), (iii) the Issuer’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed on or prior to the date of this Agreement, (including the Annual Report and the Proxy Statement, the “SEC Reports”) (iv) all press releases or investor presentations issued by the Issuer on or prior to the date of this Agreement that are included in a filing by the Issuer on Form 8-K or clearly posted on the Issuer’s website, (v) the Private Placement Memorandum dated June 14, 2021 (the “Private Placement Memorandum”) regarding the Purchased Shares and the Issuer, as amended or supplemented on or prior to the date hereof, and (vi) this Agreement and any other written materials furnished or made available to Purchaser by or on behalf of the Issuer and related to the purchase of the Purchased Shares, on or prior to the date hereof ((i) through (vi), collectively, the “Offering Materials”); and

(b) Purchaser or its representative(s) has been afforded the opportunity to ask questions of the Issuer and its management. If desired, the Purchaser has been afforded the opportunity to ask management of the Issuer for such additional information concerning the business, management and financial affairs of the Issuer as the Purchaser has deemed necessary or appropriate in evaluating an investment in the Issuer and determining whether or not to purchase the Purchased Shares. Purchaser has had the opportunity to obtain any additional information that the Issuer possesses or can acquire without unreasonable effort or expense necessary to evaluate the merits and income tax consequences of the investment.

3.3 Investor Qualification; Economic Loss and Sophistication. Such Purchaser represents and warrants to the Issuer that (a) it, he or she is (i) a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act, or (ii) an “institutional accredited investor” within the meaning of Regulation D promulgated under the Securities Act, or, (iii) if the Purchased Shares are to be purchased for one of more accounts (“investor accounts”) for which such Purchaser is acting as fiduciary or agent, each such investor account is such an investor on a like basis; (b) such Purchaser has completed the Investor Certification, and all acknowledgements made by such Purchaser in the Investor Certification are incorporated by reference into this Agreement and are true and correct in all respects on and as of the date hereof; (c) in the normal course of such Purchaser’s business, such Purchaser invests in or purchases securities similar to the Purchased Shares and such Purchaser has such knowledge, sophistication and experience in financial and business matters that it, he or she is capable of evaluating the merits and risks of purchasing the Purchased Shares; and (d) such Purchaser is aware that it, he or she (or any investor account) may be required to bear the economic risk of an investment in the Purchased Shares for an indefinite period of time and such Purchaser (or such account) is able to bear the economic risks of this investment, and consequently, without limiting the generality of the foregoing, Purchaser is able to hold the Purchased Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of all or a portion of its investment in the Purchased Shares in the event such loss should occur.

3.4 Knowledge and Experience. Such Purchaser is experienced in evaluating and investing in the securities of businesses in the development stage, and has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchased Shares.

3.5 Suitability. Such Purchaser has carefully considered, and has, to the extent such Purchaser deems it necessary, discussed with such Purchaser’s own professional legal, tax and financial advisers the suitability of an investment in the Purchased Shares for such Purchaser’s particular tax and financial situation, and such Purchaser has determined that the Purchased Shares are a suitable investment for such Purchaser.

3.6 Non-Registered Securities. Such Purchaser understands that (a) the Purchased Shares (i) have not been registered under the Securities Act or any state securities laws, (ii) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act, and (iii) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (b) such Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered or exempted under the Securities Act and applicable state securities laws. In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Securities and Exchange Commission promulgated under the Securities Act.

3.7 Section 13 and Section 16 Compliance. Such Purchaser understands and acknowledges that ownership of Common Stock in certain amounts may subject the Purchaser to reporting and other informational requirements imposed by Section 13 and Section 16 of the Exchange Act. In addition, without limiting the generality of the foregoing, Section 16(b) of the Exchange Act imposes liability on company “insiders” for realizing short-swing profits relating to the Issuer’s securities. Such Purchaser is responsible for any and all filing requirements under Section 13 and Section 16 of the Exchange Act. The Issuer cannot advise the Purchaser regarding, nor is the Issuer responsible for, any Purchaser filing requirements under Section 13 and Section 16 of the Exchange Act. Purchaser is urged to seek the advice of counsel with respect to the application of Section 13 and Section 16 of the Exchange Act to such Purchaser’s particular situation as well as any other consequences arising under U.S. federal or state securities laws or under the laws of any foreign jurisdiction.

3.8 Truth and Accuracy. Such Purchaser understands and acknowledges that the Purchased Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws, and that the Issuer is relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth in this Agreement in (a) concluding that the issuance and sale of the Purchased Shares is a “private offering” and, as such, is exempt from the registration requirements of the Securities Act, and (b) determining the applicability of such exemptions and the suitability of such Purchaser to purchase the Purchased Shares.

3.9 Due Formation; Good Standing; Authorization. Such Purchaser or the individual(s) executing and delivering this Agreement on behalf of such Purchaser, has all necessary power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance by such Purchaser of this Agreement has been duly authorized by all necessary action on the part of such Purchaser. Upon the execution and delivery of this Agreement by such Purchaser or individual on behalf of such Purchaser, this Agreement will be a valid and binding obligation of such Purchaser. If such Purchaser is an entity, such Purchaser has been duly organized and is validly existing and in good standing under the laws of the jurisdiction in which it was organized, and was not formed for the specific purpose of acquiring the Purchased Shares. No authorization, consent or approval is required to be obtained by Purchaser from any governmental authority or agency or other official body in any relevant jurisdiction in connection with the execution or delivery of this Agreement by Purchaser or the performance by Purchaser of its obligations under this Agreement.

3.10 No Violation. If such Purchaser is an entity, the execution and delivery of this Agreement and the consummation of the transactions and performance of the terms and obligations contemplated by this Agreement do not and will not violate any term of such Purchaser’s organizational documents or any material agreements to which such Purchaser is a party, to which Purchaser’s property is subject or by which it is otherwise bound, or any statute, rule or regulation (federal, state, local or foreign) to which it is subject.

3.11 Enforceability. Such Purchaser has duly executed and delivered this Agreement and (subject to its execution by the Issuer) it constitutes a valid and binding agreement of such Purchaser enforceable in accordance with its terms against such Purchaser, except as limited (a) by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable law.

3.12 Reliance on Own Advisers. In connection with such Purchaser’s investment in the Purchased Shares, such Purchaser has not relied upon the Issuer or its advisers for legal or tax advice. Such Purchaser has sought accounting, legal and tax advice from its own advisers as such Purchaser has considered necessary to make an informed investment decision with respect to its investment in the Purchased Shares.

3.13 High Degree of Risk. Such Purchaser has been advised and understands that the purchase of the Purchased Shares involves a high degree of risk and uncertainty. Such Purchaser has read and understands the risk factors under the heading “Risk Factors” set forth in the Offering Materials.

3.14 Brokers or Finders. Such Purchaser has not dealt with any broker or finder in connection with the transactions contemplated by the Agreement, and has not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the transactions contemplated by the Agreement. Such Purchaser agrees that it will indemnify and hold harmless the Issuer from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by such Purchaser in connection with the purchase of the Purchased Shares or the consummation of the transactions contemplated by this Agreement.

3.15 Short Sales. As of the date of this Agreement, such Purchaser and its affiliates do not have, to such Purchaser’s knowledge, and during the 30-day period prior to the date of this Agreement such Purchaser and its affiliates, to Purchaser’s knowledge, have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock of the Issuer.

3.16 State and Foreign Securities Laws; Other Relevant Laws. Purchaser represents that it meets any additional or different suitability standards imposed by the securities and other laws of the jurisdiction of Purchaser’s principal place of business, residence or domicile applicable to or required in connection with an investment in the Purchased Shares.

3.17 Investment Company Act. Purchaser understands and acknowledges that the Issuer is not registered as, and does not have any obligation or intention to register as, an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Purchaser, if it is a private investment company or a non-U.S. investment company exempt from registration under the Investment Company Act pursuant to Section 3(c)(1) or 3(c)(7) thereunder, is not structured or operated for the purpose or as a means of circumventing the provisions of the Investment Company Act.

3.18 ERISA. Except as otherwise specifically disclosed by Purchaser to the Issuer, Purchaser is not a Benefit Plan Investor (as defined below). If Purchaser is a Benefit Plan Investor, the purchase and holding of the Purchased Shares by Purchaser will not result in a prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), for which an exemption is not available. If Purchaser is a Benefit Plan Investor, it acknowledges that Purchaser has evaluated for itself the merits of an investment in the Issuer, and it has not solicited and has not received from the Issuer, its affiliates, or any director, officer, partner, member, manager, employee or agent of the Issuer or such affiliate, any evaluation or other investment advice on any basis in respect of the advisability of a purchase of the Purchased Shares in light of the plan’s assets, cash needs, investment policies or strategy, overall portfolio composition or plan for diversification of assets and it is not relying and has not relied on the Issuer, any of its affiliates, or any director, officer, partner, member, manager, employee or agent of the Issuer or any such affiliate, for any such advice. If Purchaser is a Benefit Plan Investor, the trustee or other plan fiduciary directing the investment (a) in making the proposed investment, is aware of and has taken into consideration the diversification requirements of Section 404(a)(1)(C) of ERISA and (b) has concluded that the proposed investment in the Issuer is permissible under the documents governing the plan and the fiduciary, is prudent and is consistent with other applicable fiduciary responsibilities under ERISA. If Purchaser is an individual retirement account or an employee benefit plan not subject to Title I of ERISA, such as a governmental or church plan, the owner of the individual retirement account or other fiduciary directing the investment of the plan has concluded that the proposed investment in the Issuer is permissible under the documents and applicable law governing the account or the plan and the fiduciary, is prudent and is consistent with its other fiduciary responsibilities, if any. For purposes hereof, a “Benefit Plan Investor” is (i) an employee benefit plan subject to Part 4 of Subtitle B of Title I of ERISA, (ii) any plan to which Section 4975 of the Code applies, or (iii) an entity whose underlying assets include plan assets (within the meaning of Section 3(42) of ERISA) by reason of a plan’s investment in the entity.

3.19 Anti-Terrorism Representations. Neither Purchaser, nor any of its beneficial owners, appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury or in the Annex to United States Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, nor are they otherwise a prohibited party under the laws of the United States. Purchaser further represents that the monies used to fund the purchase of the Purchased Shares are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country under a U.S. embargo enforced by the Office of Foreign Assets Control.

3.20 Anti-Money Laundering Representations.

(a) Purchaser does not know or have any reason to suspect that (i) the monies used to fund Purchaser’s purchase of the Purchased Shares have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, or (ii) the proceeds from Purchaser’s investment in the Purchased Shares will be used to finance any illegal or illegitimate activities. Purchaser (A) has conducted thorough due diligence with respect to all of its beneficial owners, (B) has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds and (C) will retain evidence of any such identities, any such source of funds and any such due diligence. Purchaser understands and agrees that, notwithstanding anything to the contrary contained in any document, if, following Purchaser’s purchase of the Purchased Shares, the Issuer reasonably believes that any aspect of a transaction with Purchaser (whether by virtue of Purchaser holding the Purchased Shares or otherwise) will be in contravention of United States federal, state, international or other laws or regulations, including anti-money laundering laws, the Issuer may be obligated to “freeze the account” of Purchaser, including prohibiting any distributions with respect to the Purchased Shares. In addition, in any such event, Purchaser may be forced to withdraw from the Issuer or may otherwise be subject to the remedies required by law, and, to the fullest extent permitted by applicable law, Purchaser shall have no claim against any person for any form of damages as a result of any of the actions described in this paragraph.

(b) Purchaser agrees to execute instruments, provide information, or perform any other acts as may reasonably be requested by the Issuer or an authorized representative of the Issuer, for the purpose of: (i) carrying out due diligence as may be required by applicable law to establish and verify Purchaser’s identity and source of funds, as well as those of any of Purchaser’s beneficial owner(s) and of any of Purchaser’s investors, partners, members, managers, directors, officers, beneficiaries or grantors and beneficial owner(s) of such investors, partners, members, managers, directors, officers, beneficiaries or grantors, as applicable; (ii) maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (iii) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering statutes, regulations or conventions applicable to the Issuer (including the use of “truth technologies” such as World-Check, to verify any such information).

(c) None of Purchaser, any person controlling or controlled by Purchaser, any person having a beneficial interest in Purchaser or any person for whom Purchaser is acting as agent or nominee in connection with the Purchased Shares is: (i) a senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government owned corporation (“SFPF”); (ii) an immediate family member of any SFPF; (iii) a person who is widely or publicly known (or should be known by Purchaser) to maintain a close personal relationship with any SFPF; or (iv) a person that has been formed by or for the benefit of any SFPF.

(d) In the event that Purchaser is a non-U.S. banking institution (a “Non-U.S. Bank”) or receives deposits from, makes payments to or conducts transactions relating to, a Non-U.S. Bank in connection with Purchaser’s investment in the Issuer, such Non-U.S. Bank: (i) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorized to conduct banking activities; (ii) employs one or more individuals on a full-time basis; (iii) maintains operating records related to its banking activities; (iv) is subject to inspection by the banking authority that licensed it to conduct banking activities; and (v) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.

3.21 Counsel to the Issuer Does Not Represent Purchaser. Purchaser understands and acknowledges that Thompson & Knight LLP represents only the Issuer, and not Purchaser, in connection with the issuance and sale of the Purchased Shares.

4. Issuer’s Representations and Warranties. The Issuer hereby represents and warrants to each Purchaser that:

4.1 Corporate Existence; Authority. The Issuer and each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X of the Securities Act) (a “Significant Subsidiary”) of which the Issuer owns, directly or indirectly, an interest, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and it has all requisite power and authority to carry on its business as it is being conducted. The individual executing and delivering this Agreement on behalf of the Issuer has been duly authorized to execute and deliver this Agreement on behalf of the Issuer, and the signature of such individual is binding upon the Issuer. The Issuer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Issuer and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Issuer and no further consent or action is required by the Issuer, its Board of Directors or its stockholders. The Issuer is not in violation of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. The Issuer and each Significant Subsidiary is duly qualified to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (a) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (b) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Issuer, or (c) a material adverse effect on the Issuer’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (a), (b) or (c), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

4.2 Enforceability. The Issuer has duly executed and delivered this Agreement and (subject to its execution by the Purchasers) it constitutes a valid and binding agreement of the Issuer enforceable in accordance with its terms against the Issuer, except as limited by (a) general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable law.

4.3 The Common Stock. All of the outstanding shares of Common Stock of the Issuer have been duly and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. The Common Stock to be sold pursuant to this Agreement has been duly authorized, reserved for issuance and, when issued and delivered to the Purchaser against payment therefor as provided by this Agreement will be validly issued, fully paid and non-assessable, free and clear of all liens or encumbrances, and the issuance of such Common Stock will not be subject to any preemptive or similar rights.

4.4 Capitalization and Other Capital Stock Matters. The authorized capital stock of the Issuer is as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2021. Except as disclosed in the SEC Reports and as set forth on Schedule 2 attached hereto and incorporated herein by reference, the Issuer has not issued any other options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or entered into any agreement giving any person any right to subscribe for or acquire, any shares of its capital stock. Except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Issuer (or in any agreement providing rights to security holders), and the issuance and sale of the Purchased Shares hereunder will not obligate the Issuer to issue shares of Common Stock or other securities to any person or result in a right of any holder of securities to adjust the exercise, conversion, exchange or reset price under such securities. There are no outstanding securities or instruments of the Issuer or any Significant Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Issuer or any Significant Subsidiary is or may become bound to redeem a security of the Issuer or any Significant Subsidiary. The Purchased Shares conform in all material respects to the description thereof contained in the Offering Materials. To the knowledge of the Issuer, except as disclosed in the SEC Reports filed prior to the date hereof and any Schedules 13D or 13G filed with the SEC pursuant to Rule 13d-1 of the Exchange Act by reporting persons, no person or group of related persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Issuer, beneficial ownership of in excess of 5% of the outstanding Common Stock.

4.5 Financial Statements and SEC Documents. The Issuer has made available the Annual Report and the Proxy Statement to such Purchaser. As of the date hereof and as of their respective dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the SEC Reports filed by the Issuer complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) by the Issuer, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Issuer is a party or to which the property or assets of the Issuer are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC. Except as set forth in SEC Reports filed prior to the date hereof and as set forth on Schedule 3 attached hereto and incorporated by reference, the Issuer has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. The financial statements of the Issuer incorporated by reference in the SEC Reports and the Private Placement Memorandum present fairly the consolidated financial position of the Issuer in accordance with generally accepted accounting principles as of and at the dates indicated and present fairly the results of operations and cash flow of the Issuer of and at the dates indicated. Such financial statements of the Issuer have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing).

4.6 Litigation. Except as set forth on Schedule 4 attached hereto and incorporated herein by reference or as otherwise disclosed in the SEC Reports and the Offering Materials, there is no Proceeding or other legal, administrative or governmental proceeding pending or, to the knowledge of the Issuer, threatened against or relating to the Issuer or its properties or business, that if determined adversely to the Issuer may reasonably be expected to have a Material Adverse Effect.

4.7 No Material Adverse Change. Since the date of the Annual Report, (a) there has not been any material adverse change in the business, operations, properties, assets, or condition of the Issuer, and, to the Issuer’s knowledge, any Significant Subsidiary, and to the Issuer’s knowledge, no event has occurred or circumstance exists that may result in such a material adverse change, and (b) the Issuer has not incurred any material liabilities other than (i) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (ii) liabilities not required to be reflected in the Issuer’s financial statements pursuant to generally accepted accounting principles or required to be disclosed in filings made with the SEC. The Issuer is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the applicable Closing, will not be Insolvent (as defined below). “Insolvent” means (i) the present fair saleable value of the Issuer’s assets is less than the amount required to pay the Issuer’s total indebtedness, (ii) the Issuer is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Issuer intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Issuer has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

4.8 Environmental Matters.

(a) Except as otherwise disclosed in the Annual Report or Private Placement Memorandum or as would not be reasonably likely to have a Material Adverse Effect: (i) to the Issuer’s knowledge, the Issuer has complied with all applicable Environmental Laws (as defined in Section 4.8(b)); (ii) to the Issuer’s knowledge, the Issuer is not subject to liability for any Hazardous Substance disposal or contamination on any third party property; (iii) to the Issuer’s knowledge, the Issuer has not been associated with any release or threat of release of any Hazardous Substance; (iv) the Issuer has not received any notice, demand, letter, claim or request for information alleging that the Issuer may be in violation of or liable under any Environmental Law; (v) the Issuer is not subject to any orders, decrees, injunctions or other arrangements with any governmental entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (vi) there are no circumstances or conditions involving the Issuer that could reasonably be expected to result in any claims, liability, investigations, costs or restrictions on the ownership, use or transfer of any property of the Issuer pursuant to any Environmental Law.

(b) For purposes of this Agreement, the term “Environmental Law” means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement relating to: (i) the protection, investigation or restoration of the environment, health and safety, or natural resources, (ii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (iii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

(c) For purposes of this Agreement, the term “Hazardous Substance” means any substance that is: (i) listed, classified or regulated pursuant to any Environmental Law; (ii) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon; or (iii) any other substance which is the subject of regulatory action by any governmental entity pursuant to any Environmental Law.

4.9 Compliance with Laws, Other Instruments. The execution, delivery and performance by the Issuer of the Transaction Documents will not (a) contravene, result in any breach of, or constitute a default under or result in the creation of any lien in respect of any property of the Issuer or any Significant Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or bylaws, or any other material agreement or instrument to which the Issuer is bound or by which the Issuer or any of its respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to the Issuer or any Significant Subsidiary, or by which any property or asset of the Issuer or any Significant Subsidiary is bound or affected, (c) violate any provision of any statute or other rule or regulation of any governmental authority applicable to the Issuer, or (d) conflict with or violate any provision of the Issuer’s certificate or articles of incorporation, bylaws or other organizational or charter documents; except in the case of subsections (a) and (b) as would not be reasonably likely to have a Material Adverse Effect. Other than in connection or in compliance with the provisions of the Securities Act, no notice to, filing with, exemption or review by, or authorization, consent, approval of, any governmental authority is necessary for the consummation of the transactions contemplated by the Transaction Documents.

4.10 Regulatory Permits. The Issuer and the Significant Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Issuer nor any Significant Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

4.11 Observance of Agreements, Statutes and Orders. The Issuer is not in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or governmental authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any governmental authority which default or violation could have a Material Adverse Effect.

4.12 Private Placement; Investment Issuer. Neither the Issuer nor any of its affiliates nor, any person acting on the Issuer’s behalf has, directly or indirectly, at any time within the past six months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (a) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Issuer of the Purchased Shares as contemplated hereby or (b) cause the offering of the Purchased Shares pursuant to the Transaction Documents to be integrated with prior offerings by the Issuer for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any of whichever of the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question (the “Trading Market”). Assuming the accuracy of the representations and warranties of the Purchasers set forth in Article III, no registration under the Securities Act is required for the offer and sale of the Purchased Shares by the Issuer to the Purchasers as contemplated hereby. The sale and issuance of the Purchased Shares hereunder does not contravene the rules and regulations of any trading market on which the Common Stock is listed or quoted. The Issuer is not required to be registered as, and is not an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.13 Listing and Maintenance Requirements. The Issuer has not, in the twelve months preceding the date hereof, received notice (written or oral) from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Issuer is not in compliance with the listing or maintenance requirements of such Trading Market. The Issuer is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

4.14 Registration Rights. Except for the Registration Rights Agreement or as otherwise disclosed in the SEC Reports, the Issuer has not granted or agreed to grant to any person any rights (including “piggy-back” registration rights) to have any securities of the Issuer registered with the SEC or any other governmental authority that have not expired or been satisfied or waived. No person has registration or “piggy-back” rights that would preempt or “cut-back” the registration rights granted to the Purchasers under this Registration Rights Agreement.

4.15 Internal Accounting Controls. The Issuer maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

4.16 Sarbanes-Oxley Act. The Issuer is in compliance in all respects with applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder, except where such noncompliance would not have, individually or in the aggregate, a Material Adverse Effect.

4.17 No General Solicitation. Neither the Issuer nor any person acting on behalf of the Issuer has offered or sold any of the Purchased Shares by any form of general solicitation or general advertising. Assuming the accuracy of the Purchasers’ representations and warranties under this Agreement, the Issuer has offered the Purchased Shares for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

4.18 Brokers or Finders. The Issuer has not dealt with any broker or finder in connection with the transactions contemplated by the Agreement and the Issuer has not incurred, and shall not incur, directly or indirectly, any liability for any brokerage of finders’ fees or agents’ commissions or any similar charges in connection with the transactions contemplated by the Agreement. The Issuer agrees that it will indemnify and hold harmless each Purchaser from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Issuer in connection with the purchase of the Purchased Shares or the consummation of the transactions contemplated by this Agreement.

5. Conditions of Purchasers’ Obligations at Closing. The obligations of each Purchaser under Section 1 and Section 2 are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against any Purchaser unless such consent is in a writing signed by such Purchaser:

5.1 Representations and Warranties. The representations and warranties of the Issuer contained in this Agreement shall be true and correct when made and as of the Closing Date (except that any such representations and warranties made as of a specific date shall be required to be true shall be true and correct as of such date only).

5.2 Performance. The Issuer shall have performed and complied with the covenants and agreements in this Agreement that are required to be performed or complied with by it on or before the Closing.

5.3 Proceedings and Documents. All corporate and other proceedings in connection with the Agreement contemplated to be effected at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to such Purchaser’s counsel, and such Purchaser shall have received all such counterpart original and certified or other copies of such documents as it may reasonably request.

5.4 Delivery. The delivery by the Issuer of the items set forth in Section 2.2(a) of this Agreement.

5.5 Consents, Permits, and Waivers. The Issuer shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement.

6. Conditions of the Issuer’s Obligations at Closing. The obligations of the Issuer to the Purchasers under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions:

6.1 Representations and Warranties. The representations and warranties of each Purchaser contained in this Agreement shall be true and correct when made and as of the Closing Date (except that any such representations and warranties made as of a specific date shall be required to be true shall be true and correct as of such date only).

6.2 Payment of Purchase Price. Such Purchaser shall have delivered the Purchase Price specified in Section 1.

6.3 Delivery. The delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

6.4 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Purchased Shares pursuant to this Agreement shall be duly obtained and effective as of the Closing.

7. Restrictions on Transfer.

7.1 Resale Restrictions. Each Purchaser (severally and not jointly) understands that the offer and sale of the Purchased Shares to such Purchaser have not been registered under the Securities Act or under any state securities laws. Purchaser agrees not to offer, sell or otherwise transfer the Purchased Shares, or any interest in the Purchased Shares, unless (a) the offer and sale is registered under the Securities Act, (b) the Purchased Shares may be sold in accordance with the applicable requirements and limitations of Rule 144 under the Securities Act and any applicable state securities laws, or (c) such Purchaser delivers to the Issuer an opinion of counsel reasonably satisfactory to the Issuer that the offer and sale is otherwise exempt from Securities Act registration. Notwithstanding the foregoing, the Issuer hereby consents to and agrees to register on the books of the Issuer and with its Transfer Agent, without any such legal opinion, except to the extent that the Transfer Agent requests such legal opinion, any transfer of the Purchased Shares by a Purchaser to an affiliate of such Purchaser, provided that the transferee certifies to the Issuer that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act and provided that such affiliate does not request any removal of any existing legends on any certificate evidencing the Purchased Shares.

7.2 Common Stock Restrictive Legend. Each Purchaser understands and agrees that a legend in substantially the following form will be placed on the certificates of Common Stock:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.”

7.3 Illiquid Investment. Each Purchaser acknowledges that it, he or she must bear the economic risk of its investment in the Purchased Shares for an indefinite period of time, until such time as the Common Stock is registered or an exemption from registration is available.

7.4 Removal of Legends. Subject to the provisions of this Section 7.4, the restrictive legend set forth in Section 7.2 above shall be removed and the Issuer shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Purchased Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, (a) at such time as Purchased Shares are being resold, if a registration statement covering the resale of the Purchased Shares is effective under the Securities Act, (b) at such time as Purchased Shares are being resold pursuant to and in compliance with Rule 144, (c) at the request of the holder (regardless of whether such Purchased Shares are then being resold), if the Purchased Shares are eligible for sale under Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or (d) at such time as Purchased Shares are being sold or transferred pursuant to an otherwise valid exemption from registration under the Securities Act. Prior to any such removal of the restrictive legend contemplated by clauses (b)-(d) of the foregoing, the Issuer shall be entitled to receive an opinion of counsel to the Issuer, in form and substance reasonably satisfactory to the Issuer, that the proposed sale or transfer of Purchased Shares is in compliance with the Securities Act. In connection with the resale of any Purchased Shares, provided a registration statement covering the resale of the Purchased Shares is effective under the Securities Act, or at such earlier time as a legend is no longer required for certain Purchased Shares, the Issuer will no later than three business days following the delivery by an Purchaser to the Issuer or the Transfer Agent (if delivery is made to the Transfer Agent a copy shall be contemporaneously delivered to the Issuer) of (i) a legended certificate representing such Purchased Shares (and, in the case of a requested transfer, endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect transfer), and (ii) an opinion of counsel to the extent required by Section 7.1, deliver or cause to be delivered to such Purchaser a certificate representing such Purchased Shares that is free from all restrictive and other legends. Certificates for Purchased Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s primary broker with DTC as directed by the Purchaser. The Issuer may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 7.4.

7.5 Furnishing of Information. Until the date that any Purchaser owning Purchased Shares may sell all of them without restriction under Rule 144 of the Securities Act (or any successor provision), the Issuer covenants to use its reasonable best efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Issuer after the date hereof pursuant to the Exchange Act.

7.6 Integration. The Issuer shall not, and shall use its commercially reasonable efforts to ensure that no affiliate thereof shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Purchased Shares to the Purchasers or that would be integrated with the offer or sale of the Purchased Shares for purposes of the rules and regulations of any Trading Market. Purchaser understands and acknowledges that the Issuer intends to utilize exemptions from integration under Rule 152 promulgated under the Securities Act with respect to sales to (a) “qualified institutional buyers” within the meaning of Rule 144A promulgated under the Securities Act and (b) “institutional accredited investors” within the meaning of Regulation D promulgated under the Securities Act.

7.7 Securities Laws Disclosure; Publicity. The Issuer shall timely file any filings and notices required by the SEC or applicable law with respect to the transactions contemplated hereby and provide copies thereof to the Purchasers promptly after filing. Except as herein provided, neither the Issuer nor any Significant Subsidiary shall publicly disclose the name of any Purchaser, or include the name of any Purchaser in any press release without the prior written consent of such Purchaser (which consent shall not be unreasonably withheld or delayed), unless otherwise required by law, regulatory authority or Trading Market, including disclosing information with respect to the Purchasers as selling stockholders in a Prospectus or Prospectus supplement. Neither the Issuer nor any Significant Subsidiary shall, and shall cause each of its their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Issuer or any Significant Subsidiary from and after the issuance of the above referenced press release without the express written consent of such Purchaser. To the extent that the Issuer delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Issuer hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Issuer, any of its subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, or a duty to the Issuer, any of its subsidiaries or any of their respective officers, directors, agents, employees or affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law.

8. Indemnification.

8.1 Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless each Purchaser and its officers, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any losses, claims, damages, or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by such Purchaser herein, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreement.

8.2 Indemnification by Purchasers. Each Purchaser, severally not jointly, agrees to indemnify and hold harmless the Issuer and its officers, directors, affiliates, members and their respective successors and assigns (collectively, the “Issuer Indemnified Parties”) from and against any third party losses, claims, damages or liabilities to which such Issuer Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of such Purchaser contained herein, or failure to comply with the covenants and agreements of such Purchaser contained herein, and such Purchaser will reimburse such Issuer Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that such Purchaser shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by the Issuer herein, or the failure of the Issuer to comply with its covenants and agreements contained in this Agreement, provided, further, that no Issuer Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.2. Such Purchaser shall reimburse each Issuer Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that such Purchaser’s obligation to indemnify the Issuer Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreement.

8.3 Claims for Indemnification. Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 8, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying person will not relieve it from any liability which it may have to any indemnified person under this Section 8 (except to the extent that such omission materially and adversely affects the indemnifying person’s ability to defend such action) or from any liability otherwise than under this Section 8. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding.

(a) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified person under Section 8.1 or 8.2 above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Issuer on the one hand and the Purchaser(s) on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Issuer on the one hand or the Purchaser(s) on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Issuer and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection 8.3(a) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection 8.3(a). The amount paid or payable by an indemnified person as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection 8.3(a) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection 8.3(a), a Purchaser shall not be required to contribute any amount in excess of the amount by which the net amount received by such Purchaser from the sale of the Purchased Shares to which such loss relates exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Each Purchaser’s obligations in this subsection to contribute shall be in proportion to its sale of Purchased Shares to which such loss relates and shall not be joint with any other Purchaser.

(b) The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are fully informed regarding said provisions. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be contrary to certain of the provisions of this Section 8, and the parties hereto hereby expressly waive and relinquish any right or ability to assert such public policy as a defense to a claim under this Section 8 and further agree not to attempt to assert any such defense.

9. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (i) if within the United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by electronic transmission, or (ii) if delivered from outside the United States, by Federal Express or electronic transmission, and shall be deemed given (A) if delivered by first-class registered or certified mail, three business days after so mailed, (B) if delivered by nationally recognized overnight carrier, one business day after so mailed, (C) if delivered by Federal Express, two business days after so mailed, (D) if delivered by electronic transmission, upon electronic confirmation of receipt and shall be delivered as addressed as follows:

(a) if to the Issuer, to:

Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, TX 77098
Attn: Rick Van Nieuwenhuyse, President and CEO
Tel: (778) 386-6227

Email:

with a copy to (which shall not constitute notice):

Thompson & Knight LLP
811 Main Street, Suite 2500

Houston, TX 77002
Attn: Timothy T. Samson
Tel: (713) 951-5842
Email:

(b) if to a Purchaser, at its address on Schedule 1 attached hereto, or at such other address or addresses as may have been furnished to the Issuer in writing by such Purchaser.

10. Reliance. Each Purchaser and the Issuer understand and agree that the other party and its respective officers, directors, employees and agents may, and will, rely on the accuracy of the other party’s respective representations and warranties in this Agreement to establish compliance with applicable securities laws. Each Purchaser and the Issuer agree to indemnify and hold harmless all such parties against all losses, claims, costs, expenses and damages or liabilities which they may suffer or incur caused or arising from their reliance on such representations and warranties; provided, however, that the indemnification provided by each Purchaser pursuant to this Section 10 shall be limited to the Purchase Price paid by such Purchaser pursuant to this Agreement.

11. Termination.

(a) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closing if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been taken by any governmental authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal.

(b) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time by any Purchaser (with respect to the obligations of such Purchaser) or the Issuer, upon written notice to the other party, if the Closing shall not have occurred on or before June 25, 2021 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 11 shall not be available to any party whose (i) breach of any provision of this Agreement, (ii) failure to comply with their obligations under this Agreement or (iii) actions not taken in good faith, shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date or the failure of a condition in Section 5 or Section 6 to be satisfied at such time.

(c) In the event of the termination of this Agreement as provided in this Section 11, (i) this Agreement shall forthwith become null and void and (ii) there shall be no liability on the part of any party hereto, except with respect to the requirement to comply with any confidentiality agreement in favor of the Issuer; provided that nothing herein shall relieve any party from any liability or obligation with respect to any willful breach of this Agreement.

12. Miscellaneous.

12.1 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Issuer contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date; provided, that the representations and warranties in Section 4.1, Section 4.2, Section 4.3 and Section 4.18 shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 30 days. Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Purchasers contained herein shall survive the Closing indefinitely. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

12.2 Assignment. This Agreement is not transferable or assignable without the prior written consent of the other party.

12.3 Execution and Delivery of Agreement. The Issuer shall be entitled to rely on delivery by electronic transmission of an executed copy of this Agreement, and acceptance by the Issuer of such electronically transmitted copy shall create a valid and binding agreement between the Purchasers and the Issuer.

12.4 Gender; Headings; “Including”. Pronouns in neuter gender shall be construed to include any other gender unless the context clearly otherwise requires. Headings appearing at the beginning of any section are for convenience only and shall not constitute part of such section and shall be disregarded in construing the language contained in such section. The word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions.

12.5 Severability. Should any portion or provision of this Agreement be declared illegal, invalid or unenforceable in any jurisdiction, then such portion or provision shall be deemed to be severable from this Agreement to the extent practicable while preserving the economic intention of the parties and, in any event, such illegality, invalidity or unenforceability shall not affect the remainder hereof.

12.6 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matters herein and supersedes and replaces any prior agreements and understandings, whether oral or written, between them with respect to such matters.

12.7 Waiver and Amendment. Except as otherwise provided herein, the provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the mutual written agreement of the Issuer and Purchasers acquiring in the aggregate a majority of the Purchased Shares.

12.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

12.9 Governing Law; Waiver of Trial By Jury. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

12.10 Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable, documented attorneys’ fees (including any reasonable, documented fees incurred in any appeal) in addition to its reasonable, documented costs and expenses and any other available remedy.

12.11 Recapitalization, Exchanges, Etc. Affecting the Common Stock. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Issuer or any successor or assign of the Issuer (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Common Stock, and shall be appropriately adjusted for combinations, recapitalizations and the like occurring after the date of this Agreement and prior to the Closing.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above mentioned.

	ISSUER:

	CONTANGO ORE, INC.


	By:	/s/ Rick Van Nieuwenhuyse
	Name:	Rick Van Nieuwenhuyse
	Title:	President and Chief Executive Officer

[Signature Page to Stock Purchase Agreement]

	PURCHASER:

	ALASKA FUTURE FUND, LP By: ALASKA FUTURE FUND GP, LLC, its General Partner By: Barings LLC, its Managing Member


	By:	/s/ Patrick O’Hara
	Name:	Patrick O’Hara
	Title:	Managing Director

[Signature Page to Stock Purchase Agreement]

EXHIBIT A

FORM OF REGISTRATION RIGHTS AGREEMENT

EXHIBIT B

TRANSFER AGENT INSTRUCTIONS

EXHIBIT C

INVESTOR CERTIFICATION

SCHEDULE 1

Names of Purchasers

SCHEDULE 2

Capitalization and Other Capital Stock Matters

SCHEDULE 3

Financial Statement and SEC Documents

SCHEDULE 4

Litigation

STOCK PURCHASE AGREEMENT

dated as of June 17, 2021

among

CONTANGO ORE, INC.

and

THE PURCHASER(S) NAMED HEREIN

TABLE OF CONTENTS

1.	Agreement to Purchase Common Stock		1

2.	Closing		1

	2.1	Closing Mechanics	1
	2.2	Closing Deliverables	1

3.	Purchasers’ Representations and Warranties		2

	3.1	Investment Intent	2
	3.2	Access to Information	3
	3.3	Investor Qualification; Economic Loss and Sophistication	3
	3.4	Knowledge and Experience	4
	3.5	Suitability	4
	3.6	Non-Registered Securities	4
	3.7	Section 13 and Section 16 Compliance	4
	3.8	Truth and Accuracy	4
	3.9	Due Formation; Good Standing; Authorization	5
	3.10	No Violation	5
	3.11	Enforceability	5
	3.12	Reliance on Own Advisers	5
	3.13	High Degree of Risk	5
	3.14	Brokers or Finders	5
	3.15	Short Sales	6
	3.16	State and Foreign Securities Laws; Other Relevant Laws	6
	3.17	Investment Company Act	6
	3.18	ERISA	6
	3.19	Anti-Terrorism Representations	7
	3.20	Anti-Money Laundering Representations	7
	3.21	Counsel to the Issuer Does Not Represent Purchaser	8

4.	Issuer’s Representations and Warranties		8

	4.1	Corporate Existence; Authority	8
	4.2	Enforceability	9
	4.3	The Common Stock	9
	4.4	Capitalization and Other Capital Stock Matters	9
	4.5	Financial Statements and SEC Documents	10
	4.6	Litigation	10
	4.7	No Material Adverse Change	10
	4.8	Environmental Matters	11
	4.9	Compliance with Laws, Other Instruments	12
	4.10	Regulatory Permits	12
	4.11	Observance of Agreements, Statutes and Orders	12
	4.12	Private Placement; Investment Issuer	12
	4.13	Listing and Maintenance Requirements	13
	4.14	Registration Rights	13
	4.15	Internal Accounting Controls	13
	4.16	Sarbanes-Oxley Act	13
	4.17	No General Solicitation	13
	4.18	Brokers or Finders	13

5.	Conditions of Purchasers’ Obligations at Closing		14

	5.1	Representations and Warranties	14
	5.2	Performance	14
	5.3	Proceedings and Documents	14
	5.4	Delivery	14
	5.5	Consents, Permits, and Waivers	14

6.	Conditions of the Issuer’s Obligations at Closing		14

	6.1	Representations and Warranties	14
	6.2	Payment of Purchase Price	14
	6.3	Delivery	14
	6.4	Qualifications	14
	6.5	Contemporaneous Closing	15

7.	Restrictions on Transfer		15

	7.1	Resale Restrictions	15
	7.2	Common Stock Restrictive Legend	15
	7.3	Illiquid Investment	15
	7.4	Removal of Legends	16
	7.5	Furnishing of Information	16
	7.6	Integration	16
	7.7	Securities Laws Disclosure; Publicity	17

8.	Indemnification		17

	8.1	Indemnification by Issuer	17
	8.2	Indemnification by Purchasers	18
	8.3	Claims for Indemnification	18

9.	Notices		19

10.	Reliance		20

11.	Termination		20

12.	Miscellaneous		21

	12.1	Survival	21
	12.2	Assignment	21
	12.3	Execution and Delivery of Agreement	21
	12.4	Gender; Headings; “Including”	21
	12.5	Severability	21
	12.6	Entire Agreement	22
	12.7	Waiver and Amendment	22
	12.8	Counterparts	22
	12.9	Governing Law; Waiver of Trial By Jury	22
	12.10	Attorneys’ Fees	23
	12.11	Recapitalization, Exchanges, Etc. Affecting the Common Stock	23

iii

Exhibits

A	Transfer Agent Instructions

B	Investor Certification

Schedules

1	Names of Purchasers

2	The Common Stock

3	Capitalization and Other Capital Stock Matters

4	Financial Statements and SEC Documents

5	Litigation

6	Registration Rights

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 17, 2021, by and between Contango ORE, Inc., a Delaware corporation (the “Issuer”), and the person(s) listed on Schedule 1 attached to this Agreement (each a “Purchaser” and, if more than one, collectively the “Purchasers”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties hereto hereby agree as follows:

2. Closing.

2.2 Closing Deliverables.

(a) On or prior to the Closing Date, the Issuer shall deliver or cause to be delivered to each Purchaser, the following:

(i) this Agreement duly executed by the Issuer;

(ii) a copy of the Issuer’s irrevocable instructions to Computershare Trust Company, N.A. (or any successor transfer agent for the Issuer, the “Transfer Agent” ) instructing the Transfer Agent to (A) if physical certificates are required by a Purchaser, deliver, on an expedited basis, one or more stock certificates or (B) if physical certificates are not required by a Purchaser, make a book-entry record through the facilities of DTC, in each case free and clear of all restrictive and other legends (except as expressly provided herein) and evidencing such number of Purchased Shares set forth for such Purchaser on Schedule 1, registered in the name of such Purchaser;

(iii) duly executed Irrevocable Transfer Agent Instructions, in the form of Exhibit A, (the “Transfer Agent Instructions”) executed by the Issuer and delivered to and acknowledged in writing by the Transfer Agent;

(iv) a certificate from the Issuer’s Secretary or Assistant Secretary having attached thereto (A) the Certificate of Incorporation of the Issuer as in effect at the time of the Closing, (B) the Issuer’s Bylaws as in effect at the time of the Closing, (C) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, and (D) good standing certificates or their jurisdictional equivalents (including tax good standing) with respect to the Issuer and each Significant Subsidiary (as defined below) from the applicable authorities in Delaware, Texas and Alaska; and

(v) the Issuer shall have provided each Purchaser with the Issuer’s wire instructions, on Issuer letterhead and executed by the Chief Executive Officer or Chief Financial Officer.

(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Issuer, the following:

(i) this Agreement duly executed by such Purchaser;

(ii) an Investor Certification substantially in the form of Exhibit B (the “Investor Certification”) completed and executed by such Purchaser; and

(iii) payment of the Purchase Price for the Purchased Shares that such Purchaser is purchasing by wire transfer of immediately available funds to an account of the Issuer designated in writing by the Issuer to such Purchaser at least one (1) business day prior to the Closing.

3. Purchasers’ Representations and Warranties. Each Purchaser hereby represents and warrants to the Issuer, severally and not jointly, that:

3.2 Access to Information. Such Purchaser acknowledges and agrees that:

(a) the Issuer has provided or made available to Purchaser (through EDGAR, the Issuer’s website or otherwise) (i) the Issuer’s annual report on Form 10-K for the fiscal year ended June 30, 2020 (the “Annual Report”), (ii) the Issuer’s Definitive Proxy Statement on Schedule 14A filed on November 9, 2020 (the “Proxy Statement”), (iii) the Issuer’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed on or prior to the date of this Agreement, (including the Annual Report and the Proxy Statement, the “SEC Reports”) (iv) all press releases or investor presentations issued by the Issuer on or prior to the date of this Agreement that are included in a filing by the Issuer on Form 8-K or clearly posted on the Issuer’s website, (v) the Private Placement Memorandum dated June 17, 2021 (the “Private Placement Memorandum”) regarding the Purchased Shares and the Issuer, as amended or supplemented on or prior to the date hereof, and (vi) this Agreement and any other written materials furnished or made available to Purchaser by or on behalf of the Issuer and related to the purchase of the Purchased Shares, on or prior to the date hereof ((i) through (vi), collectively, the “Offering Materials”); and

3.20 Anti-Money Laundering Representations.

4. Issuer’s Representations and Warranties. The Issuer hereby represents and warrants to each Purchaser that:

4.1 Corporate Existence; Authority. The Issuer and each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X of the Securities Act) (a “Significant Subsidiary”) of which the Issuer owns, directly or indirectly, an interest, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and it has all requisite power and authority to carry on its business as it is being conducted. The individual executing and delivering this Agreement on behalf of the Issuer has been duly authorized to execute and deliver this Agreement on behalf of the Issuer, and the signature of such individual is binding upon the Issuer. The Issuer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Issuer and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Issuer and no further consent or action is required by the Issuer, its Board of Directors or its stockholders. The Issuer is not in violation of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. The Issuer and each Significant Subsidiary is duly qualified to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (a) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (b) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Issuer, or (c) a material adverse effect on the Issuer’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (a), (b) or (c), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

4.3 The Common Stock. All of the outstanding shares of Common Stock of the Issuer have been duly and validly issued and are fully paid, non-assessable and, except as set forth on Schedule 2 attached hereto and incorporated herein by reference, are not subject to any preemptive or similar rights. The Common Stock to be sold pursuant to this Agreement has been duly authorized, reserved for issuance and, when issued and delivered to the Purchaser against payment therefor as provided by this Agreement will be validly issued, fully paid and non-assessable, free and clear of all liens or encumbrances, and the issuance of such Common Stock will not be subject to any preemptive or similar rights.

4.4 Capitalization and Other Capital Stock Matters. The authorized capital stock of the Issuer is as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2021. Except as disclosed in the SEC Reports and as set forth on Schedule 3 attached hereto and incorporated herein by reference, the Issuer has not issued any other options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or entered into any agreement giving any person any right to subscribe for or acquire, any shares of its capital stock. Except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Issuer (or in any agreement providing rights to security holders), and the issuance and sale of the Purchased Shares hereunder will not obligate the Issuer to issue shares of Common Stock or other securities to any person or result in a right of any holder of securities to adjust the exercise, conversion, exchange or reset price under such securities. There are no outstanding securities or instruments of the Issuer or any Significant Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Issuer or any Significant Subsidiary is or may become bound to redeem a security of the Issuer or any Significant Subsidiary. The Purchased Shares conform in all material respects to the description thereof contained in the Offering Materials. To the knowledge of the Issuer, except as disclosed in the SEC Reports filed prior to the date hereof and any Schedules 13D or 13G filed with the SEC pursuant to Rule 13d-1 of the Exchange Act by reporting persons, no person or group of related persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Issuer, beneficial ownership of in excess of 5% of the outstanding Common Stock.

4.5 Financial Statements and SEC Documents. The Issuer has made available the Annual Report and the Proxy Statement to such Purchaser. As of the date hereof and as of their respective dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the SEC Reports filed by the Issuer complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) by the Issuer, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Issuer is a party or to which the property or assets of the Issuer are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC. Except as set forth in SEC Reports filed prior to the date hereof and as set forth on Schedule 4 attached hereto and incorporated herein by reference, the Issuer has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. The financial statements of the Issuer incorporated by reference in the SEC Reports and the Private Placement Memorandum present fairly the consolidated financial position of the Issuer in accordance with generally accepted accounting principles as of and at the dates indicated and present fairly the results of operations and cash flow of the Issuer of and at the dates indicated. Such financial statements of the Issuer have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing).

4.6 Litigation. Except as set forth on Schedule 5 attached hereto and incorporated herein by reference or as otherwise disclosed in the SEC Reports and the Offering Materials, there is no Proceeding or other legal, administrative or governmental proceeding pending or, to the knowledge of the Issuer, threatened against or relating to the Issuer or its properties or business, that if determined adversely to the Issuer may reasonably be expected to have a Material Adverse Effect.

4.8 Environmental Matters.

4.9 Compliance with Laws, Other Instruments. The execution, delivery and performance by the Issuer of this Agreement will not (a) contravene, result in any breach of, or constitute a default under or result in the creation of any lien in respect of any property of the Issuer or any Significant Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or bylaws, or any other material agreement or instrument to which the Issuer is bound or by which the Issuer or any of its respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to the Issuer or any Significant Subsidiary, or by which any property or asset of the Issuer or any Significant Subsidiary is bound or affected, (c) violate any provision of any statute or other rule or regulation of any governmental authority applicable to the Issuer, or (d) conflict with or violate any provision of the Issuer’s certificate or articles of incorporation, bylaws or other organizational or charter documents; except in the case of subsections (a) and (b) as would not be reasonably likely to have a Material Adverse Effect. Other than in connection or in compliance with the provisions of the Securities Act, no notice to, filing with, exemption or review by, or authorization, consent, approval of, any governmental authority is necessary for the consummation of the transactions contemplated by this Agreement.

4.12 Private Placement; Investment Issuer. Neither the Issuer nor any of its affiliates nor, any person acting on the Issuer’s behalf has, directly or indirectly, at any time within the past six months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (a) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Issuer of the Purchased Shares as contemplated hereby or (b) cause the offering of the Purchased Shares pursuant to this Agreement to be integrated with prior offerings by the Issuer for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any of whichever of the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question (the “Trading Market”). Assuming the accuracy of the representations and warranties of the Purchasers set forth in Article III, no registration under the Securities Act is required for the offer and sale of the Purchased Shares by the Issuer to the Purchasers as contemplated hereby. The sale and issuance of the Purchased Shares hereunder does not contravene the rules and regulations of any trading market on which the Common Stock is listed or quoted. The Issuer is not required to be registered as, and is not an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.14 Registration Rights. Except as disclosed in the SEC Reports and as set forth on Schedule 6 attached hereto and incorporated herein by reference, the Issuer has not granted or agreed to grant to any person any rights (including “piggy-back” registration rights) to have any securities of the Issuer registered with the SEC or any other governmental authority that have not expired or been satisfied or waived.

5.2 Performance. The Issuer shall have performed and complied with the covenants and agreements in this Agreement that are required to be performed or complied with by it on or before the Closing.

5.4 Delivery. The delivery by the Issuer of the items set forth in Section 2.2(a) of this Agreement.

6.2 Payment of Purchase Price. Such Purchaser shall have delivered the Purchase Price specified in Section 1.

6.3 Delivery. The delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

6.5 Contemporaneous Closing. The contemporaneous closing of transactions contemplated by the Private Placement described in Schedule 2.

7. Restrictions on Transfer.

7.2 Common Stock Restrictive Legend. Each Purchaser understands and agrees that a legend in substantially the following form will be placed on the certificates of Common Stock:

7.6 Integration. The Issuer shall not, and shall use its commercially reasonable efforts to ensure that no affiliate thereof shall sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Purchased Shares to the Purchasers or that would be integrated with the offer or sale of the Purchased Shares for purposes of the rules and regulations of any Trading Market. Purchaser understands and acknowledges that the Issuer intends to utilize exemptions from integration under Rule 152 promulgated under the Securities Act with respect to sales to (a) “qualified institutional buyers” within the meaning of Rule 144A promulgated under the Securities Act and (b) “institutional accredited investors” within the meaning of Regulation D promulgated under the Securities Act.

7.7 Securities Laws Disclosure; Publicity. The Issuer shall timely file any filings and notices required by the SEC or applicable law with respect to the transactions contemplated hereby and provide copies thereof to the Purchasers promptly after filing. Except as herein provided, neither the Issuer nor any Significant Subsidiary shall publicly disclose the name of any Purchaser, or include the name of any Purchaser in any press release without the prior written consent of such Purchaser (which consent shall not be unreasonably withheld or delayed), unless otherwise required by law, regulatory authority or Trading Market. Neither the Issuer nor any Significant Subsidiary shall, and shall cause each of its their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Issuer or any Significant Subsidiary from and after the issuance of the above referenced press release without the express written consent of such Purchaser. To the extent that the Issuer delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Issuer hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Issuer, any of its subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, or a duty to the Issuer, any of its subsidiaries or any of their respective officers, directors, agents, employees or affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law.

8. Indemnification.

9. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (a) if within the United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by electronic transmission, or (b) if delivered from outside the United States, by Federal Express or electronic transmission, and shall be deemed given (i) if delivered by first-class registered or certified mail, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by Federal Express, two business days after so mailed, (iv) if delivered by electronic transmission, upon electronic confirmation of receipt and shall be delivered as addressed as follows:

(a) if to the Issuer, to:

Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, TX 77098
Attn: Rick Van Nieuwenhuyse, President and CEO
Tel: (778) 386-6227

Email:

with a copy to (which shall not constitute notice):

Thompson & Knight LLP
811 Main Street, Suite 2500

Houston, TX 77002
Attn: Timothy T. Samson
Tel: (713) 951-5842
Email:

(b) if to a Purchaser, at its address on Schedule 1 attached hereto, or at such other address or addresses as may have been furnished to the Issuer in writing by such Purchaser.

11. Termination.

12. Miscellaneous.

12.2 Assignment. This Agreement is not transferable or assignable without the prior written consent of the other party.

12.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

12.9 Governing Law; Waiver of Trial By Jury. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above mentioned.

	ISSUER:

	CONTANGO ORE, INC.


	By:	/s/ Leah Gaines
	Name:	Leah Gaines
	Title:	Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary

[Signature Page to Stock Purchase Agreement]

	PURCHASER:

	RICK VAN NIEUWENHUYSE



	/s/ Rick Van Nieuwenhuyse
	Rick Van Nieuwenhuyse

	Number of Shares: 47,619

[Signature Page to Stock Purchase Agreement]

EXHIBIT A

TRANSFER AGENT INSTRUCTIONS

EXHIBIT B

INVESTOR CERTIFICATION

SCHEDULE 1

Names of Purchasers

SCHEDULE 2

The Common Stock

SCHEDULE 3

Capitalization and Other Capital Stock Matters

SCHEDULE 4

Financial Statement and SEC Documents

SCHEDULE 5

Litigation

SCHEDULE 6

Registration Rights

Contango ORE, Inc. Announces Private Placement Financing with Alaska Future Fund

HOUSTON--(BUSINESS WIRE)--June 21, 2021--Contango ORE, Inc. (“CORE” or the “Company”) (OTCQB: CTGO) announced today that it has completed the sale of 523,809 shares of its Common Stock, par value US$0.01 per share, at a price of US$21 per share in a private placement to a strategic investor, the Alaska Future Fund (or “AFF”), and to Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer. The Company will use the net proceeds of approximately US$ 10.9 million ($10 million from AFF, $1 million from Mr. Van Nieuwenhuyse and $0.1 million in expenses) from this offering to fund its proportionate share of the future exploration and development programs for Peak Gold, LLC, our joint venture with a subsidiary of Kinross Gold Corporation (“Kinross”); for exploration of the Company’s 100%-owned property; and for the Company's general corporate purposes. For further information on the Company, please visit our website at www.contangoore.com.

The shares of Common Stock were sold in an offering that is exempt from registration under the Securities Act of 1933, as amended. The Company agreed to provide certain registration rights to AFF that will allow it to sell the shares at a future date.

The Alaska Future Fund is managed by Barings, a US$ 325 billion financial services company that is owned by Massachusetts Mutual Life Insurance Company. Please see this link for more information on AFF: https://www.barings.com/us/guest/news/press-releases/barings-and-alaska-permanent-fund-corporation-announce-launch-of-alaska-investment-program.

Rick Van Nieuwenhuyse, the Company’s President and CEO commented, “This financing represents yet another important milestone for the Company. I believe attracting two premier financial institutions, the Alaska Future Fund and Barings, demonstrates the excitement around building Alaska’s next gold mine in partnership with Kinross and the Tetlin Tribe. I am also pleased to participate personally in this financing to demonstrate my resolve to add value for our shareholders, as well as to grow long-term value for the State of Alaska and Alaskans by building an Alaska-based and focused exploration and mining company.”

The Company is also happy to report that Peak Gold, LLC’s Manh Choh project remains on plan and on budget for the $18 million 2021 program with all in-fill drilling, along with metallurgical and geotechnical drilling now completed. The Peak Gold, LLC owners recently met to discuss and finalize the exploration phase of the program, which is now underway to find extensions and new resources to add to the current Measured and Indicated Resources totaling 9.2 M Tonnes @ 4.3 g/t Gold for 1.3 Million Ounces of Contained Gold Equivalent¹ (100% basis owned by the Peak Gold, LLC, a 70% Kinross and 30% CORE Joint Venture Company – please see the Company’s press release https://www.contangoore.com/press-release/contango-ore-inc-announces-three-significant-corporate-updates for further details on the resource.

The Company is also pleased to inform shareholders and investors that the 2021 summer field season is underway. Our field programs include detailed mapping and geochemical sampling planned for our Hona and Eagle projects located immediately north of the Manh Choh project, and on our recently staked Shamrock project located 70 miles southeast of Fairbanks along the Alaska Highway. All three projects are located on State mining claims owned 100% by the Company. Please see our website for further details: https://www.contangoore.com/projects/overview#exploration

ABOUT CORE

CORE engages in exploration in Alaska for gold and associated minerals through a 30% interest in Peak Gold, LLC, which leases approximately 675,000 acres from the Tetlin Alaska Native Tribe for exploration and development, and through Contango Minerals Alaska, LLC, its wholly owned subsidiary, which holds exploration and development rights in approximately 220,000 acres. Additional information can be found on our web page at www.contangoore.com.

The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” as used in this press release are defined terms under the U.S. Securities and Exchange Commission’s (“SEC’s”) Industry Guide S-K1300. The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and the legal and economic feasibility of extraction than the estimation of proven and probable reserves. Conversion of mineral resources to proven and probable mineral reserves generally requires a further economic study, such as a preliminary feasibility study or definitive feasibility study. Investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into mineral reserves.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements regarding CORE that are intended to be covered by the safe harbor “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on CORE’s current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”, “potential”, “possible”, “probable”, or “intends”, or stating that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved). Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those, reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for, developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by CORE or Peak Gold LLC; ability to realize the anticipated benefits of the recent transactions with an affiliate of Kinross; disruption from the transactions and transition of the Joint Venture Company’s management to an affiliate of Kinross, including as it relates to maintenance of business and operational relationships; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; CORE’s inability to retain or maintain its relative ownership interest in the Joint Venture; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by the COVID-19 outbreak; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of the recent presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect CORE’s exploration program or financial results are included in CORE’s other reports on file with the U.S. Securities and Exchange Commission. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. CORE does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change.

Contacts

Contango ORE, Inc.
Rick Van Nieuwenhuyse
(713) 877-1311
www.contangoore.com