Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

dated as of March 22, 2012

between

CONTANGO ORE, INC.

and

THE PURCHASERS NAMED IN THIS AGREEMENT

TABLE OF CONTENTS

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TABLE OF CONTENTS (continued)

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into as of March 22, 2012, by and between Contango ORE, Inc., a Delaware corporation (the “Issuer”), and the person listed on Schedule 1 attached to this Agreement (each a “Purchaser” and, together with each other Purchaser who executes this Agreement, collectively the “Purchasers”).

WHEREAS , the Issuer desires to issue and to sell to the Purchasers, and the Purchasers desire to purchase from the Issuer, the Common Stock (as hereinafter defined), all in accordance with the terms and provisions of this Agreement; and

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 Securities . 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 $10.00 per share, the number of shares of the Issuer’s Common Stock, par value $0.01 per share (the “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 the Issuer’s Common Stock, par value $0.01 per share, purchased pursuant to this Agreement are collectively referred to herein as the “Purchased Securities”).

2. Closing . Subject to the satisfaction or waiver of the conditions in this Agreement, the purchase and sale of the Purchased Securities shall take place at the offices of the Issuer at 3700 Buffalo Speedway, Suite 960, Houston, Texas 77098, at 10:00 a.m. (local time), on March 22, 2012, or at such other time and place as the Issuer and the Purchasers acquiring, in the aggregate, at least Five Million Dollars ($5,000,000) of Purchased Securities to be sold pursuant to this Agreement agree upon orally or in writing (which time and date are designated as the “Closing”). At the Closing, the Issuer shall deliver to each Purchaser a certificate or certificates representing the shares of Common Stock that such Purchaser is purchasing in the name and to the address specified by each Purchaser on Schedule 1 against payment of the Purchase Price therefor by wire transfer of immediately available funds.

3. Purchasers’ Representations and Warranties . Each Purchaser hereby represents and warrants to the Issuer that:

3.1 Investment Intent . Such Purchaser is acquiring the Purchased Securities 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 Securities 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 Securities, 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 Securities except in compliance with the provisions of the Securities Act and

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applicable state securities laws, and understands that the Purchased Securities are being offered pursuant to a specific exemption under the provisions of the Securities Act, which exemption(s) depends, among other things, upon compliance with the provisions of the Securities Act.

3.2 Access to Information . Such Purchaser has received a copy of the Issuer’s annual report on Form 10-K for the year ended June 30, 2011 (the “Annual Report”) and quarterly report on Form 10-Q for the quarter ended December 31, 2011 (the “Quarterly Report”) and has reviewed them carefully, including the risk factors set forth therein. In addition, the Purchaser has received and reviewed a copy of the Issuer’s proxy statement for its annual meeting of stockholders held on December 8, 2011 (the “Proxy Statement”) and Confidential Private Placement Memorandum dated February 6, 2012 provided to each Purchaser and the Issuer’s Exchange Act filings filed on or prior to the date of this Agreement (collectively, the “Confidential Private Placement Memorandum”). If desired, the Purchaser has also sought and obtained from management of the Issuer 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 Securities.

3.3 Accredited Investor . By completing the Accredited Investor Certification attached as Exhibit A , such Purchaser represents and warrants to the Issuer that it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and an institutional “accredited investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, or an “accredited investor,” as defined in Section 501 (a) of Regulation D, or, if the Purchased Securities are to be purchased for one of more accounts (“investor accounts”) for which it is acting as fiduciary or agent, each such investor account is such an investor on a like basis; in the normal course of its business, it invests in or purchases securities similar to the Purchased Securities and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Purchased Securities; and it is aware that it (or any investor account) may be required to bear the economic risk of an investment in the Purchased Securities for an indefinite period of time and it (or such account) is able to bear such risk for an indefinite period.

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 and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchased Securities and of protecting its interests in connection with an acquisition of the Purchased Securities.

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

3.6 Ability to Bear Risk of Loss . Such Purchaser is financially able to hold the Purchased Securities subject to restrictions on transfer for an indefinite period of time, and is capable of bearing the economic risk of losing up to the entire amount of its investment in the Purchased Securities.

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3.7 Non-Registered Securities . Such Purchaser understands that (i) the Purchased Securities (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act, and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) the 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 or is exempt therefrom.

3.8 Truth and Accuracy . All representations and warranties made by such Purchaser in this Agreement are true and accurate as of the date hereof and shall be true and accurate as of the date the Issuer issues the Purchased Securities. If at any time prior to the issuance of the Purchased Securities any representation or warranty shall not be true and accurate in any respect, such Purchaser shall so notify the Issuer.

3.9 Authority . The individual(s) executing and delivering this Agreement on behalf of such Purchaser have been duly authorized to execute and deliver this Agreement on behalf of such Purchaser, the signature of such individual(s) is binding upon such Purchaser, such Purchaser is duly organized and subsisting under the laws of the jurisdiction in which it was organized, and such Purchaser was not formed for the specific purpose of acquiring the Purchased Securities.

3.10 No Violation . The execution and delivery of this Agreement and the consummation of the transactions or performance of the obligations contemplated by this Agreement do not and will not violate any term of such Purchaser’s organizational documents.

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 such enforceability may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

3.12 Reliance on Own Advisers . In connection with such Purchaser’s investment in the Purchased Securities, such Purchaser has not relied upon the Issuer or its advisers for legal or tax advice, and has, if desired, in all cases sought the advice of such Purchaser’s own legal counsel and tax advisers.

3.13 High Degree of Risk . Such Purchaser has been advised and understands that the purchase of the Purchased Securities involves a high degree of risk and such Purchaser has read and understands the risk factors under the heading “Risk Factors” set forth in the Annual Report on Form 10-K for the fiscal year ended June 30, 2011 and the Quarterly Report on Form 10-Q for the quarter ended December 31, 2011.

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3.14 Brokers or Finders . Such Purchaser has not dealt with any broker or finder other than Strategas Securities LLC (“Strategas”) and Strata Capital, Inc. (“Strata”), acting as placement agents, and certain registered representatives employed by Strategas, 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.

3.15 Short Sales . As of the date of this Agreement, such Purchaser and its affiliates do not have, to 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) or short sale positions with respect to the Common Stock of the Issuer.

4. Issuer’s Representations and Warranties . The Issuer hereby represents and warrants to the Purchasers that:

4.1 Corporate Existence; Authority . The Issuer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, 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.

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 such enforceability may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

4.3 Authorization of the Purchased Securities . 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. When issued, the Purchased Securities will have been duly authorized, reserved for issuance and, when issued and delivered to the Purchasers against payment therefor as provided by herein, will be validly issued, fully paid and non-assessable, and the issuance of such Purchased Securities will not be subject to any preemptive or similar rights.

4.4 Capitalization and Other Capital Stock Matters . The authorized, issued and outstanding capital of the Issuer as of the date hereof, is as set forth under the caption “Description of Other Capital Stock of the Company” in the Confidential Private Placement Memorandum. Except as disclosed in the Issuer’s Reports on Form 10-K and Form 10-Q for the fiscal year ended June 30, 2011 and December 31, 2011, respectively, and in the Confidential Private Placement Memorandum, 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

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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 Securities 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. The Purchased Securities conform in all material respects to the description thereof contained in the Confidential Private Placement Memorandum.

4.5 No Conflicts . The issuance and sale of the Purchased Securities to the Purchasers as contemplated hereby and the performance of this Agreement will not violate or conflict with the Issuer’s Certificate of Incorporation or Bylaws or any agreements to which the Issuer is a party or by which it is otherwise bound or, to the Issuer’s knowledge, any statute, rule or regulation (federal, state, local or foreign) to which it is subject.

4.6 Financial Statements and SEC Documents . The Issuer has made available the Annual Report, the Quarterly Report and the Proxy Statement to the Purchasers. As of the date hereof, the Annual Report, the Quarterly Report and the Proxy Statement do not contain any untrue statement of a material fact or omit 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. The Issuer has included in the Annual Report a list of all material agreements, contracts and other documents that it reasonably believes are required to be filed as exhibits to the Annual Report. The financial statements of the Issuer incorporated by reference in the Confidential 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.

4.7 Litigation . Except as otherwise disclosed in the Confidential Private Placement Memorandum, there is no litigation 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 on the present or future operations or financial condition of the Issuer.

4.8 No Material Adverse Change . Since the date of the Quarterly Report, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of the Issuer, and, to the Issuer’s knowledge, no event has occurred or circumstance exists that may result in such a material adverse change.

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4.9 Environmental Matters .

(a) Except as otherwise disclosed in the Confidential Private Placement Memorandum or as would not be reasonably likely to have a material adverse effect change in the business, operations, properties, prospects, assets, or condition of the Issuer: (i) to Issuer’s knowledge, Issuer has complied with all applicable Environmental Laws (as defined in Section 4.9(b)); (ii) to Issuer’s knowledge, Issuer is not subject to liability for any Hazardous Substance disposal or contamination on any third party property; (iii) to Issuer’s knowledge, Issuer has not been associated with any release or threat of release of any Hazardous Substance; (v) Issuer has not received any notice, demand, letter, claim or request for information alleging that Issuer may be in violation of or liable under any Environmental Law; (vi) 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 (vii) there are no circumstances or conditions involving 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 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: (A) the protection, investigation or restoration of the environment, health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) 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: (A) listed, classified or regulated pursuant to any Environmental Law; (B) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon; or (C) any other substance which is the subject of regulatory action by any governmental entity pursuant to any Environmental Law.

4.10 Truth and Accuracy . All representations and warranties made by the Issuer in this Agreement are true and accurate as of the date hereof and shall be true and accurate as of the date the Issuer issues the Purchased Securities. If at any time prior to the issuance of any of the Purchased Securities any representation or warranty shall not be true and accurate in any respect, the Issuer shall so notify the Purchasers.

4.11 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 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 (c) violate any provision of any statute or other rule or regulation of any governmental authority applicable to the Issuer.

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4.12 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 upon the business or operations of the Issuer.

4.13 Brokers or Finders . Except for Strategas and certain registered representatives employed by Strategas and Strata, the Issuer has not dealt with any broker or finder in connection with the transactions contemplated by the Agreement, and except for certain fees and expenses payable by the Issuer to Strategas, 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.

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 who does not consent in writing to such waiver:

5.1 Representations and Warranties . The representations and warranties of the Issuer contained in Section 4 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (other than representations and warranties that relate only to a certain date, which shall be true as of such date).

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 Purchasers’ counsel, and they shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request.

5.4 Opinion of Issuer Counsel . Each Purchaser shall have received from Morgan, Lewis & Bockius LLP, counsel for the Issuer, an opinion, dated as of the Closing, substantially in the form of Exhibit B .

5.5 Registration Rights Agreement . Issuer shall have delivered a copy of the Registration Rights Agreement, substantially in the form of Exhibit C dated as of the Closing Date and executed by the Issuer.

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5.6 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.

5.7 Secretary’s Certificate . Purchasers shall have received from the Issuer’s Secretary or Assistant Secretary, a certificate having attached thereto (i) the Certificate of Incorporation as in effect at the time of the Closing, (ii) the Issuer’s Bylaws as in effect at the time of the Closing, (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, and (iv) good standing certificates (including tax good standing) with respect to the Issuer from the applicable authorities in Delaware and Texas.

6. Conditions of the Issuer’s Obligations at Closing . The obligations of the Issuer to each Purchaser 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 the Purchaser contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

6.2 Payment of Purchase Price . Such Purchaser shall have delivered the Purchase Price specified in Section 1, and the Purchasers shall have delivered Purchase Prices equal to at least $5,000,000 in aggregate principal amount.

6.3 Registration Rights Agreement . Such Purchaser shall have delivered a copy of the Registration Rights Agreement substantially in the form of Exhibit C , dated as of the Closing Date and executed by such Purchaser.

6.4 Accredited Investor Questionnaire . Such Purchaser shall have delivered an Accredited Investor Questionnaire substantially in the form of Exhibit A completed and executed by such Purchaser.

6.5 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 Securities pursuant to this Agreement shall be duly obtained and effective as of the Closing.

7. Restrictions on Transfer .

7.1 Resale Restrictions . The Purchasers understand that the offer and sale of the Purchased Securities to the Purchasers have not been registered under the Securities Act or under any state laws. Each Purchaser agrees not to offer, sell or otherwise transfer the Purchased Securities, or any interest in the Purchased Securities, unless (i) the offer and sale is registered under the Securities Act, (ii) the Purchased Securities may be sold in accordance with the applicable requirements and limitations of Rule 144 under the Securities Act and any applicable state laws and, if the Issuer reasonably requests, such Purchaser delivers to the Issuer an opinion of counsel to such effect, or (iii) 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 subsections (ii) and (iii), no opinion shall be required for transfers by a Purchaser to its affiliates.

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7.2 Restrictive Legend . Each Purchaser understands and agrees that a legend in substantially the following form will be placed on the certificates or other documents representing the Purchased Securities:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THE OFFER AND SALE IS REGISTERED UNDER THE SECURITIES ACT, OR (ii) THE OFFER AND SALE IS EXEMPT FROM SECURITIES ACT REGISTRATION AND THE TERMS OF SECTION 7.1 OF THE SECURITIES PURCHASE AGREEMENT PURSUANT TO WHICH THE SECURITIES WERE ORIGINALLY PURCHASED HAVE BEEN COMPLIED WITH. (A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AT THE CORPORATE OFFICE OF THE CORPORATION.)

Certificates evidencing the Purchased Securities shall not be required to contain such legend or any other legend (A) after such securities are registered for resale under the Securities Act, (B) following any sale of such securities pursuant to Rule 144 under the Securities Act, (C) if such securities are eligible for sale under Rule 144(k) under the Securities Act, or (D) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Staff of the SEC).

7.3 Illiquid Investment . Each Purchaser acknowledges that it must bear the economic risk of its investment in the Purchased Securities for an indefinite period of time, until such time as the Purchased Securities are registered or an exemption from registration is available. Each Purchaser acknowledges that the soonest that the Rule 144 exemption from registration could become available would be after such Purchaser has paid for and held the Purchased Securities for one year.

8. Indemnification .

8.1 Indemnification by Issuer . The Issuer agrees to indemnify and hold harmless each Purchaser and its officers, directors, members and their respective successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against any third party 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,

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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 hereof . The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided , however , that Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate amount received by such Purchaser from the sale of the Purchased Securities.

8.2 Indemnification by Purchaser . Each Purchaser agrees to indemnify and hold harmless the Issuer and its officers, directors, 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 hereof . 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 amount received by such Purchaser from the sale of the Purchased Securities.

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

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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 subsection 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 Securities 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 Securities to which such loss relates and shall not be joint with any other Selling Stockholders.

(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.

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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 facsimile, or (B) if delivered from outside the United States, by International Federal Express or facsimile, 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 International Federal Express, two business days after so mailed, (iv) if delivered by facsimile, upon electronic confirmation of receipt and shall be delivered as addressed as follows:

Contango ORE, Inc.

3700 Buffalo Speedway, Suite 960

with a copy to:

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, Suite 2200

Los Angeles, CA 90071

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.

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11. Miscellaneous .

11.1 Survival . The representations and warranties made in this Agreement shall survive the closing of the transactions contemplated by this Agreement.

11.2 Assignment . This Agreement is not transferable or assignable, except that this Agreement shall be transferable by a Purchaser to its affiliates.

11.3 Execution and Delivery of Agreement . The Issuer shall be entitled to rely on delivery by facsimile transmission of an executed copy of this Agreement, and acceptance by the Issuer of such facsimile copy shall create a valid and binding agreement between the Purchaser and the Issuer.

11.4 Titles . The titles of the sections and subsections of this Agreement are for the convenience of reference only and are not to be considered in construing this Agreement.

11.5 Severability . The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

11.6 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.

11.7 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 Securities.

11.8 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.

11.9 Governing Law . This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

11.10 Attorney’s 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 attorney’s fees (including any fees incurred in any appeal) in addition to its costs and expenses and any other available remedy.

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

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of March 22, 2012 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 (the “ Purchasers ”) under the Purchase Agreement (as defined below).

Pursuant to the Securities Purchase Agreement, dated as of March 22, 2012, among the Company and each Purchaser (the “ Purchase Agreement ”), relating to the purchase of the Common Stock (as defined below), the Purchasers have agreed to purchase from the Company shares of its common stock, par value $0.01 per share (the “ Common Stock ”). To induce the Purchasers to purchase the Common Stock, the Company has agreed to execute this Agreement pursuant to Section 5.5 of the Purchase Agreement to provide registration rights with respect to the Common Stock.

The parties hereby agree as follows:

1. Definitions . Capitalized terms used in this Agreement without definition shall have their respective meanings set forth in the 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 which, 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; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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

“ Amendment Effectiveness Deadline Date ”: has the meaning set forth in Section 4(b)(i) hereof.

“ Blue Sky Application ”: As defined in Section 6(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 first issuance of the Common Stock pursuant to the Purchase Agreement.

“ Common Stock ”: The shares of the Company’s common stock that are being issued pursuant to the Purchase Agreement.

“ 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.

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

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

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

“ Indemnified Holder ”: As defined in Section 6(a) hereof.

“ Indemnified Party ”: As defined in Section 6(c) hereof.

“ Indemnifying Party ”: As defined in Section 6(c) hereof.

“ Losses ”: As defined in Section 6(e) 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 or a government or agency or political subdivision thereof.

“ 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.

“ Purchase Agreement ”: As defined in the preamble hereto.

“ Purchasers ”: As defined in the preamble hereto.

“ Registrable Securities ”: (a) Each share of Common Stock issued to the Holders pursuant to the Purchase Agreement, or (b) any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Common Stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities on:

(i) the date on which such share of Common Stock has been resold pursuant to a Registration Statement;

(ii) other than for the purposes of, to the extent applicable thereto, Sections 4 and 6, the date on which such share of Common Stock is transferred in compliance with Rule 144(k) under the Securities Act;

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(iii) the date on which such share of Common Stock has been otherwise transferred, and new certificates not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification under the Securities Act; or

(iv) the date on which such share of Common Stock ceases to be outstanding (whether as a result of repurchase and cancellation 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.

“ Shelf Registration ”: As defined in Section 2(b) hereof.

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

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

“ Transfer Agent ”: Computershare Investor Services.

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 one (1) year after the date of this Agreement but before three (3) years after the date of this Agreement, the 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 20% and up to 100% of the Common Stock The number of Demand Registrations pursuant to this Section 2(a) shall not exceed two (2).

(b) The Company shall file each Registration Statement prepared in connection with a Demand Registration within ninety (90) 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 keep the Demand Registration effective for a period of ninety (90) days, or six (6) months (the “ Effectiveness Period ”) if a Demand Registration is requested to be a shelf registration (a “ Shelf Registration ”) from the date on which the SEC declares such Registration Statement effective or such shorter period which will terminate the distribution of all Common Stock pursuant to such Registration Statement ends.

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(c) Subject to the conditions set forth in Section 2(a) hereof, the Holders may, at any time, make a written request for a Demand Registration. All requests made pursuant to this Section 2 will specify the number of shares of Common Stock to be registered and will also specify the intended methods of disposition thereof. If the Holders intend to distribute the Common Stock covered by the request by means of a registered public offering involving an underwriting, then the Demand Notice shall so state. In such event, the Holders shall select an underwriter that is reasonably acceptable to the Company, and the Company and the Holders shall enter into an underwriting agreement in customary form with such underwriter.

(d) Notwithstanding the foregoing provisions of this Section 2,

(i) the Company shall not be obliged to effect a Demand Registration pursuant to this Section 2 if a Registration Statement was previously filed as a result of a request pursuant to this Section 2 within a period of one hundred twenty (120) days of the Company’s receipt of the Demand Notice;

(ii) 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 Common Stock would adversely affect the market for the Company’s securities covered by such Registration Statement, the Company shall have the right to delay the requested registration of Common Stock 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; and

(iii) 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 otherwise 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 such registration and offering would materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or its Affiliates and promptly gives the Holders written notice of such determination;

provided that the Company may exercise its rights under this Section 2(d) no more than once during any three hundred sixty-five (365) day period.

3. Piggyback Registration.

(a) If the Company shall determine at any time before three (3) years after the date of this Agreement, 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 will:

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(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) 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 (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 this Section 3(a) advises the Company and the Holders in writing that in its opinion the dollar amount or number of shares of Common Stock which 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 Company shall include in such registration (i) first, the securities the Company proposes to register for sale, (ii) second, securities requested to be included in such registration which are Registrable Securities pro rata among the Holders on the basis of the number of securities so requested to be included therein, and (iii) third, other securities requested to be included in such registration, if any.

(c) The Company may in its sole discretion postpone or terminate the registration subject to this Section 3.

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 (other than any initial Purchaser of Common Stock under the Purchase Agreement) that provides a completed Notice and Questionnaire to the Company pursuant to the Purchase 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:

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(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 shall file 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 security holders, 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

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clause (1), correcting any such misstatement or omission, and, in the case of either clause (1) or (2), 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) (x) 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 provisions of the Securities Act with respect to the disposition of all Common Stock 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 (y) furnish to each Holder 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 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.

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(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 they are not now so subject.

(v) 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 Business Days before any sale of Registrable Securities.

(vi) 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.

(vii) 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.

(viii) 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.

(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 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

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are required to be included in the Prospectus pursuant to the rules and regulations of the SEC and have not been so included, or (iv) the SEC issues a stop order in respect of the Registration Statement or otherwise prohibits the use of the Prospectus. 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 shares of Common Stock 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 Section 4(e) or 4(d)(iii) 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 Common Stock to be sold pursuant to the Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such Common Stock 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

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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 Common Stock 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;

(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 Common Stock) 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; and

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

The Company shall bear its internal expenses (including, without limitation, all salaries and expenses of their 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. Notwithstanding anything to the contrary, 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.

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6. Indemnification And Contribution.

(a) 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 (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 ”); or

(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,

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 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:

(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

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(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.

(c) Promptly after receipt by an indemnified party (the “ Indemnified Party ”) under this Section 6 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 6, 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 6 unless and to the extent it 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 otherwise than under paragraphs (a)or (b) of this Section 6. 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 6 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 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 6 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 6 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 6(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 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

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pending or threatened action, suit or proceeding in respect of which any Indemnified Party is a party, unless such settlement, compromise or consent (x) 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 6 shall for any reason be unavailable or insufficient to hold harmless an Indemnified Party under Section 6(a) or 6(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) (collectively “ Losses ”) (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 Holders 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 6(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 6(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 Common Stock purchased under the Purchase Agreement (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 6(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 paragraph (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 6 shall be deemed to include, for purposes of this Section 6, 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.

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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 6(e) are several and not joint.

(f) The provisions of this Section 6 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 Section 6 hereof, and will survive the sale by a Holder of Registrable Securities.

7. 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.

8. Miscellaneous .

(a) Remedies . Each Party acknowledges and agrees that any failure by the such Party to comply with its obligations hereunder may result in material irreparable injury to the other Party 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 Purchase Agreement or granted by law, including recovery of liquidated or other damages, each Party may obtain such relief as may be required to specifically enforce the other 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, 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 Common Stock being sold rather than registered under such Registration Statement.

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(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;

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

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

Morgan, Lewis & Bockius LLP

300 South Grand Avenue, Twenty-Second Floor

Los Angeles, California 90071-3132

Facsimile: 213-612-2501

Attention: Richard A. Shortz, Esq.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five 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 assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Registrable Securities.

(e) Counterparts . This Agreement may be executed in any number of counterparts 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 Delaware, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, 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.

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(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 Delaware.

(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.

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

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