SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 21, 2013


CONTANGO ORE, INC   
(Exact Name of Registrant Specified in Charter)

        Delaware    
    (State or Other
   Jurisdiction of
   Incorporation)

      000-54136   
    (Commission File
   Number)

       27-3431051
    (I.R.S. Employer
   Identification No.)
 
 
3700 Buffalo Speedway, Suite 960
 
                Houston, Texas
 
 
      77098
   (Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code: (713) 960-1901

                             Not Applicable                            
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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





    
Item 1.01      Entry into a Material Definitive Agreement.

On March 21, 2013, the Board of Directors of Contango ORE, Inc. (the “Company”) approved an amendment to the Company's Rights Agreement dated as of December 20, 2012, between the Company and Computershare Trust Company, N.A., as Rights Agent (as so amended, the “Rights Plan”). The following description of the terms of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

The amendment increases the stock ownership threshold at which the rights become exercisable from fifteen percent (15%) to twenty percent (20%).

The disclosure set forth in Item 3.02 of this Form 8-K is incorporated herein by reference.

Item 3.02.    Unregistered Sales of Equity Securities.

On March 22, 2013, the Company completed the issuance and sale of an aggregate of 1,230,999 units (“Units”) at a price of $12.00 per Unit with each Unit consisting of (i) one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) a five-year warrant to purchase one (1) share of Common Stock at $10.00 per share (the “Warrant”), in a private placement to certain investors (the “Investors”) pursuant to a Subscription Agreement dated as of March 22, 2013 between the Company and each Investor. Aggregate gross proceeds totaled approximately $14.8 million. The Company will use the net proceeds from this offering to fund its 2013 exploration program in Alaska and for general corporate purposes, estimated at approximately $13 million, assuming success on our initial drill holes on new prospects. Petrie Partners Securities, LLC acted as sole placement agent in connection with the transaction.
The shares sold in the private placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The bases for the availability of this exemption include the facts that the issuance was a private transaction which did not involve a public offering and the shares were offered and sold to a limited number of investors.
Pursuant to a Registration Rights Agreement dated as of March 22, 2013 (the “Registration Rights Agreement”), between the Company and each Investor, the Company agreed to file a registration statement with the Securities and Exchange Commission at any time one year after the private placement in order to register the resale of the Shares upon demand by the Investors.
Pursuant to the Warrants dated as of March 22, 2013 between the Company and each Investor, the Warrants will be exercisable, in full or in part, at any time after the date that is six months following issuance of the Warrants and prior to the fifth anniversary of their issuance, at an exercise price of $10.00 per share of Common Stock. The Warrants will also provide for certain adjustments that may be made to the exercise price and the number of shares of Common Stock issuable upon exercise due to future corporate events or otherwise. The Warrants contain a “cashless exercise” feature that allows the Investor to exercise the Warrants without a cash payment to the Company upon the terms set forth in the Warrants.





A complete copy of the Form of Subscription Agreement, the Registration Rights Agreement and the Warrant are filed herewith as exhibits to this report and are incorporated herein by reference.
Item 3.03      Material Modifications to Rights of Security Holders.

The information set forth under “Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits

4.1
Amendment No. 1 to Rights Agreement, dated as of March 21, 2013, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent
10.1    Form of Subscription Agreement dated as of March 22, 2013.
10.2    Form of Registration Rights Agreement dated as of March 22, 2013.
10.3    Form of Warrant dated as of March 22, 2013
99.1    Press Release dated March 22, 2013





SIGNATURE


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


CONTANGO ORE, INC.

By: : /s/ SERGIO CASTRO
Sergio Castro
    Vice President and Chief Financial Officer



Dated: March 25, 2013





EXHIBIT 4.1
AMENDMENT NO. 1
 
TO
 
RIGHTS AGREEMENT
 

This Amendment No. 1 (this “ Amendment ”) to the Rights Agreement, made and entered into as of December 20, 2012 (the “ Rights Agreement ”), by and between Contango ORE, Inc., a Delaware corporation (the “ Company ”), and Computershare Trust Company, N.A.,, as Rights Agent (the “ Rights Agent ”), is made and entered into as of March 21, 2013, by and between the Company and the Rights Agent.
 
WHEREAS, the parties hereto desire to amend the Rights Agreement on the terms and conditions contained herein.
 
NOW THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree to amend the Rights Agreement as follows:
 
1. Amendments.
(a)      The definition of "Acquiring Person" in Section 1(a) is amended by deleting “fifteen percent (15%)” where it appears and replacing it with “twenty percent (20%).”
(b)      Section 3(a) of the Rights Agreement is amended by deleting “fifteen percent (15%)” where it appears and replacing it with “twenty percent (20%).”
(c)      Section 23(a) of the Rights Agreement is amended by deleting “fifteen percent (15%)” where it appears and replacing it with “twenty percent (20%).”
(d)      Exhibit C to the Rights Agreement is amended by deleting “fifteen percent (15%)” where it appears and replacing it with “twenty percent (20%).”
2.      No Further Amendments .  Except as expressly provided herein, the terms and conditions of the Rights Agreement shall continue in full force and effect.
3.      Counterparts . This Amendment may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
4.      Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of law provisions thereof.
[Signature page follows.]





IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
 
 
 
CONTANGO ORE, INC.
 
 
 
 
 
By:
/s/ BRAD JUNEAU
 
 
Name: Brad Juneau
 
 
Title:   President
 
 
 
 
 
 
 
 
 
COMPUTERSHARE TRUST COMPANY, N.A.
 
 
 
By:
/s/ IAN YEWER
 
 
Name: Ian Yewer
 
 
Title: Branch Manager
 
 
 
 
 
 


Amendment No. 1 to Rights Agreement


EXHIBIT 10.1     



SUBSCRIPTION AGREEMENT
dated as of March 22, 2013

between

CONTANGO ORE, INC.

and

THE PURCHASERS NAMED IN THIS AGREEMENT









TABLE OF CONTENTS
Page

1.
Agreement to Purchase Units 1
2.
Closing 1
3.
Purchaser's Representations and Warranties 1
3.1
Investment Intent 1
3.2
Access to Information 2
3.3
Accredited Investor 2
3.4
Knowledge and Experience 2
3.5
Suitability 2
3.6
Ability to Bear Risk of Loss 2
3.7
Non-Registered Securities 3
3.8
Truth and Accuracy 3
3.9
Authority 3
3.10
No Violation 3
3.11
Enforceability 3
3.12
Reliance on Own Advisers 3
3.13
High Degree of Risk 3
3.14
Brokers or Finders 4
3.15
Short Sales 4
4.
Issuer’s Representations and Warranties 4
4.1
Corporate Existence; Authority 4
4.2
Enforceability 4
4.3
Authorization 4
4.4
Capitalization and Other Capital Stock Matters 4
4.5
No Conflicts 5
4.6
Financial Statements and SEC Documents 5
4.7
Litigation 5
4.8
No Material Adverse Change 5
4.9
Environmental Matters 6
4.10
Truth and Accuracy 6
4.11
Compliance with Laws, Other Instruments 6
4.12
Observance of Agreements, Statutes and Orders 7
4.13
Brokers or Finders 7
5.
Conditions of Purchasers’ Obligations at Closing 7
5.1
Representations and Warranties 7
5.2
Performance 7
5.3
Proceedings and Documents 7
5.4
Opinion of Issuer Counsel 7
5.5
Registration Rights Agreement 7
5.6
Consents, Permits, and Waivers 8
5.7
Secretary’s Certificate 8
5.8
Warrant 8

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TABLE OF CONTENTS (continued)
Page

6.
Conditions of the Issuer’s Obligations at Closing 8
6.1
Representations and Warranties 8
6.2
Payment of Purchase Price 8
6.3
Registration Rights Agreement 8
6.4
Accredited Investor Questionnaire 8
6.5
Qualifications 8
6.6
Warrant 8
7.
Restrictions on Transfer 8
7.1
Resale Restrictions 8
7.2
Common Stock Restrictive Legend 9
7.3
Warrant Restrictive Legend 9
7.4
Illiquid Investment 9
8.
Indemnification 10
8.1
Indemnification by Issuer 10
8.2
Indemnification by Purchaser 10
8.3
Claims for Indemnification 10
9.
Notices 12
10.
Reliance 13
11.
Miscellaneous 13
11.1
Survival 13
11.2
Assignment 13
11.3
Execution and Delivery of Agreement 13
11.4
Titles 13
11.5
Severability 13
11.6
Entire Agreement 13
11.7
Waiver and Amendment 13
11.8
Counterparts 13
11.9
Governing Law 13
11.10
Attorney’s Fees 14


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Schedules
1        Name of Purchaser

Exhibits
A        Accredited Investor Certificate
B        Opinion of Morgan, Lewis & Bockius LLP
C        Form of Registration Rights Agreement
D        Form of Warrant



    



SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (“Agreement”) is made and entered into as of March 22, 2013, 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 or any other Subscription Agreement dated on or about the date hereof, 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 units (“Units”) with each Unit consisting of (i) one share of common stock of the Issuer, par value $0.01 (the “Common Stock”), and (ii) a five-year warrant to purchase one (1) share of Common Stock (the “Warrant”), all in accordance with the terms and provisions of this Agreement and the Warrants.
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 Units . 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 $12.00 per Unit, the number of Units 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 Units purchased pursuant to this Agreement are collectively referred to herein as the “Purchased Units”).
2.      Closing . Subject to the satisfaction or waiver of the conditions in this Agreement, the purchase and sale of the Purchased Units 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, 2013, or at such other time and place as the Issuer and the Purchasers may 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 the Warrant and a certificate or certificates representing the shares of Common Stock that the Purchaser is purchasing in the name and to the address specified by the Purchaser on Schedule 1 against payment of the Purchase Price therefor by wire transfer of immediately available funds.
3.      Purchaser's Representations and Warranties . Each Purchaser hereby represents and warrants to the Issuer, severally and not jointly, that:
3.1      Investment Intent . Such Purchaser is acquiring the Purchased Units 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 Units 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 Units, 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 Units except in

1



compliance with the provisions of the Securities Act and applicable state securities laws, and understands that the Purchased Units are being offered pursuant to one or more specific exemption(s) 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, 2012 (the “Annual Report”) and quarterly report on Form 10-Q for the quarter ended December 31, 2012 (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 6, 2012 (the “Proxy Statement”) and Confidential Private Placement Memorandum dated February 27, 2013 provided to such 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 Units.
3.3      Accredited Investor . Such Purchaser represents and warrants to the Issuer that (a) it, he or she is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, or, if the Purchased Units are to be purchased for one of more accounts (“investor accounts”) for which such Purchaser is acting as fiduciary or agent, each such investor account is such an investor on a like basis; (b) such Purchaser has completed the Accredited Investor Certification attached as Exhibit A , and all acknowledgements made by such Purchaser in the Accredited Investor Certification are incorporated by reference into this Agreement and are true and correct in all respects on the date hereof; (c) in the normal course of such Purchaser’s business, such Purchaser invests in or purchases securities similar to the Purchased Units and such Purchaser has such knowledge and experience in financial and business matters that it, he or she is capable of evaluating the merits and risks of purchasing the Purchased Units; and (d) such Purchaser is aware that it, he or she (or any investor account) may be required to bear the economic risk of an investment in the Purchased Units for an indefinite period of time and such Purchaser (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 Units and of protecting its interests in connection with an acquisition of the Purchased Units.
3.5      Suitability . Such Purchaser has carefully considered, and has, to the extent such Purchaser deems it necessary, discussed with the Purchaser’s own professional legal, tax and financial advisers the suitability of an investment in the Purchased Units for such Purchaser’s particular tax and financial situation, and such Purchaser has determined that the Purchased Units are a suitable investment for such Purchaser.

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3.6      Ability to Bear Risk of Loss . Such Purchaser is financially able to hold the Purchased Units 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 Units.
3.7      Non-Registered Securities . Such Purchaser understands that (i) the Purchased Units, the Common Stock and the Warrants (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) such Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered or exempted under the Securities Act and applicable state securities laws.
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 Units. If at any time prior to the issuance of the Purchased Units any representation or warranty shall not be true and accurate in any respect, such Purchaser shall so notify the Issuer.
3.9      Authority . Such Purchaser or, the individual(s) executing and delivering this Agreement on behalf of such Purchaser, has all necessary power and authority to execute and deliver this Agreement. Upon the execution and delivery of this Agreement by such Purchaser or individual on behalf of such Purchaser, this Agreement will be a valid and binding obligation of such Purchaser. If such Purchaser is an entity, such Purchaser is duly organized and subsisting under the laws of the jurisdiction in which it was organized, and was not formed for the specific purpose of acquiring the Purchased Units.
3.10      No Violation . If such Purchaser is an entity, 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 Units, 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.

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3.13      High Degree of Risk . Such Purchaser has been advised and understands that the purchase of the Purchased Units 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, 2012 and the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 and the Confidential Private Placement Memorandum dated February 27, 2013.
3.14      Brokers or Finders . Such Purchaser has not dealt with any broker or finder other than Petrie Partners Securities, LLC, acting as placement agent (the “Placement Agent”) 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 such Purchaser’s knowledge, and during the 30 day period prior to the date of this Agreement such Purchaser and its affiliates, to Purchaser’s knowledge, have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the 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 such Purchaser 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 . All of the outstanding shares of Common Stock of the Issuer have been duly and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. The Common Stock to be sold pursuant to this Agreement and the Common Stock to be issued upon exercise of the Warrants has been duly authorized, reserved for issuance and, when issued and delivered to the Purchaser against payment therefor as provided by this Agreement and pursuant to the Warrant, respectively, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock and Warrants will not be subject to any preemptive or similar rights.

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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 for the fiscal year ended June 30, 2012 and Form 10-Q for the fiscal quarter ended December 31, 2012, 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 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 Units 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 Units 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 Units 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 such Purchaser. 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

5



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.
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 on 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 Units. If at any time prior to the issuance of any of the Purchased Units any representation or warranty shall not be true and accurate in any respect, the Issuer shall so notify the Purchaser.

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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.
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 the Placement Agent, 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 the Placement Agent, 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 unless such consent is in a writing signed by such Purchaser:
5.1      Representations and Warranties . The representations and warranties of the Issuer contained in 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 such Purchaser’s counsel, and such Purchaser shall have received all such counterpart original and certified or other copies of such documents as it may reasonably request.

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5.4      Opinion of Issuer Counsel . Such 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 to the Purchaser 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.
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 . Such Purchaser shall have received from the Issuer’s Secretary or Assistant Secretary, a certificate having attached thereto (i) the Certificate of Incorporation of the Issuer 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.
5.8      Warrant . Issuer shall have delivered a copy of the Warrant to such Purchaser, substantially in the form of Exhibit D dated as of the Closing Date and executed by Issuer.
6.      Conditions of the Issuer’s Obligations at Closing . The obligations of the Issuer to the 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.
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 Units pursuant to this Agreement shall be duly obtained and effective as of the Closing.

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6.6      Warrant . Such Purchaser shall have delivered a copy of the Warrant substantially in the form of Exhibit D , dated as of the Closing Date and executed by such Purchaser.
7.      Restrictions on Transfer .
7.1      Resale Restrictions . The Purchasers understand that the offer and sale of the Purchased Units 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 Common Stock, or any interest in the Common Stock, unless (1) the offer and sale is registered under the Securities Act, (1) the Common Stock 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 (1) 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. Each Purchaser agrees not to offer, sell or otherwise transfer the Warrants or any interest in the Warrants except to the estate of the Purchaser if the Purchaser is deceased, a direct family member of the Purchaser, an Affiliate (as defined in the Warrant) of the Purchaser, or a trust organized by the Purchaser for the benefit of the Purchaser or a direct family member of the Purchaser; provided , however, that that the transferee shall be an “accredited investor” as defined in Rule 501(a) under the Securities Act or as a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act in a transaction pursuant to Rule 144A.
7.2      Common Stock Restrictive Legend . Each Purchaser understands and agrees that a legend in substantially the following form will be placed on the certificates of Common Stock:
“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.”
7.3      Warrant Restrictive Legend . Each Purchaser understands and agrees that a legend in substantially the following form will be placed on the Warrant:
“THE WARRANT EVIDENCED BY THIS CERTIFICATE HAS 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. THE WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT TO THE ESTATE OF THE HOLDER IF THE HOLDER

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IS DECEASED, A DIRECT FAMILY MEMBER OF THE HOLDER, AN AFFILIATE OF THE HOLDER, OR A TRUST ORGANIZED BY THE HOLDER FOR THE BENEFIT OF THE HOLDER OR A DIRECT FAMILY MEMBER OF THE HOLDER; PROVIDED, HOWEVER, THAT THAT SUCH TRANSFEREE SHALL BE AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.”
7.4      Illiquid Investment . Each Purchaser acknowledges that it, he or she must bear the economic risk of its investment in the Purchased Units for an indefinite period of time, until such time as the Common Stock is registered or an exemption from registration is available.
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, assigns, heirs, representatives and estates (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, 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. 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 from such Purchaser from the sale of the Purchased Units.
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

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

11



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 Units 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 Units to which such loss relates and shall not be joint with any other Purchaser.
(b)      The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are fully informed regarding said provisions. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be contrary to certain of the provisions of this Section 8, and the parties hereto hereby expressly waive and relinquish any right or ability to assert such public policy as a defense to a claim under this Section 8 and further agree not to attempt to assert any such defense.
9.      Notices . All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (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 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 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:
(a)      if to the Issuer, to:

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Contango ORE, Inc.
3700 Buffalo Speedway, Suite 960
Houston, TX 77098
Attn: President and CEO
Tel:    (713) 960-1901
Fax:    (713) 960-1065
with a copy to:
Morgan, Lewis & Bockius LLP
300 S. Grand Avenue, Suite 2200
Los Angeles, CA 90071
Attn: Richard A. Shortz
Tel:    (213) 612-2526
Fax:    (213) 612-2501
(b)
if to a Purchaser, at its address on Schedule 1 attached hereto, or at such other address or addresses as may have been furnished to the Issuer in writing by such Purchaser.
10.      Reliance . Each Purchaser and the Issuer understand and agree that the other party and its respective officers, directors, employees and agents may, and will, rely on the accuracy of the other party’s respective representations and warranties in this Agreement to establish compliance with applicable securities laws. Each Purchaser and the Issuer agree to indemnify and hold harmless all such parties against all losses, claims, costs, expenses and damages or liabilities which they may suffer or incur caused or arising from their reliance on such representations and warranties; provided , however , that the indemnification provided by each Purchaser pursuant to this Section 10 shall be limited to the Purchase Price paid by such Purchaser pursuant to this Agreement.
11.      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.
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.

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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 Units.
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.


[Signature Page Follows]



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

CONTANGO ORE, INC.


By:              
Name:    Brad Juneau
Title:    President and Chief Executive Officer


[Signature Page to Subscription Agreement]



PURCHASER:

[___________]


By:                         
Name:    
Title:    


[Signature Page to Subscription Agreement]



SCHEDULE 1




    



EXHIBIT A
ACCREDITED INVESTOR CERTIFICATE


    



EXHIBIT B
OPINION OF MORGAN, LEWIS & BOCKIUS LLP


    



EXHIBIT C
FORM OF REGISTRATION RIGHTS AGREEMENT


    



E XHIBIT D
FORM OF WARRANT

    


EXHIBIT 10.2
CONTANGO ORE, INC.
REGISTRATION RIGHTS AGREEMENT







This REGISTRATION RIGHTS AGREEMENT, dated as of March 22, 2013 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 Subscription Agreement (as defined below).
Pursuant to the Subscription Agreements, each dated as of March 22, 2013, among the Company and each Purchaser (collectively, the “ Subscription Agreement ”), the Purchasers have agreed to purchase from the Company units (“ Units ”) consisting of (i) one share of Common Stock, and (ii) a five-year warrant to purchase one (1) share of Common Stock (the “ Warrant ”). To induce the Purchasers to purchase the Units, the Company has agreed to provide registration rights with respect to the Common Stock pursuant to Section 5.5 of the Subscription Agreement and the Common Stock issuable upon exercise of the Warrants.
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 Subscription 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.
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 Units pursuant to the Subscription Agreement.
Common Stock ”: The common stock of the Company, par value $0.01.
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.
Majority of Holders ”: Holders holding over 50% of the Registrable Securities outstanding.
Notice and Questionnaire ”: A written notice executed by the respective Holder and delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A hereto.
Notice Holder ”: On any date, any Holder of Registrable Securities that has delivered a completed Notice and Questionnaire to the Company on or prior to such date.
Person ”: An individual, partnership, limited liability company, corporation, company, unincorporated organization, trust, joint venture, a government or agency or political subdivision thereof or any other legally recognized entity.
Prospectus ”: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.
Purchasers ”: As defined in the preamble hereto.
Registrable Securities ”: (a) Each share of Common Stock issued to the Holders pursuant to the Subscription Agreement, (b) each share of Common Stock issued to the Holders upon exercise of the Warrants or (c) 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;    
(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

2



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.
Subscription Agreement ”: As defined in the preamble hereto.
Suspension Notice ”: As defined in Section 4(e) hereof.
Suspension Period ”: As defined in Section 4(e) hereof.
Transfer Agent ”: Computershare Investor Services.
Units ”: As defined in the preamble hereto.
Warrant ”: As defined in the preamble hereto.
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 Registrable Securities. 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

3



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 upon the distribution of all Registrable Securities pursuant to such Registration Statement.
(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 Registrable Securities to be registered and will also specify the intended methods of disposition thereof. If the Holders intend to distribute the Registrable Securities 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 the Registrable Securities 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 the Registrable Securities for such period as the investment banker may so advise, but no more than ninety (90) days after the date on which such Demand Notice was made; 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.

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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:
(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 from one or more Holders (provided that such Holder has indicated within twenty (20) business days after receipt of the written notice from the Company described in clause (i) above that such Holder desires to sell its Registrable Securities in the manner of distribution proposed by the Company).
(b)      If the managing underwriter or underwriters for a registration pursuant to Section 3(a) advises the Company and the Holders in writing that in its opinion the dollar amount or number of Registrable Securities 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 Registrable 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.

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

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(d)      In connection with the Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Registrable Securities, the Company shall:
(i)      Subject to any notice by the Company in accordance with this Section 4(d) of the existence of any fact or event of the kind described in Section 4(d)(iii)(1), use its commercially reasonable efforts to keep the Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective or usable for resale of Registrable Securities during the Effectiveness Period, the Company shall file promptly an appropriate amendment to the Registration Statement, a supplement to or amendment of the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (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 Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended method or methods of distribution by the selling Holders thereof set forth in the Registration Statement or supplement to the Prospectus; and (y) furnish to each Holder (1) as far as in advance as reasonably practicable before filing the Prospectus or any supplement or amendment thereto, copies of reasonably complete drafts of all such documents proposed to be filed, and provide each such Holder the opportunity to object to any information pertaining to such Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Holder with respect to such information prior to filing the Prospectus or supplement or amendment thereto, and (2) such number of copies of the Prospectus and any supplements and amendments thereto as such Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Prospectus.
(iii)      Advise any selling Holder that has provided in writing to the Company a telephone or facsimile number 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):

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(1)      when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective,
(2)      of any request by the SEC for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto,
(3)      of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or
(4)      of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.
(iv)      Before any public offering of Registrable Securities, use its commercially reasonable efforts to cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Registrable Securities under the securities or blue sky laws of such jurisdictions in the United States as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required (A) to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in any jurisdiction where it is not now so subject, other than service of process for suits arising out of any offering pursuant to the Registration Statement, or (B) to subject itself to general or unlimited service of process or to taxation in any such jurisdiction if it is not now so subject.
(v)      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

8



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.
(ix)      Make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act as soon as practicable after the effective date of the Registration Statement and in any event no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement.
(e)      Notwithstanding Section 4(d)(i) hereof, the Company may suspend the effectiveness of the Registration Statement (each such period, a “ Suspension Period ”) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement, (ii) the Company has experienced some other material event the disclosure of which at such time, in the good faith judgment of the Company’s board of directors, based upon the advice of counsel, would materially adversely affect the Company, (iii) in the reasonable opinion of the Company’s independent auditors or the counsel for the Company, audited annual, unaudited interim and pro forma financial statements are required to be included in the Prospectus pursuant to the rules and regulations of the SEC and have not been so included, 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

9



during which the right to sell Registrable Securities under this Agreement was suspended pursuant to this Section 4(e).
(f)      Each Holder agrees by acquisition of a Registrable Security that, upon receipt of any notice (a “ Suspension Notice ”) from the Company of the existence of any fact of the kind described in Sections 4(d)(iii)(2) through (4) or 4(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until:
(i)      such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(d)(vi) hereof; or
(ii)      such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.
If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such Suspension Notice.
(g)      Each Holder agrees by acquisition of a Registrable Security, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement, or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed and signed Notice and Questionnaire (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. The Company may require each Notice Holder of Registrable Securities to be sold pursuant to the Registration Statement to furnish to the Company such information regarding the Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading. The Company may exclude from such Registration Statement the Registrable Securities of any Holder that unreasonably fails to furnish such information within five Business Days after receiving such request. The Company shall not include in any registration statement any information regarding, relating to, or referring to any Holder without the approval of such Holder in writing (not to be unreasonably withheld).

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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 Registrable Securities) and the Company’s expenses for messenger and delivery services and telephone;
(d)      all fees and disbursements of counsel to the Company;
(e)      all application and filing fees in connection with listing (or authorizing for quotation) the Registrable Securities on the OTC Bulletin Board or a national securities exchange pursuant to the requirements hereof; 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 its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. 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.
6.      Indemnification And Contribution.
(a)      In the event of the offer and sale of Registrable Securities under the Securities Act pursuant to this Agreement, the Company agrees to indemnify and hold harmless each Holder of Registrable Securities, its directors, officers, and employees, and agents and each Person, if any, who controls any such Holder within the meaning of the Securities Act or the Exchange Act (each, an “ Indemnified Holder ”), against any loss, claim, damage, liability or expense, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Registrable Securities), to which such Indemnified Holder may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:
(i)      any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement as originally filed or in any amendment thereof, in any Prospectus, or in any amendment or supplement thereto, or (B) any blue sky application or other document or any amendment or supplement thereto prepared or executed by the Company

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(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 (or based upon written information furnished by or on behalf of the Company) relating to a Holder by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein.
(b)      Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees, Affiliates and agents and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Registrable Securities), to which the Company may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:
(x)      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
(xi)      the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading,
but only with respect to any material misstatements or omissions in the written information relating to such Holder furnished to the Company by or on behalf of such Holder that has been specifically included in a Registration Statement or Prospectus.
(c)      Promptly after receipt by an indemnified party (the “ Indemnified Party ”) under this Section 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 the Indemnifying Party did not otherwise learn of such action and such failure results in the forfeiture by the

12



Indemnifying Party of substantial rights and defenses, and (ii) shall not, in any event, relieve it from any liability which it may have to an Indemnified Party other than under paragraphs (a)or (b) of this Section 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 seeking indemnification under this Section 6 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 pending or threatened action, suit or proceeding in respect of which any Indemnified Party is a party, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such action, suit or proceeding.
(e)      If the indemnification provided for in this Section 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 in respect thereof):

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(i)      in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holder on the other in connection with the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), or
(ii)      if the allocation provided by Section 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 Registrable Securities purchased under the Subscription Agreement entered into by such Holder (before deducting expenses) received by the Company, on the one hand, bear to the total proceeds received by such Holder with respect to its sale of Registrable Securities on the other. The relative fault of the parties shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or written information furnished to the Company by or on behalf of the Holders specifically for use in a registration statement on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Holder agree that it would not be just and equitable if the amount of contribution pursuant to this Section 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 subparagraph (e).
The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 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.
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 this Section 6, 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

14



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 to this Agreement acknowledges and agrees that any failure by such Party to comply with its obligations hereunder may result in material irreparable injury to the other Parties for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely, and that, in the event of any such failure, in addition to being entitled to exercise all rights provided to it herein or in the Subscription Agreement or granted by law, including recovery of liquidated or other damages, any other Party may obtain such relief as may be required to specifically enforce the failing Party’s obligations hereunder. Each Party further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.
(b)      Amendments and Waivers . This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless the Company has obtained the written consent of a Majority of Holders; provided, however, that with respect to any matter that directly or indirectly adversely affects the rights of a Holder or Holders in a manner different than a manner in which it affects the rights of other Holders (other than as a result of the Holders holding different amounts of Registrable Securities), the Company shall obtain the written consent of such adversely affected Holders. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and does not directly or indirectly adversely affect the rights of other Holders, may be given by a Majority of Holders, determined on the basis of Registrable Securities being sold rather than registered under such Registration Statement.
(c)      Notices . All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first class mail (registered or certified, return receipt requested), facsimile transmission, or air courier guaranteeing overnight delivery:
(iii)      if to a Holder, at the address set forth on the records of the Transfer Agent; and
(iv)      if to the Company, initially at its address set forth in the Subscription Agreement,
With a copy (which shall not constitute notice) to:


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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 in such courts, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any Person who controls any Holder, in any court of competent jurisdiction.
(g)      Common Stock Held by the Company . Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
(h)      Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

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

[Signature Page Follows]



17



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
COMPANY:
CONTANGO ORE, INC.
 
 
By:
 
Name:
Title:

[signature page to Registration Rights Agreement]



PURCHASER:

[_________________]
_________________________________



[signature page to Registration Rights Agreement]


EXHIBIT 10.3
WARRANT
to Purchase Common Stock of
Contango ORE, Inc.
a Delaware corporation
(the “Company”)

As of March 22, 2013


THE WARRANT EVIDENCED BY THIS CERTIFICATE HAS 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. IN ADDITION, THE WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT TO THE ESTATE OF THE HOLDER IF THE HOLDER IS DECEASED, A DIRECT FAMILY MEMBER OF THE HOLDER, AN AFFILIATE OF THE HOLDER, OR A TRUST ORGANIZED BY THE HOLDER FOR THE BENEFIT OF THE HOLDER OR A DIRECT FAMILY MEMBER OF THE HOLDER; PROVIDED, HOWEVER, THAT THAT SUCH TRANSFEREE SHALL BE AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.

(“ Holder ”), or registered assigns, is entitled to purchase from the Company at any time on and after the date that is six months following the date of this Warrant not later than 5 p.m., Central Standard Time, on the fifth (5th) anniversary of the date of this Warrant (the “ Expiration Date ”),                  (______) shares of Warrant Stock (as defined below), in whole or in part, at a per share of Warrant Stock purchase price at any date equal to the Purchase Price (as defined below), all on the terms and conditions hereinbelow provided.

This Warrant is issued pursuant to a Subscription Agreement dated as of the date of this Warrant between the Holder and the Company and the other Purchasers identified therein (the “ Agreement ”).

Section 1. Certain Definitions . In addition to the terms defined below and elsewhere in this Warrant, capitalized terms that are not otherwise defined herein shall have the meanings given to such terms in the Agreement.
Additional Shares of Common Stock ” shall mean all shares of Common Stock issued by the Company after the Closing Date other than shares of Common Stock issued pursuant to options to purchase Common Stock issued pursuant to the Company’s 2010 Equity Compensation Plan, including those options issued to date.

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Affiliate ” shall mean any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified persons. 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.
Aggregate Purchase Price ” shall have the meaning given in Section 2 below.
Board of Directors ” shall mean the duly appointed board of directors of the Company.
Business Day ” shall mean a day, other than a Saturday, Sunday or legal holiday on which commercial banks are authorized or obligated by law or executive order to close in the State of Texas.
Closing Date ” shall mean the date of this Warrant.
Commission ” shall mean the Securities and Exchange Commission.
Common Stock ” shall mean the Company’s authorized common stock, $.01 par value per share, as constituted on the date of original issuance of this Warrant, and any stock into which such common stock may thereafter be changed.
Convertible Securities ” shall mean evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for Additional Shares of Common Stock, either immediately or upon the arrival of a specified date or the happening of a specified event.
Current Market Price ” per share of Common Stock shall mean the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock as reported in the Over the Counter Bulletin Board market (“Pink Sheets”) under the trading symbol “CTGO” (or any similar organization or agency succeeding to its functions of reporting prices). If the Current Market Price cannot be calculated for the Common Stock on a particular date, the Current Market Price of such Common Stock on such date shall be the fair market value as determined by the Board of Directors using its good faith judgment. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
Eligible Stock Units ” shall have the meaning in Section 2 below.
Person ” shall mean any individual, corporation, partnership, association, joint stock company, trust or trustee thereof, estate or executor thereof, unincorporated organization or joint venture, court or governmental unit or any agency or subdivision thereof, or any other legally recognizable entity.
Purchase Price ” shall mean $10.00 per Stock Unit.

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Securities Act ” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.
Stock Unit ” shall mean one share of Common Stock, as such Common Stock was constituted on the date of original issue of this Warrant and thereafter shall mean such number of shares (including any fractional shares) of Common Stock as shall result from the adjustments specified in Section 4 of this Warrant.
Warrant ” shall mean this Warrant, evidencing rights to purchase shares of Common Stock, and all Warrants issued upon transfer, division or combination of, or in substitution for, this Warrant. All Warrants shall at all times be identical as to terms and conditions and date, except as to the Common Stock for which they may be exercised.
Warrant Stock ” shall mean the shares of Common Stock purchasable by the Holder upon the exercise hereof.

Section 1.      Exercise of Warrant . The Holder of this Warrant may, at any time on or after the date that is six months following the date of this Warrant but not later than the Expiration Date, exercise this Warrant in whole or in part for the number of shares of Stock Units which such Holder is then entitled to purchase hereunder (the “ Eligible Stock Units ”). In order to exercise this Warrant, in whole or in part, the Holder hereof shall deliver to the Company at its office maintained for such purpose pursuant to Section 18: (i) a written notice of such Holder’s election to exercise this Warrant, (ii) this Warrant, and (iii) the total purchase price for the shares of Eligible Stock Units being purchased upon such exercise by (a) delivery in cash, by wire transfer or certified or official bank check of immediately available funds in an amount equal to the product of the Purchase Price multiplied by the number of Eligible Stock Units being purchased upon such exercise (the “ Aggregate Purchase Price ”), (b) by delivery of shares of Common Stock held by the Holder having a Current Market Price equal to the Aggregate Purchase Price or (c) to the extent permitted by applicable law, the delivery of a notice to the Company that the Holder is exercising the Warrant without payment of the Aggregate Purchase Price by authorizing the Company to deliver the number of shares of Warrant Stock issuable upon exercise of the Warrant to be determined based upon the following formula:
((MP - PP) x WS)/MP =    the number of shares of Warrant Stock issuable upon exercise of this Warrant without payment of the Aggregate Purchase Price

WHERE:

MP =    Current Market Price
PP =    Purchase Price
WS =    The number of shares of Warrant Stock issuable upon exercise of this Warrant (in whole or in part).

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Such notice shall be in the form of the Subscription set out at the end of this Warrant. Upon receipt thereof, the Company shall, as promptly as practicable and in any event within ten (10) Business Days thereafter, cause to be executed and delivered to such Holder a certificate or certificates representing the aggregate number of fully paid and nonassessable shares of Warrant Stock issuable upon such exercise. In the event the Holder of this Warrant elects to exercise this Warrant with respect to less than all of the Eligible Stock Units, the Company shall also return to the Holder this Warrant marked to show the remaining Stock Units eligible to be exercised.
The stock certificate or certificates for Warrant Stock so delivered shall be endorsed with the following legend and shall be in such denominations as may be specified in said notice and shall be registered in the name of such Holder or such other name or names as shall be designated in said notice:
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.
Such certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares evidenced by such certificate, including to the extent permitted by law and the Company’s certificate of incorporation and bylaws, the right to vote such shares or to consent or to receive notice as a stockholder, as of the time said notice is received by the Company as aforesaid.
Except as otherwise provided in Section 8 hereof, the Company shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issue and delivery of stock certificates under this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the name of the Holder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable upon the issuance of such stock certificate or certificates shall be paid by the Holder hereof at the time of delivering the notice of exercise mentioned above.
All shares of Warrant Stock issuable upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable, and free from all liens and other encumbrances thereon.
No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. If the exercise of this Warrant results in a required issuance of a fraction of a share, an amount equal to such fraction multiplied by the Current Market Price per share of Common Stock on the day of delivery of notice of exercise to the Company shall be paid to the Holder of this Warrant in cash by the Company.

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Section 2.      Transfer, Division and Combination . This Warrant may not be sold, transferred or otherwise disposed of by the Holder except to the estate of the Holder if the Holder is deceased, a direct family member of the Holder, an Affiliate of the Holder, or a trust organized by the Holder for the benefit of the Holder or a direct family member of the Holder; provided , however, that that the transferee shall be an “accredited investor” as defined in Rule 501(a) under the Securities Act (“ Transfer Restriction ”). Subject to the Transfer Restriction and Section 10, this Warrant and all rights hereunder may be transferred, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company maintained for such purpose pursuant to Section 18, together with a written assignment of this Warrant duly executed by the Holder hereof or its agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Such assignment shall be substantially in the form of the Assignment set out at the end of this Warrant. Upon such surrender and payment the Company shall, subject to this Transfer Restriction and Section 10, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be cancelled. This Warrant, if properly assigned in compliance with this Section 3 and Section 10, may be exercised by an assignee for the purchase of shares of Warrant Stock without having a new Warrant issued.
This Warrant may, subject to the Transfer Restriction and Section 10, be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder hereof or its agent or attorney. Subject to compliance with the preceding paragraph and with the Transfer Restriction and Section 10, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.
The Company shall pay all expenses, taxes (other than income taxes, if any, of the transferee) and other charges incurred by the Company in the performance of its obligations in connection with the preparation, issue and delivery of Warrants under this Section 3.
The Company agrees to maintain at its aforesaid office books for the registration and transfer of the Warrants.
Section 3.      Adjustment of Stock Unit . The number of shares of Common Stock comprising a Stock Unit shall be subject to adjustment from time to time as set forth in this Section 4 with respect to any fact or event described herein occurring after the date hereof. The Company will not create any class of Common Stock which carries any rights to dividends or assets differing in any respect from the rights of the Common Stock on the date hereof. Anything contained in this Section 4 notwithstanding, any adjustment made pursuant to any provision of this Section 4 shall be made without duplication of an adjustment otherwise required by and made pursuant to another provision of this Section 4 on account of the same facts or events.

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A.      Stock Dividends, Subdivisions and Combinations . In case at any time or from time to time following the Closing Date, the Company shall:
(1)      subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or
(2)      combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,
then the number of shares of Common Stock comprising a Stock Unit immediately after the happening of any event described in clauses (1) and (2) above shall be adjusted so as to consist of the number of shares of Common Stock which a record holder of the number of shares of Common Stock constituting a Stock Unit immediately prior to the happening of such event would own or be entitled to receive after the happening of an event described in clauses (1) and (2) above.
B.      Certain Other Dividends and Distributions . In case at any time or from time to time following the Closing Date the Company shall make any dividend or other distribution of:
(1)      cash (other than a cash distribution made as a dividend and payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated subsidiaries earned subsequent to the date hereof determined in accordance with generally accepted accounting principles), or
(2)      any evidence of its indebtedness (other than Convertible Securities), or any other property (other than cash and other than Convertible Securities or Additional Shares of Common Stock),
then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Current Market Price per share of Common Stock at the date of dividend or distribution, and (ii) the denominator of which shall be such Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of any such cash so distributed and of the fair value of any and all such evidences of indebtedness so distributed. Such fair value shall be determined in good faith by the Board of Directors.

C.      Issuance of Additional Shares of Common Stock . In case at any time or from time to time the Company shall (except as hereinafter provided) issue, whether in connection with the merger of a corporation into the Company or otherwise, any Additional Shares of Common Stock for a consideration per share less than the Current Market Price per share of Common Stock, then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to be that number determined by multiplying the number of shares of Common

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Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Current Market Price per share of Warrant Stock, and (ii) the denominator of which shall be the consideration per share received by the Company for such Additional Shares of Common Stock. For purposes of this Subsection, the date as of which the Current Market Price per share of Common Stock shall be computed shall be the date of actual issuance of such Additional Shares of Common Stock. The provisions of this Subsection shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Subsection A of this Section 4.
D.      Merger, Consolidation or Disposition of Assets . In case the Company shall merge or consolidate into another corporation, or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and pursuant to the terms of such merger, consolidation or disposition, shares of common stock of the successor or acquiring corporation are to be received by or distributed to the holders of Common Stock, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, Stock Units each comprising the number of shares of common stock of the successor or acquiring corporation receivable upon or as a result of such merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock comprising a Stock Unit immediately prior to such event. If, pursuant to the terms of such merger, consolidation or disposition of assets, any cash, shares of stock or other securities or property (including warrants, options or other subscription or purchase rights) are to be received by or distributed to the holders of Common Stock in addition to common stock of the successor or acquiring corporation, there shall be an adjustment in the number of shares of Common Stock thereafter comprising a Stock Unit to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Current Market Price per share of Common Stock at the date of such merger, consolidation or disposition, and (ii) the denominator of which shall be such Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of any cash so distributed and of the fair value of any and all such shares of stock, securities or other property. Such fair value shall be determined in good faith by the Board of Directors. In case of any such merger, consolidation or disposition of assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all of the obligations and liabilities hereunder, subject to such modification as shall be necessary to provide for adjustments of Stock Units which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions of this Subsection shall similarly apply to successive mergers, consolidations or dispositions of assets.
Section 4.      Notice to Warrant Holders .
A.      Notice of Adjustment of Stock Unit . Whenever the number of shares of Common Stock comprising a Stock Unit shall be adjusted pursuant to Section 4, the Company shall forthwith obtain a certificate signed by the President of the Company, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated and specifying the number of shares of Common Stock comprising a Stock Unit

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and, if such adjustment was made pursuant to Section 4.D, describing the number and kind of any other shares of stock comprising a Stock Unit after giving effect to such adjustment or change. The Company shall promptly, and in any case within 10 days after the making of such adjustment, cause a signed copy of such certificate to be delivered to the Holder. The Company shall keep at its office or agency, maintained for the purpose pursuant to Section 18, copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the Holder.
B.      Notice of Certain Corporate Action . In case the Company shall (a) pay any dividend payable in cash or in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, or (b) issue any Additional Shares of Common Stock for a consideration per share less than the Current Market Price of per share of Common Stock, or (c) effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Common Stock), or (d) effect any capital reorganization, or (e) effect any consolidation, merger or sale, change to the Company’s charter or bylaws, transfer or other disposition of all or substantially all of its property, assets or business, or (f) effect the liquidation, dissolution or winding up of the Company, then in each such case, the Company shall promptly give to each Holder of a Warrant, in accordance with Section 18, a notice of such action, which shall specify the date on which any such action was taken, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock and Warrants.
Section 5.      Reservation and Authorization of Common Stock . The Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants.
Section 6.      Stock and Warrant Transfer Books . The Company will not at any time, except (i) upon dissolution, liquidation or winding up, or (ii) for purposes of declaring and paying a dividend or matters related to voting by shareholders of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.
Section 7.      Transfer Taxes . The Company will pay any and all transfer taxes that may be payable in respect of the issuance or delivery of shares of Common Stock on exercise of this Warrant. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which this Warrant is registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.
Section 8.      No Voting Rights . This Warrant shall not entitle the Holder hereof to any voting rights, or to any rights as a stockholder of the Company.
Section 9.      Restrictions on Transferability . The Warrants and the Warrant Stock shall be transferable only upon compliance with the conditions specified in this Warrant and in

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compliance with the provisions of the Securities Act and applicable state securities laws in respect of the transfer of any Warrant or any such Common Stock.
Section 10.      Limitation of Liability . No provision hereof, in the absence of affirmative action by the Holder hereof to purchase shares of Common Stock, shall give rise to any liability of such Holder for the purchase price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
Section 11.      Agreement . Nothing in this Warrant shall limit or reduce the rights and benefits of the Holder under the Agreement.
Section 12.      Representations and Warranties .
A.      Holder makes to the Company, as of the date hereof, the same representations and warranties that it made in Section 3 of the Agreement, mutatis mutandis , so that they apply appropriately to this Warrant.
B.      The Company makes to the Holder, as of the date hereof, the same representations and warranties that it made in Section 4 of the Agreement, mutatis mutandis , so that they apply appropriately to this Warrant.
Section 13.      Loss, Destruction of Warrant Certificates . Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Warrant Stock.
Section 14.      Furnish Information . The Company agrees that it shall deliver to the Holder promptly after their becoming available copies of all financial statements, reports and proxy statements which the Company shall have sent to its stockholders generally.
Section 15.      Amendments . The terms of this Warrant may be amended, and the observance of any term therein may be waived, only with the written agreement of the Company and the Holder.
Section 16.      Office of the Company . So long as any of the Warrants remains outstanding, the Company shall maintain an office where the Warrants may be presented for exercise, transfer, division or combination as in this Warrant provided. Such office shall be at 3700 Buffalo Speedway, Suite 960, Houston, Texas 77098 unless and until the Company shall designate and maintain some other office for such purposes and give written notice thereof to the Holder.
Section 17.      Notices Generally . All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered

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personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers:
If to Company, to:

Contango ORE, Inc.
3700 Buffalo Speedway, Suite 960
Houston, Texas 77098
Attention: Brad Juneau, President and Chief Executive Officer
Phone:    (713) 960-1901
Fax:    (713) 960-1065

with a copy to:

Morgan, Lewis & Bockius LLP
300 South Grand Avenue, 22nd Floor
Los Angeles, California 90071
Attention: Richard A. Shortz, Esq.
Phone:    (213) 612-2500
Fax:    (213) 612-2501

If to Holder, to:

                        
                        
                        
Attention:                 
Phone:                     
Fax:                     

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 18, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section 18, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 18). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice in accordance with this Section 18 specifying such change to the other party hereto.

Section 18.      Termination . This Warrant will terminate as of the Expiration Date.

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Section 19.      Governing Law . THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the parties hereto have duly executed this Warrant as of the date specified on the face of this Warrant.


CONTANGO ORE, INC.,
a Delaware corporation


By:                             
Name: Brad Juneau
Title: President and Chief Executive Officer


ACKNOWLEDGED AND AGREED

                    


By:                             
Name:
Title:

SUBSCRIPTION FORM
(to be executed only upon exercise of Warrant)

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for and purchases ___________ shares of Warrant Stock of Contango ORE, Inc., a Delaware corporation, purchasable with this Warrant, the undersigned herewith [makes a cash payment in accordance with Section 2(a) of the Warrant] [makes delivery of ___ shares of Common Stock held by the Holder having a Current Market Price equal to the Aggregate Purchase Price in accordance with Section 2(b) of the Warrant] [makes a cashless exercise pursuant to Section 2(c) of the Warrant] and requests that certificates for the shares of Common Stock hereby purchased and issued in the name of and delivered to the undersigned whose name and address is                  .

In the event that the holder has elected a cash exercise with respect to some or all of the shares of Warrant Stock to be issued pursuant hereto, the undersigned shall pay the Aggregate Purchase Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.


Dated:

                            
(Signature of Registered Owner)

                            
(Street Address)

                            
(City)        (State)        (Zip Code)

ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Warrant Stock set forth below:

Name and Address of Assignee        No. of shares of Warrant Stock





and does hereby irrevocably constitute and appoint the Company attorney to make sure transfer on the books of Contango ORE, Inc., a Delaware corporation, maintained for the purpose, with full power of substitution in the premises.

Dated:
                        
Signature

                        
Witness

NOTICE:
The signature to the assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever.




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EXHIBIT 99.1
CONTANGO ORE, INC.

NEWS RELEASE


Contango ORE Announces Private Placement of Common Stock


March 22, 2013 – HOUSTON, TEXAS – Contango ORE, Inc. (“Company”) (OTCBB: CTGO) announced today that it has completed the issuance and sale of an aggregate of 1,230,999 units (“Units”) at a price of $12.00 per Unit with each Unit consisting of (i) one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) a five-year warrant to purchase one (1) share of Common Stock at $10.00 per share (the “Warrant”), in a private placement to certain investors (the “Investors”) pursuant to a Subscription Agreement between the Company and each Investor. The Company will use the approximately $14.2 million in net proceeds of the private placement to fund its 2013 exploration program in Alaska. Assuming success on our initial drill holes on new prospects, we anticipate spending approximately $13 million on exploration expenses and general corporate purposes. The Company will spend approximately $5 million in the first phase of drilling, review the results of the early drilling, and will allocate the remaining capital towards the prospects that offer the best potential for hosting commercial quantities of gold and/or copper resources. The Units sold were not registered under the Securities Act of 1933, as amended, but the Common Stock issued in the offering and the shares of Common Stock issued upon exercise of the Warrants are subject to a Registration Rights Agreement allowing the shares to be registered by the holders at a future date. Petrie Partners Securities, LLC acted as sole placement agent in connection with the transaction.

Brad Juneau, the Company’s President and Chief Executive Officer, said “Our 2013 exploration season is about to begin and this capital raise fully funds our planned program for 2013. We will have two or three exploration rigs drilling approximately 60-85 core holes on our Tetlin Lease this summer as well as completing additional airborne geophysics, reconnaissance exploration and environmental studies. For a more complete description of our planned program, visit our website a t www.contangoore.com. Both our Chairman, Kenneth R. Peak, and I have each personally invested $1.0 million in this offering and are obviously enthused about our potential for success.”


# # #


Contango ORE, Inc. (CORE) is a Houston-based company that engages in the exploration in Alaska for gold and associated minerals and rare earth elements. Additional information can be found on our web page at www. contangoore.com.




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

Contango ORE, Inc.                         For information, contact:
3700 Buffalo Speedway, Suite 960    Brad Juneau
Houston, Texas 77098    (713) 805-4086
www.contangoore.com