Common use of Conditions of the Purchasers’ Obligations at the Closing Clause in Contracts

Conditions of the Purchasers’ Obligations at the Closing. The respective obligations of each Purchaser to consummate the purchase of the Purchased Securities to be purchased by such Purchaser at the Closing shall be subject to the satisfaction (or waiver by such Purchaser) on or prior to the Closing Date of each of the following conditions: (i) the representations and warranties of Contango contained in this Agreement that are qualified by materiality shall be true and correct as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct in all material respects as of such date only); (ii) Contango and the Subsidiaries shall have performed and complied, in all material respects, with all of the covenants and agreements required to be performed and complied with by it hereunder on or prior to the Closing Date; (iii) Contango shall have adopted and filed with the Secretary of State of the State of Texas the Statement of Resolution in the form attached hereto as Exhibit A (the “Statement of Resolution”), and the Statement of Resolution shall have become effective as an amendment to Contango’s Amended and Restated Certificate of Formation, dated June 14, 2019, as amended (the “Contango Charter”); (iv) Contango shall have received either voting agreements or a written consent from the holders of a majority of the outstanding securities of Contango entitled to vote that such holders approve, or shall approve, an amendment to the Contango Charter to increase the number of authorized shares of Common Stock, and such voting agreements or written consent shall be in effect or not withdrawn, respectively, on the Closing Date; (v) except for the delivery of the Purchase Price (as defined in the White Star Purchase Agreement), all conditions precedent for the consummation of the acquisition of the White Star Properties as set forth in the White Star Purchase Agreement shall have been satisfied; and (vi) Contango shall have delivered, or caused to be delivered, to such Purchaser, Contango’s closing deliveries described in Section 2.05.

Conditions of the Purchasers’ Obligations at the Closing. The respective obligations of each Purchaser to consummate the purchase of the Purchased Securities to be purchased by such Purchaser at the Closing shall be subject to the satisfaction (or waiver by such Purchaser) on or prior to the Closing Date of each of the following conditions: (i) the representations and warranties of Contango contained in this Agreement that are qualified by materiality shall be true and correct as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct in all material respects as of such date only); (ii) Contango and the Subsidiaries shall have performed and complied, in all material respects, with all of the covenants and agreements required to be performed and complied with by it hereunder on or prior to the Closing Date; (iii) Contango shall have adopted and filed with the Secretary of State of the State of Texas the Statement of Resolution in the form attached hereto as Exhibit A B (the “Statement of Resolution”), and the Statement of Resolution shall have become effective as an amendment to Contango’s Amended and Restated Certificate of Formation, dated June 14, 2019, as amended (the “Contango Charter”); (iv) Contango shall have received either voting agreements or a written consent from the holders of a majority of the outstanding securities of Contango entitled to vote that such holders approve, or shall approve, an amendment to the Contango Charter to increase the number of authorized shares of Common Stock, and such voting agreements or written consent shall be in effect or not withdrawn, respectively, on the Closing Date; (v) except for the delivery of the Purchase Price (as defined in the White Star Purchase Agreement), all conditions precedent for the consummation of the acquisition of the White Star Properties as set forth in the White Star Purchase Agreement shall have been satisfied; and (viiv) Contango shall have delivered, or caused to be delivered, to such Purchaser, Contango’s closing deliveries described in Section 2.05.

Conditions of the Purchasers’ Obligations at the Closing. The respective obligations obligation of each the Purchaser to consummate the purchase of the Purchased Securities to be purchased transactions contemplated by such Purchaser at the Closing shall be this Agreement is subject to the satisfaction (or waiver by such the Purchaser) on or prior to the Closing Date of each of the following conditions: (i) All of the representations and warranties of Contango Crosstex contained in this Agreement that are qualified by materiality shall be true and correct as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on and as of the date hereof and as of the Closing Date (except that other than the representations and warranties made as of a specific date specified date, which shall be required to be true and correct in all material respects on and as of such date only);date) as if such representations and warranties were made on and as of that date, except that those representations and warranties that are qualified by materiality, Crosstex Material Adverse Effect or similar phrase shall be true and correct in all respects as written on and as of the Closing. (ii) Contango and Each of the Subsidiaries Crosstex Entities shall have performed and complied, in all material respects, with respects all of the covenants and agreements required to be performed and complied with by it hereunder on or prior to the Closing Date;Closing. (iii) Contango From the date hereof until the Closing Date, no material changes, developments or events shall have adopted occurred with respect to the assets, liabilities, financial condition, business, results of operations, affairs or prospects of the Crosstex Entities that would cause a Crosstex Material Adverse Effect. (iv) The Purchaser shall have received from ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel for the Crosstex Entities, an opinion in substantially the form attached hereto as Exhibit C hereto, which shall be addressed to the Purchaser and filed dated the date of the Closing. (v) The General Partner shall have entered into an Amendment No. 3 to the Partnership Agreement in the form attached hereto as Exhibit D, and the Partnership Agreement, as amended, shall be in full force and effect. (vi) The delivery by Crosstex of all of the following documents: (A) a certificate or certificates representing the Purchased Units and meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than the transfer restrictions under applicable federal and state securities laws and other than those arising under the Partnership Agreement or the Delaware LP Act, registered in such name(s) as the Purchaser has designated; (B) an Officer’s Certificate, signed by (x) the Chief Executive Officer and (y) the Chief Financial Officer of Crosstex GP LLC, in their respective capacities as such, dated as of the date of the Closing, stating that the conditions in Sections 2.04(a)(ii), 2.04(b)(i), 2.04(b)(ii), 2.04(b)(iii) and 2.04(b)(vii) have been fully satisfied; (C) a certificate of the Secretary or Assistant Secretary of Crosstex GP LLC, on behalf of Crosstex, certifying as to and attaching (1) the Partnership Agreement, as amended, (2) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (3) the incumbency of the officers authorized to execute the Basic Documents on behalf of Crosstex, setting forth the name and title and bearing the signatures of such officers; (D) a duly executed waiver of the General Partner with respect to certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit E; (E) copies of (i) the Certificate of Limited Partnership of Crosstex and all amendments thereto, (ii) the Certificate of Limited Partnership of the General Partner and all amendments thereto and (iii) the Certificate of Formation of Crosstex GP LLC and all amendments thereto, each of (i), (ii) and (iii) certified by the Secretary of State of the jurisdiction of its formation as of a recent date; (F) a certificate of the Secretary of State of the State of Texas Delaware, the Statement Secretary of Resolution State of the State of Louisiana or the Secretary of State of the State of Texas, as applicable, dated as of a recent date, that each of the Crosstex Entities is in good standing in their respective jurisdiction of incorporation or formation; (G) a certificate of the Secretary of State (or corresponding state official) of each of the jurisdictions listed on Schedule B hereto, dated as of a recent date, evidencing the qualification and good standing of the Crosstex Entities as a foreign corporation, limited partnership or limited liability company, as applicable, in good standing; (H) cross-receipt executed by Crosstex and delivered to the Purchaser certifying that it has received the Purchase Price as of the Closing Date; (I) the Registration Rights Agreement in substantially the form attached hereto as Exhibit A (the “Statement of Resolution”)B, and the Statement of Resolution which shall have become effective as an amendment to Contango’s Amended and Restated Certificate of Formation, dated June 14, 2019, as amended (the “Contango Charter”)been duly executed by Crosstex; (ivJ) Contango shall have received either voting agreements or a written consent from the holders of a majority of Board Representation Agreement in substantially the outstanding securities of Contango entitled to vote that such holders approveform attached hereto as Exhibit A, or shall approve, an amendment to the Contango Charter to increase the number of authorized shares of Common Stock, and such voting agreements or written consent shall be in effect or not withdrawn, respectively, on the Closing Date; (v) except for the delivery of the Purchase Price (as defined in the White Star Purchase Agreement), all conditions precedent for the consummation of the acquisition of the White Star Properties as set forth in the White Star Purchase Agreement which shall have been satisfiedduly executed by Crosstex, the General Partner, Crosstex GP LLC and Crosstex Energy, Inc.; and (viK) Contango such other documents relating to the transactions contemplated by this Agreement as the Purchaser or its special counsel may reasonably request. (vii) Crosstex shall have deliveredfiled with the NASDAQ a “Notification Form: Listing of Additional Shares” and supporting documentation, if required, related to the Conversion Units. (viii) The investment funds which, directly or caused indirectly, own the Purchaser shall have called and received capital from their limited partners equal in the aggregate to the Purchase Price and shall have distributed such funds to the Purchaser (provided, however, that this condition shall be delivered, to such Purchaser, Contango’s closing deliveries described in Section 2.05deemed waived by the Purchaser upon the expiration of the ten (10)-Business Day period following the date of this Agreement).

Conditions of the Purchasers’ Obligations at the Closing. 5.1 Conditions of the Purchaser’s Obligations to the Seller at the First Closing. The respective obligations of each the Purchaser to consummate the purchase of the Purchased Securities to be purchased by such Purchaser at the First Closing shall be are subject to the satisfaction (fulfillment or waiver waive by such Purchaser) on or prior to the Closing Date Purchaser in writing of each of the following conditions: (ia) the The representations and warranties of Contango contained the Seller set forth in this Agreement that are qualified by materiality Article III shall be true and correct as of the First Closing. (b) All corporate and other proceedings in connection with the transactions contemplated at the Closing Date and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser shall have received all such counterpart original or other copies of such documents as if made it may reasonably request. (c) Based on and as the specific types of the Closing Date assets in the Purchased Assets, the Seller shall complete the transfer of any and all other representations rights and warranties interests, such as right of possession, right of use, right to earnings and right of disposition, in, to and of the Purchased Assets in methods agreed by the Parties, deliver to the Purchaser all the documents and materials related to the Purchased Assets, and shall be true provide all the electronic data and correct technical materials related to the Purchased Assets as reasonably requested by the Purchaser. (d) The Seller shall have performed and complied in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct in all material respects as of such date only); (ii) Contango and the Subsidiaries shall have performed and complied, in all material respects, with all of the covenants agreements, obligations and agreements conditions contained in this Agreement that are required to be performed and or complied with by it hereunder on or prior to before the Closing Date;First Closing. (iiie) Contango shall have adopted and filed with the Secretary of State of the State of Texas the Statement of Resolution in the form attached hereto as Exhibit A (the “Statement of Resolution”), and the Statement of Resolution shall have become effective as an amendment to Contango’s Amended and Restated Certificate of Formation, dated June 14, 2019, as amended (the “Contango Charter”); (iv) Contango shall have received either voting agreements or a written consent from the holders of a majority of the outstanding securities of Contango entitled to vote that such holders approve, or shall approve, an amendment to the Contango Charter to increase the number of authorized shares of Common Stock, and such voting agreements or written consent shall be in effect or not withdrawn, respectively, on the Closing Date; (v) except for the delivery of the Purchase Price (as defined in the White Star Purchase Agreement), all conditions precedent for the consummation of the acquisition of the White Star Properties as set forth in the White Star Purchase Agreement There shall have been satisfied; andno Material Adverse Effect since the date of this Agreement. (vif) Contango The Seller shall have deliveredexecuted and delivered to the Purchaser at the First Closing a certificate stating that, or caused with respect to be deliveredthe Company only, to such Purchaser, Contango’s closing deliveries described the conditions specified in Section 2.05Sections 5.1 hereto have been fulfilled.

Conditions of the Purchasers’ Obligations at the Closing. The respective obligations of each Purchaser to consummate the purchase of the Purchased Securities to be purchased by such Purchaser at the Closing shall be subject to the satisfaction (or waiver by such Purchaser) on or prior to the Closing Date of each of the following conditions: (i) the representations and warranties of Contango contained in this Agreement that are qualified by materiality shall be true and correct as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct in all material respects as of such date only); (ii) Contango and the its Subsidiaries shall have performed and complied, in all material respects, with all of the covenants and agreements required to be performed and complied with by it hereunder on or prior to the Closing Date; (iii) Contango shall have adopted and filed with the Secretary of State of the State of Texas the Statement of Resolution in the form attached hereto as Exhibit A (the “Statement of Resolution”), and the Statement of Resolution shall have become effective as an amendment to Contango’s Amended and Restated Certificate of Formation, dated June 14, 2019, as amended Formation (the “Contango Charter”); (iv) Contango shall have received either voting agreements or a written consent from the holders of a majority of the outstanding securities of Contango entitled to vote that such holders approve, or shall approve, an amendment to the Contango Charter to increase the number of authorized shares of Common Stock, and such voting agreements or written consent shall be in effect or not withdrawn, respectively, on the Closing Date; (v) except for the delivery of the Purchase Price (as defined in the White Star Purchase Agreement), all conditions precedent for the consummation of the acquisition of the White Star Properties as set forth in the White Star Purchase Agreement shall have been satisfied; and (viiv) Contango shall have delivered, or caused to be delivered, to such Purchaserthe Purchasers, Contango’s closing deliveries described in Section 2.05.