Common use of No Disqualification Events Clause in Contracts

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents With respect to the Securities to be offered and warrants sold hereunder in reliance on Rule 506 under the following: (i) None 1933 Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the 1934 Act) of 20% or more of the Company’s 's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter "promoter" (as that term is defined in Rule 405 under the Securities 1933 Act) connected with the Company in any capacity at the time of sale the Closing, any placement agent or dealer participating in the offering of the Securities and any of such agents' or dealer's directors, executive officers, other officers participating in the offering of the Securities (each, an “Issuer a "Covered Person” " and, together, “Issuer "Covered Persons”") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a "Disqualification Event (as defined belowEvent"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). With respect to each Covered Person, and the Company has furnished established procedures reasonably designed to ensure that the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer receives notice from each such Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV in writing of (Ax) any Disqualification Event relating to any Issuer that Covered Person Person, and (By) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer that Covered Person (b) Each ; in each case occurring up to and including the Closing Date. Assuming the accuracy of the Placement Agents represents Buyers’ representations and warrants warranties set forth in Section 2, the following: (i) No Disqualification Events. Neither it, nor to its knowledge Company is not for any other reason disqualified from reliance upon Rule 506 of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any Regulation D for purposes of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under offer and sale of the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013Securities.

No Disqualification Events. (a) The Company represents With respect to the Purchased Securities to be offered and warrants the following: (i) None sold hereunder, none of CompanyContango, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company Contango participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the CompanyContango’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company Contango in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company Contango has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to Other than the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company Agents and ▇▇▇▇▇▇▇ ▇▇▇▇▇, Contango is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of Purchased Securities. Contango will notify the Securities. (iii) The Company will promptly notify NorthlandPurchasers and the Placement Agents in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale, nor any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Securities (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any Solicitor (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Purchaser a copy of any disclosures provided thereunder. . The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Agents a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV the Placement Agents in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. (b) i. Each of the Placement Agents Agent represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge knowledge, any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents With respect to the Securities to be offered and warrants sold hereunder in reliance on Rule 506 of Regulation D under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Purchasers a copy of any disclosures provided thereunder. (ii) The . Other than the Advisors, the Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) . The Company will promptly notify Northlandthe Purchasers and the Advisors in writing, Trout, Katalyst, and MLV in writing prior to the applicable Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV GPN in writing if the Company becomes aware of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. (iii) The Company is aware that other persons (other that any Issuer Covered Persons and the Placement Agent Covered Person (as defined below) will be paid (directly or indirectly) remuneration for solicitation of investors in connection with the sale of any Securities. (b) Each of the The Placement Agents Agent represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (aWith respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) The Company represents and warrants under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the Company’s 's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale sale, nor any Person, including a placement agent, who will receive a commission or fees for soliciting purchasers (each, an “"Issuer Covered Person” " and, together, “"Issuer Covered Persons”") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event (as defined belowEvent"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Purchaser a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) . The Company will promptly notify Northlandthe Purchaser in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person (b) Each , in each case of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), which it is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013aware.

No Disqualification Events. (a) The Company represents With respect to the Shares to be offered and warrants sold hereunder in reliance on Rule 506 under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of Shares (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2506(d)(2)(ii–iv) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for of the fact that it occurred before September 23, 2013Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e)) of the Securities Act, and has furnished to the Placement Agent Purchasers a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) . The Company will promptly notify Northlandthe Purchasers in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person (b) Each , in each case of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), which it is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013aware.

No Disqualification Events. (a) The Company represents With respect to the Shares to be offered and warrants sold hereunder in reliance on Rule 506 under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of Securities (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2506(d)(2)(ii–iv) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for of the fact that it occurred before September 23, 2013Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e)) of the Securities Act, and has furnished to the Placement Agent Purchasers a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) . The Company will promptly notify Northlandthe Purchasers in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person (b) Each , in each case of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), which it is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013aware.

No Disqualification Events. (a) The Company represents With respect to the Securities to be offered and warrants sold hereunder in reliance on Rule 506 under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder, any beneficial owner of twenty percent (20% %) or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Purchasers a copy of any disclosures provided thereunder. (ii) . The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) . The Company will promptly notify Northlandthe Purchasers in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person Person, and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents With respect to the Purchased Securities to be offered and warrants the following: (i) None sold hereunder, none of CompanyContango, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company Contango participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the CompanyContango’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company Contango in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company Contango has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to Other than the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company Agents, Contango is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of Purchased Securities. Contango will notify the Securities. (iii) The Company will promptly notify NorthlandPurchasers and the Placement Agents in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter “promoter” (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale the Closing, the Placement Agent or any dealer participating in the offering of the Shares and any of such Placement Agent’s or dealer’s directors, executive officers, other officers participating in the offering of the Shares (each, an a “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Covered Person, and has furnished to will notify the Purchasers and the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northlandwriting, Trout, Katalyst, and MLV in writing of (Ax) any Disqualification Event relating to any Issuer that Covered Person Person, and (By) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer that Covered Person (b) Each ; in each case occurring up to and including the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506 of Regulation D for purposes of the Placement Agents represents offer and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any sale of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013Shares.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV Katalyst in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. (iii) The Company is aware that other persons (other that any Issuer Covered Persons and the Placement Agent Covered Person (as defined below) will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities. (b) Each of the The Placement Agents Agent represents and warrants the following: (i) No Disqualification Events. Neither itit nor TRUE, nor to its knowledge any of its their respective directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its their disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Agents a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV the Placement Agent in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. (b) Each of the Placement Agents Katalyst represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge knowledge, are any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV Katalyst in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. (b) Each of the The Placement Agents Agent represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. (ii) Notice of Disqualification Events. The Placement Agent will notify the Company promptly in writing of (A) any Disqualification Event relating to any Placement Agent Covered Person not previously disclosed to the Company in accordance with the provisions of this Section and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Covered Person. In acknowledgment that the foregoing correctly sets forth the understanding reached by the Placement Agent and the Company, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date first indicated above. By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its their disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Agents a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV the Placement Agent in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. (b) Each of the Placement Agents GPN represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge knowledge, are any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. (iii) Notice of Disqualification Events. The Placement Agent will notify the Company promptly in writing of (A) any Disqualification Event relating to any Placement Agent Covered Person not previously disclosed to the Company in accordance with the provisions of this Section and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Covered Person. In acknowledgment that the foregoing correctly sets forth the understanding reached by the Placement Agent and the Company, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date first indicated above. By: /s/ ▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ CEO By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ O.B.O GPN CEO

No Disqualification Events. (a) The Company represents With respect to the Shares to be offered and warrants sold hereunder in reliance on Rule 506 under the following: (i) None Securities Act, none of CompanyParent, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company Parent participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the CompanyParent’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company Parent in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company Parent has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has compliedEvent and will notify the Equity Purchaser in writing, prior to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy date of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify NorthlandEquity Closing, Trout, Katalyst, and MLV in writing of (Ai) any Disqualification Event relating to any Issuer Covered Person Person, and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each . Parent has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to Equity Purchaser a copy of any disclosures provided thereunder. The payment of the Placement Agents represents principal, accrued and warrants unpaid interest, if any, and all other amounts due and payable with respect to the following: issuance of unsecured convertible or exchangeable notes issued by Myovant Sciences Ltd., an exempted company incorporated and organized under the laws of Bermuda (ithe “Parent”) No Disqualification Events. Neither it, nor to its knowledge any the holders thereof (the “Holders”) in an aggregate principal amount of its directors, executive officers, general partners, managing members or other officers participating in not more than Two Hundred Fifty Million Dollars ($250,000,000) (the Offering “Convertible Notes”) as permitted by the terms of the Purchase Agreement (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”as defined below), is subordinated to the prior payment in full, in cash or other payment satisfactory to the Purchasers, of all existing and future senior indebtedness with respect to the Notes (the “Designated Senior Indebtedness”) issued by the Parent to the Purchasers (the “Purchasers”) from time to time pursuant to the terms of the Securities Purchase Agreement dated as of October 16, 2017 (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meaning provided in the Purchase Agreement. If the Parent is dissolved, wound-up, liquidated or reorganized, or if the Parent is the subject of any bankruptcy, insolvency or reorganization, the Parent shall pay the Purchasers of the Designated Senior Indebtedness in full in cash or other payment satisfactory to the Purchasers before the Parent pays the Holders of the Convertible Notes. If the Convertible Notes are accelerated or subject to any repurchase by the Holders, the Parent must pay the Purchasers of the “Bad Actor” disqualifications currently described Designated Senior Indebtedness in Rule 506(d)(1)(i) to (viii) full all amounts due and owing under the Purchase Agreement before the Parent pays the Holders of the Convertible Notes. The Parent may not make any payment on or distribution to any Holder or any agent of such Holder in respect of such Holder’s obligations under the Convertible Notes or repurchase, redeem or otherwise acquire the Convertible Notes prior to the date that is one hundred eighty-one (181) days after the Stated Maturity Date. As a result of these subordination provisions, in the event of a bankruptcy, insolvency or reorganization of the Parent, the Purchasers of the Designated Senior Indebtedness may receive more, ratably, and the Holders of the Convertible Notes may receive less, ratably, than the Parent’s other creditors. These subordination provisions will not prevent the occurrence of any event of default under the Convertible Notes. If either the Holder of a Convertible Note or its agent receives any payment of any obligations with respect to the Convertible Notes when: • the payment is prohibited by these subordination provisions or the terms of the Purchase Agreement; and • the Holder of the Convertible Note or its agent has actual knowledge that the payment is prohibited, the Holder of the Convertible Note or its agent, as the case may be, will hold the payment in trust for the benefit of the Purchasers of the Designated Senior Indebtedness. Within ten (10) business days after receipt of any such payment, the Holder of the Convertible Note or its agent, as the case may be, will deliver the amounts held in trust to the Agent for the benefit of the Purchasers of the Designated Senior Indebtedness. Notwithstanding anything to the contrary above, the issuance and delivery of the common shares of the Parent upon conversion of any Convertible Note (and cash in lieu of fractional shares) in accordance with the terms thereof will be deemed not to constitute a payment on or distribution in respect of the Parent’s obligations under the Convertible Notes or any repurchase, redemption or other acquisition of any Convertible Note. Amount of Notes: $[● ] Terms used herein shall be deemed to be defined as contained in the terms and conditions set out in the securities purchase agreement dated October 16, 2017 (the “Securities Act (a “Disqualification EventPurchase Agreement”) or has been involved and the Issuer’s Note issuance programme established thereby. Notes must be read in any matter conjunction with the terms and conditions set out in the Securities Purchase Agreement. The Notes shall be senior secured notes and shall be issued subject to the terms and conditions and the provisions of the Securities Purchase Agreement. A copy of the Securities Purchase Agreement is available for inspection from the registered office of the Issuer. The Notes designated by this Pricing Supplement shall have the following terms which would be a Disqualification Event except for shall complete, modify and amend the fact that it occurred before September 23terms and conditions set out in the Securities Purchase Agreement. 1. Issuer: Myovant Sciences Ltd. 2. Guarantors: As per the Securities Purchase Agreement, 2013[and in addition [●]] 3. Series/Tranche Number: [●] 4. CUSIP No.: [●] 5. Denomination: USD 6. Aggregate Nominal Amount: [●] 7. Issue Date: [●] 8. Interest Payment Dates: As per the Securities Purchase Agreement, first interest payment date of [●] 9. Stated Maturity Date: 10. Stated Interest Rate: October, 16 2023 15%

No Disqualification Events. (a) The Company represents With respect to the Notes and warrants Warrants to be offered and sold hereunder in reliance on Rule 506 under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuercompany, any director, executive officer, other officer of the Company participating in the Offeringoffering, any beneficial owner of 20% or more of the Company’s 's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 promulgated under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer a "Company Covered Person” " and, together, “Issuer "Company Covered Persons”") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) promulgated under the Securities Act (a "Disqualification Event (as defined belowEvent"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder. (iib) The Company is not aware of any person Person (other than any Issuer Company Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Regulation D Securities. (iiic) The Company will promptly notify Northlandthe Investors in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Company Covered Person and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Company Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder with respect to the Offered Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, or, to the knowledge of the Company, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to all of the Placement Agent Investors a copy of any all disclosures provided to any Investor thereunder. (ii) The . Other than the Placement Agents, the Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) Offered Security. The Company will promptly notify Northlandthe Investors and the Placement Agents in writing, Troutprior to the Closing Date, Katalyst, and MLV in writing of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person (b) Each , in each case of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), which it is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013aware.

No Disqualification Events. (a) The Company represents With respect to the Purchased Securities to be offered and warrants the following: (i) None sold hereunder, none of CompanyContango, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company Contango participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the CompanyContango’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company Contango in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company Contango has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to Other than the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company Agent, Contango is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of Purchased Securities. Contango will notify the Securities. (iii) The Company will promptly notify NorthlandPurchasers and the Placement Agent in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents With respect to the Securities to be offered and warrants sold hereunder in reliance on Rule 506 under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder, any beneficial owner of twenty percent (20% %) or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Purchaser a copy of any disclosures provided thereunder. (ii) . The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) . The Company will promptly notify Northlandthe Purchaser in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person Person, and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents With respect to the Securities to be offered and warrants sold hereunder in reliance on Rule 506 under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Purchasers a copy of any disclosures provided thereunder. (ii) . The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) . The Company will promptly notify Northlandthe Purchasers in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents With respect to the Securities to be offered and warrants sold hereunder in reliance on Rule 506 under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Purchasers a copy of any disclosures provided thereunder. (ii) . The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) . The Company will promptly notify Northlandthe Purchasers in writing, Trout, Katalyst, and MLV in writing prior to any such Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents With respect to the Purchased Securities to be offered and warrants sold hereunder in reliance on Rule 506 of Regulation D under the following: (i) None Securities Act, none of CompanyContango, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company Contango participating in the Offeringoffering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company Contango in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013). The Company Contango has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company Contango has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Purchasers a copy of any disclosures provided thereunder. (ii) The Company . Other than the Placement Agents, Contango is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of Purchased Securities. Contango will notify the Securities. (iii) The Company will promptly notify NorthlandPurchasers and the Placement Agents in writing, Trout, Katalyst, and MLV in writing prior to the Closing Date of (Ai) any Disqualification Event relating to any Issuer Covered Person and (Bii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person (b) Each of the Placement Agents represents and warrants the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.

No Disqualification Events. (a) The Company represents With respect to the Shares to be offered and warrants sold hereunder in reliance on Rule 506 under the following: (i) None Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offeringoffering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter “promoter” (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale the Closing, any placement agent or dealer participating in the offering of the Shares and any of such agents’ or dealer’s directors, executive officers, other officers participating in the offering of the Shares (each, an a “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event (as defined belowEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine (i) the identity of each person that is a Covered Person; and (ii) whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). With respect to each Covered Person, and the Company has furnished established procedures reasonably designed to ensure that the Placement Agent a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer receives notice from each such Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV in writing of (Ax) any Disqualification Event relating to any Issuer that Covered Person Person, and (By) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer that Covered Person (b) Each ; in each case occurring up to and including the Closing Date. Assuming the accuracy of the Placement Agents represents Buyers’ representations and warrants warranties set forth in Section 2, the following: (i) No Disqualification Events. Neither it, nor to its knowledge Company is not for any other reason disqualified from reliance upon Rule 506 of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any Regulation D for purposes of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under offer and sale of the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013Shares.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of CompanyEach Purchaser represents that neither it, nor any of its predecessors, any affiliated issuer, any directordirectors, executive officerofficers, other officer of the Company officers participating in the Offeringoffering of Preferred Shares, any beneficial owner of 20% general partners or more of the Company’s outstanding voting equity securities, calculated on the basis of voting powermanaging members, nor any promoter of the directors, executive officers or other officers participating in the offering of Preferred Shares of any such general partner or managing member, nor any other officers or employees of the Purchaser or any such general partner or managing member that have been or will be paid (as that term is defined directly or indirectly) remuneration for solicitation of purchasers in Rule 405 under the Securities Act) connected connection with the Company in sale of any capacity at the time of sale Preferred Shares (each, an a “Issuer Purchaser Covered Person” and, togethercollectively, “Issuer Purchaser Covered Persons”) ), is subject to any Disqualification Event (as defined below), except for a Disqualification Event covered (a) contemplated by Rule 506(d)(2) or under the Securities Act and (d)(3b) or a description of which has been involved furnished in any matter which would be writing to the Company prior to the date hereof, or, in the case of a Disqualification Event except for occurring after the fact that it occurred before September 23date hereof, 2013. The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, prior to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy date of any disclosures provided thereunderoffering of Preferred Shares. (ii) The Company Each Purchaser represents that it is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Preferred Shares. Each Purchaser will notify the Company, prior to any offering of the SecuritiesPreferred Shares, of any agreement entered into between such Purchaser and such person in connection with such sale. (iii) The Each Purchaser will notify the Company will promptly notify Northlandin writing, Trout, Katalyst, and MLV in writing prior to any offering of Preferred Shares of (Aa) any Disqualification Event relating to any Issuer Purchaser Covered Person not previously disclosed to the Company in accordance with this Section 3.2(o) and (Bb) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Purchaser Covered Person (b) Each . The Company and each of the Placement Agents represents Purchasers acknowledge and warrants agree that no party to this Agreement has made or makes any representations or warranties with respect to the following: (i) No Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or transactions contemplated hereby other officers participating than those specifically set forth in this Article III and the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013Transaction Documents.

No Disqualification Events. (a) The Company represents and warrants the following: (i) None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013. The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent Agents a copy of any disclosures provided thereunder. (ii) The Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities. (iii) The Company will promptly notify Northland, Trout, Katalyst, and MLV the Agents in writing if the Company becomes aware of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. (iii) The Company is aware that other persons (other that any Issuer Covered Persons and the Agents Covered Person (as defined below) will be paid (directly or indirectly) remuneration for solicitation of investors in connection with the sale of any Securities. (b) Each of the Placement The Agents represents represent and warrants the following: (i) No Disqualification Events. Neither itthey, nor to its their knowledge any of its their directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a an “Placement Agent Agents Covered Person” and, together, “Placement Agent Agents Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.