AMENDMENT NO. 7 TO RIGHTS AGREEMENT
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This Amendment No. 7 (this “Amendment”) to the Rights Agreement is made and entered into as of September 23, 2020, by and between Contango ORE, Inc., a Delaware corporation (the “Company”),
and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
RECITALS:
WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement, dated as of December 20, 2012, as amended by that certain Amendment No. 1 to Rights Agreement, dated as of
March 21, 2013, as further amended by that certain Amendment No. 2 to Rights Agreement, dated as of September 29, 2014, as further amended by that certain Amendment No. 3 to Rights Agreement, dated as of December 18, 2014, as further amended by that
certain Amendment No. 4 to Rights Agreement, dated as of November 11, 2015, as further amended by that certain Amendment No. 5 to the Rights Agreement, dated as of April 22, 2018, and as further amended by that certain Amendment No. 6 to the Rights
Agreement, dated as of November 20, 2019 (as so amended, the “Rights Agreement”);
WHEREAS, the Board of Directors of the Company has determined in good faith that it is desirable and in the best interests of the Company and its stockholders to amend and terminate the Rights
Agreement as set forth in this Amendment;
WHEREAS, the Board of Directors of the Company has determined to terminate the Rights Agreement and, in furtherance thereof, the Company desires to enter into this Amendment pursuant to which the
Rights Agreement will be amended to provide that (i) the Rights will expire at the close of business on September 23, 2020, and (ii) the Rights Agreement will be terminated upon the expiration of the Rights;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may supplement or amend any provision of the Rights Agreement in any respect in accordance with the provisions of such
section; and
WHEREAS, pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement be amended as set forth in this Amendment;
AGREEMENT:
NOW, THEREFORE, in consideration of the Recitals, the mutual covenants and agreements contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Rights Agreement as follows:
1. Sections. Section references herein shall refer to the applicable Section in the Rights Agreement.
2. Amendments.
(a) Section 7(a) of the Rights Agreements is hereby amended by
inserting the following sentence at the end of such Section 7(a).
“Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate
at such time as the Rights are no longer exercisable hereunder.”
(b) Section 7(a) of the Rights Agreement is amended by deleting “December
31, 2021” where it appears and replacing it with “September 23, 2020.”
3. Effect of Termination. Upon expiration of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall terminate and be of no further force or effect whatsoever without any further
action on the part of the Company or the Rights Agent.
4. No Further Amendments. Except as
expressly provided in this Amendment, all of the terms, covenants, agreements and conditions of the Rights Agreement shall remain in full force and effect.
5. Counterparts. This Amendment may be
signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as
an original signature.
6. Governing Law. This Amendment shall be
governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
7. Entire Agreement. The Rights Agreement
as amended by this Amendment contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes and is in full substitution for any and all prior oral or written agreements and understandings between them
related to such subject matter, and neither party hereto shall be liable or bound to the other party hereto in any manner with respect to such subject matter by any covenants or agreements except as specifically set forth herein and in the Rights
Agreement.
8. Effective Date; Certification. Upon the
execution and delivery of a counterpart hereof by each of the parties hereto this Amendment shall be deemed effective as of the date first written above (the “Amendment Effective Date”), as if executed on such date. The officer of the Company
executing this Amendment hereby certifies to the Rights Agent that each of the amendments to the Rights Agreement set forth in this Amendment is in compliance with the terms of Section 27 of the Rights Agreement and the certification
contained in this Section 7 is from an appropriate officer of the Company and shall constitute the certification required by Section 27 of the Rights Agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
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CONTANGO ORE, INC. |
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By: _/s/ Xxxx Gaines_________________ |
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Name: Xxxx Xxxxxx |
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Title: Vice President and Chief Financial Officer |
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COMPUTERSHARE TRUST COMPANY, N.A. |
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By: _/s/ Xxxxx Heagerty________________ |
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Name: Xxxxx Xxxxxxxx
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Title: Vice President & Manager
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