Common use of Notice to Holders Clause in Contracts

Notice to Holders. Not later than two Business Days after receipt by Contango of the Selling Holder Election Notice, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify the initiating Selling Holder in writing of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering).

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Partnership or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not WAIVER. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify and not earlier than the initiating Selling Holder in writing earliest date, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not later than two (2) Business Days after receipt by Contango USWS of the Selling Holder Election Notice, unless Contango USWS determines in accordance with Section 2.1(d2.1(c) to delay such Underwritten Offering (in which event Contango USWS shall promptly notify the initiating Selling Holder in writing of such determination), then Contango USWS shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five (5) Business Days after notice has been delivered to request in writing submitted to Contango USWS the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango USWS within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango USWS and USWS shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango USWS of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango USWS that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango USWS can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering).

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Issuer, the Guarantor or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 3.01, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not later than two (2) Business Days after receipt by Contango the Company of the Selling Holder Election Notice, unless Contango the Company determines in accordance with Section 2.1(d2.1(c) to delay such Underwritten Offering (in which event Contango the Company shall promptly notify the initiating Selling Holder in writing of such determination), then Contango the Company shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five (5) Business Days after notice has been delivered to request in writing submitted to Contango the Company the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango the Company within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause Company and the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango Company shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango the Company of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango the Company that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango the Company can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering).

Notice to Holders. Not WAIVER Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in the City of New York and the City of Seattle and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise expressly provided in or pursuant to this Indenture) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by Contango mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. In case, by reason of the Selling suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impractical to mail notice of any event to Holders of Registered Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be sufficient giving of such notice for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized Newspaper in The City of New York and in such other city or cities as may be specified in such Securities and, if such Securities are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee that such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice. Any such notice shall be deemed to have been given on the date of the first such publication. In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that, if the Company so elects, any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption or repurchase) to a Holder Election Noticeof a Security in global form (whether by mail or otherwise), unless Contango determines such notice shall be sufficiently given if given to the Depository (or its designee) pursuant to the standing instructions from the Depository or its designee, including by electronic mail in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify the initiating Selling Holder in writing rules and procedures of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)Depository.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Issuer or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not later than two Business Days after receipt by Contango the Company of the Selling Holder Election Notice, unless Contango the Company determines in accordance with Section 2.1(d2.1(c) to delay such Underwritten Offering (in which event Contango the Company shall promptly notify the initiating Selling Holder Holder(s) in writing of such determination), then Contango the Company shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the Company the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango the Company within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the a Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango the Company and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango the Company shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such HolderXxxxxx’s request for inclusion of such HolderXxxxxx’s Registrable Securities in such Underwritten Offering by giving written notice to Contango the Company of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango the Company that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango the Company can be sold without having such material and adverse effect, with such number to be allocated (A) first, pro rata among the Selling Holders (based, for each such Selling Holder, on the percentage derived by dividing (i) the number of Registrable Securities proposed to be sold by such Selling Holder in such offering; by (ii) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering) and the other (B) second, pro rata among any Other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Other Holder, on the percentage derived by dividing (Ai) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Other Holder in such offering; by (Bii) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Other Holders in such Underwritten Offering).

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by PCS or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify and not earlier than the initiating Selling Holder in writing earliest date, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in New York City and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent, waiver or other action required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not later than two Business Days after receipt by Contango of the Selling Holder Election Notice, unless Contango determines in accordance with Section 2.1(d) Waiver ------------------------- Where this Indenture provides for notice to delay such Underwritten Offering (in which event Contango shall promptly notify the initiating Selling Holder in writing of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request be sufficiently given (unless otherwise herein expressly provided) if in writing submitted and mailed, first-class postage prepaid, to Contango the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a each Holder is received affected by Contango within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders andevent, (xi) in the case of a determination not to undertake such Underwritten OfferingHolder of Registered Securities, shall be relieved of its obligation to include Registrable Securities of any other Holderat his address as it appears in the Security Register, and (yii) in the case of a determination Holder of Global Bearer Securities, at the address provided in or pursuant to delay the relevant Deposit Agreement of the relevant Book-Entry Depositary or Depositaries therefor, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such Underwritten Offeringnotice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. If, by reason of the suspension of regular mail service or by reason of any other cause, it shall be permitted impracticable to delay offering give such notice by mail, then such notification as shall be made at the direction of the Company in a manner reasonably calculated, to the extent practicable under the circumstances, to provide prompt notice shall constitute a sufficient notification for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Registrable Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of any other Holder event and the rules of any securities exchange on which such Bearer Securities are listed so require, such notice shall be sufficiently given to Holders of such Bearer Securities if published in such newspaper or newspapers as may be specified in such Securities on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the same period as giving of such notice. Any such notice by publication shall be deemed to have been given on the delay date of the first such publication. In addition, notice to the Holder of any Global Bearer Security shall be given by mail in the Underwritten Offeringmanner provided above. If by reason of any cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any other Holder request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall have be in the right English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to withdraw receive such Holder’s request for inclusion notice, either before or after the event, and such waiver shall be the equivalent of such Holder’s Registrable Securities in notice. Waivers of notice by Holders shall be filed with the Trustee, but such Underwritten Offering by giving written notice filing shall not be a condition precedent to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters validity of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include action taken in reliance upon such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not later than two (2) Business Days after receipt by Contango TMC of the Selling Holder Election Notice, unless Contango TMC determines in accordance with Section 2.1(d2.1(c) to delay such Underwritten Offering (in which event Contango TMC shall promptly notify the initiating Initiating Selling Holder in writing of such determination), then Contango TMC shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Initiating Selling Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five two (2) Business Days after notice has been delivered to request in writing submitted to Contango TMC the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango TMC within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Initiating Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Initiating Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango TMC and TMC shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such HolderHxxxxx’s request for inclusion of such HolderHxxxxx’s Registrable Securities in such Underwritten Offering by giving written notice to Contango TMC of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango the Initiating Selling Holder that the total amount of Registrable Securities which the Initiating Selling Holders Holder and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango TMC and the Initiating Selling Holder can be sold without having such material and adverse effect, with such number to be allocated (i) first, to the Initiating Selling Holder, (ii) second, pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering), (iii) third, to TMC and (iv) fourth, to any other holder of shares of Common Stock with registration rights.

Notice to Holders. Not later than two (2) Business Days after receipt by Contango USWS of the Selling Holder Election Notice, unless Contango USWS determines in accordance with Section 2.1(d2.1(c) to delay such Underwritten Offering (in which event Contango USWS shall promptly notify the initiating Selling Holder in writing of such determination), then Contango USWS shall provide written notice (including, but not limited to, notification by e-mail) to the other Other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five (5) Business Days after notice has been delivered to request in writing submitted to Contango USWS the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango USWS within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango USWS and USWS shall notify the other Other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango USWS of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango USWS that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango USWS can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Other Holders in such Underwritten Offering).

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify and not earlier than the initiating Selling Holder in writing earliest date, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, and (y) then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the case English language, except that any published notice may be in an official language of the country of publication. If the Company mails a determination notice or communication to delay such Underwritten Offeringthe Holders, it shall be permitted mail a copy to delay offering any Registrable Securities of any the Trustee and each Registrar, Paying Agent or co-Registrar. Holders may communicate, pursuant to TIA Section 312(b), with other Holder for Holders with respect to their rights under this Indenture or the same period as Securities. The Company, the delay in Trustee, the Underwritten Offering. Any other Holder Registrar, the Paying Agent and anyone else shall have the right to withdraw such Holder’s request for inclusion protection of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten OfferingTIA Section 312(c).

Notice to Holders. Not WAIVER. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Partnership or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, cause it shall be permitted impracticable to delay offering publish any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango Holders of Bearer Securities as provided above, then such withdrawal up notification to and including Holders of Bearer Securities as shall be given with the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success approval of the distribution Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of the Registrable Bearer Securities offered or the market for the Registrable Securitiesas provided above, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering).nor any defect in

Notice to Holders. Not Waiver. When this Indenture provides for ------------------------- notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at such Holder's address as it appears in the Security Register, not later than two Business Days after receipt by Contango the latest date, and not earlier than the earliest date, prescribed for the giving of the Selling Holder Election Notice, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (notice. In any case in which event Contango notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall promptly notify affect the initiating Selling Holder in writing sufficiency of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the Selling manner herein prescribed shall be conclusively deemed to have been received by such Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each , whether or not such Holder may request in writing. Each actually receives such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango within the specified time, such Holder shall have no further right to participate in such Underwritten Offeringnotice. If, at by reason of the suspension of or irregularities in regular mail service or by reason of any time after giving written other cause, it is impracticable to give such notice by mail, then such notification to Holders of its intention Registered Securities as is made with the approval of the Trustee shall constitute a sufficient notification to undertake an Underwritten Offering and prior such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to the closing any Securities pursuant to Section 301, when this Indenture provides for notice to Holders of such Underwritten Offering, the Selling Holder giving the notice shall determine for Bearer Securities of any reason not to undertake or to delay such Underwritten Offeringevent, such Selling Holder may, at its election, give written notice notices shall be sufficiently given if published in an Authorized Newspaper in The City of New York and in such determination to Contango other city or cities as may be specified in such Securities and, if the failure Securities of such Selling Holder series are listed on any securities exchange outside the United States, in any place at which such Securities are listed on a securities exchange to participate would cause the aggregate amount extent that such securities exchange so requires, on a Business Day, such publication to be not later than the latest date, and not earlier than the earliest date, prescribed for the giving of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, notice. Any such notice shall be relieved deemed to have been given on the date of its obligation to include Registrable Securities such publication or, if published more than once, on the date of the first such publication. If, by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other Holdercause, it is impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as is given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. When this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance on such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion equivalent of such Holder’s Registrable Securities in such Underwritten Offering notice. Waivers of notice by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can shall be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering).filed with

Notice to Holders. Not later than two Business Days after receipt by Contango of the Selling Holder Election Notice, unless Contango determines in accordance with Section 2.1(d) Waiver. ------------------------- Where this Indenture provides for notice to delay such Underwritten Offering (in which event Contango shall promptly notify the initiating Selling Holder in writing of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders Holders. Any notice when mailed to a Holder in the opportunity aforesaid manner shall be conclusively deemed to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each have been received by such Holder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request be waived in writing submitted by the Person entitled to Contango receive such notice, either before or after the inclusion event, and such waiver shall be the equivalent of Registrable Securities in such notice. Waivers of notice by Holders shall be filed with the Underwritten Offering. If no request for inclusion from Trustee, but such filing shall not be a Holder is received by Contango within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior condition precedent to the closing validity of any action taken in reliance upon such Underwritten Offering, waiver. In case by reason of the Selling Holder giving the notice shall determine for any suspension of regular mail service or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause, and (y) in the case of a determination to delay such Underwritten Offering, it shall be permitted impracticable to delay offering any Registrable Securities mail notice of any other Holder for event as required by any provision of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the same period as the delay in the Underwritten Offering. Any other Holder Trustee shall have the right be deemed to withdraw such Holder’s request for inclusion be a sufficient giving of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offeringnotice. Section 108. Conflict with Trust Indenture Act. --------------------------------- If the Managing Underwriter any provision hereof limits, qualifies or Underwriters of conflicts with any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success provision of the distribution of the Registrable Securities offered Trust Indenture Act or the market for the Registrable Securities, then the Registrable Securities another provision which is required or deemed to be included in such Underwritten Offering this Indenture by any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust Indenture Act shall include control. If any provision of this Indenture modifies or excludes any provision of the number of Registrable Securities Trust Indenture Act that such Managing Underwriter may be so modified or Underwriters advises Contango can excluded, the latter provision shall be sold without having such material and adverse effect, with such number deemed to apply to this Indenture as so modified or to be allocated pro rata among excluded, as the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)case may be.

Notice to Holders. Not Waiver. Where this Indenture provides ------------------------- for notice of any event to Holders of Registered Securities by the Partnership or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not later than two Business Days after receipt by Contango of the Selling Holder Election Notice, unless Contango determines in accordance with Section 2.1(d) Waiver Where this Indenture provides for notice to delay such Underwritten Offering (in which event Contango shall promptly notify the initiating Selling Holder in writing of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request be sufficiently given (unless otherwise herein expressly provided) if in writing submitted and mailed, first-class postage prepaid, to Contango the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a each Holder is received affected by Contango within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders andevent, (xi) in the case of a determination not to undertake such Underwritten OfferingHolder of Registered Securities, shall be relieved of its obligation to include Registrable Securities of any other Holderat his address as it appears in the Security Register, and (yii) in the case of a determination Holder of Global Bearer Securities, at the address provided in or pursuant to delay the relevant Deposit Agreement of the relevant Book-Entry Depositary, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such Underwritten Offeringnotice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall be permitted affect the sufficiency of such notice with respect to delay offering any Registrable other Holders. If Securities of any series are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange so require, notice to Holders of such Securities shall be published in a leading newspaper having general circulation in Luxembourg. If, by reason of the suspension of regular mail service or by reason of any other Holder cause, it shall be impracticable to give such notice by mail, then such notification as shall be made at the direction of the Company in a manner reasonably calculated, to the extent practicable under the circumstances, to provide prompt notice shall constitute a sufficient notification for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of any event and the rules of any securities exchange on which such Bearer securities are listed so require, such notice shall be sufficiently given to Holders of such Bearer Securities if published in such newspaper or newspapers as may be specified in such Securities on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the same period as giving of such notice. Any such notice by publication shall be deemed to have been given on the delay date of the first such publication. In addition, notice to the Holder of any Global Bearer Security shall be given by mail in the Underwritten Offeringmanner provided above. If by reason of any cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any other Holder request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall have be in the right English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to withdraw receive such Holder’s request for inclusion notice, either before or after the event, and such waiver shall be the equivalent of such Holder’s Registrable Securities in notice. Waivers of notice by Holders shall be filed with the Trustee, but such Underwritten Offering by giving written notice filing shall not be a condition precedent to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters validity of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include action taken in reliance upon such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not WAIVER. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Partnership or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, and (y) then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the case of a determination to delay such Underwritten OfferingEnglish language, shall except that any published notice may be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success an official language of the distribution country of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)publication.

Notice to Holders. Not Waiver. When this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at such Holder's address as it appears in the Security Register, not later than two Business Days after receipt by Contango the latest date, and not earlier than the earliest date, prescribed for the giving of the Selling Holder Election Notice, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (notice. In any case in which event Contango notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall promptly notify affect the initiating Selling Holder in writing sufficiency of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the Selling manner herein prescribed shall be conclusively deemed to have been received by such Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each , whether or not such Holder may request in writing. Each actually receives such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango within the specified time, such Holder shall have no further right to participate in such Underwritten Offeringnotice. If, at by reason of the suspension of or irregularities in regular mail service or by reason of any time after giving written other cause, it is impracticable to give such notice by mail, then such notification to Holders of its intention Registered Securities as is made with the approval of the Trustee shall constitute a sufficient notification to undertake an Underwritten Offering and prior such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to the closing any Securities pursuant to Section 301, when this Indenture provides for notice to Holders of such Underwritten Offering, the Selling Holder giving the notice shall determine for Bearer Securities of any reason not to undertake or to delay such Underwritten Offeringevent, such Selling Holder may, at its election, give written notice notices shall be sufficiently given if published in an Authorized Newspaper in The City of New York and in such determination to Contango other city or cities as may be specified in such Securities and, if the failure Securities of such Selling Holder series are listed on any securities exchange outside the United States, in any place at which such Securities are listed on a securities exchange to participate would cause the aggregate amount extent that such securities exchange so requires, on a Business Day, such publication to be not later than the latest date, and not earlier than the earliest date, prescribed for the giving of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, notice. Any such notice shall be relieved deemed to have been given on the date of its obligation to include Registrable Securities such publication or, if published more than once, on the date of the first such publication. If, by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other Holdercause, it is impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as is given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. When this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance on such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Partnership or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than 13 20 the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company, a Subsidiary Guarantor or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify and not earlier than the initiating Selling Holder in writing earliest date, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, and (y) then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the case of a determination to delay such Underwritten OfferingEnglish language, shall be permitted to delay offering except that if the Company or any Registrable Securities of any other Holder for the same period Subsidiary Guarantor, as the delay case may be, so elects, any published notice may be in an official language of the Underwritten Offeringcountry of publication. Any If the Company or any Subsidiary Guarantor mails a notice or communication to the Holders, it shall mail a copy to the Trustee and each Registrar, Paying Agent or co-Registrar. Holders may communicate, pursuant to TIA Section 312(b), with other Holder Holders with respect to their rights under this Indenture or the Securities. The Company, each Subsidiary Guarantor, the Trustee, the Registrar, the Paying Agent and anyone else shall have the right to withdraw such Holder’s request for inclusion protection of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten OfferingTIA Section 312(c).

Notice to Holders. Not later than two Business Days after receipt by Contango of the Selling Holder Election Notice, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango The Company shall promptly notify the initiating Selling Holder in writing of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) to the other all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing (provided that the Company will use reasonable efforts to provide thirty (30) days notice if it can) of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Selling Holder’s intention Company (whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding a registration statement relating to conduct any employee benefit plan or a corporate reorganization or other transaction on Form S-4, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of Registrable Securities) and will afford each such Holder an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Contango within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at registration statement all or any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution part of the Registrable Securities offered then held by such Holder as set forth herein. Each Holder desiring to include in any such registration statement all or the market for the Registrable Securities, then any part of the Registrable Securities to be included held by such Holder shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Underwritten Offering notice shall include inform the Company of the number of Registrable Securities that such Managing Underwriter Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or Underwriters advises Contango can registration statements as may be sold without having such material filed by the Company with respect to offerings of its securities, all upon the terms and adverse effectconditions set forth herein. The Company shall have no obligation to include any Registrable Securities of a Holder in a registration statement under this Section 6(b) if, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each reasonable opinion of counsel to the Company delivered to such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of all such Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to may be sold by all Selling Holders and all other Holders in such Underwritten Offering)a three (3) month period without registration under the Securities Act pursuant to Rule 144 under the Securities Act.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Partnership or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, and (y) then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in the case of a determination to delay such Underwritten Offeringany notice so published, shall be permitted affect the sufficiency of such notice with respect to delay offering any Registrable other Holders of Bearer Securities or the sufficiency of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango Holders of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Registered Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)given as provided herein.

Notice to Holders. Not WAIVER. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 3.01, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and (y) in the case of a determination to delay such Underwritten Offering, waiver shall be permitted the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to delay offering any Registrable Securities the validity of any other Holder for the same period as the delay action taken in the Underwritten Offering. Any other Holder shall have the right to withdraw reliance upon such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)waiver.

Notice to Holders. Not Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than two Business Days after receipt by Contango of the Selling Holder Election Noticelatest date, unless Contango determines in accordance with Section 2.1(d) to delay such Underwritten Offering (in which event Contango shall promptly notify if any, and not earlier than the initiating Selling Holder in writing earliest date, if any, prescribed for the giving of such determination)notice. In any case where notice to Holders of Registered Securities is given by mail, then Contango neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall provide written affect the sufficiency of such notice (including, but not limited to, notification by e-mail) with respect to the other Holders of Registrable Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given if published in an Authorized Newspaper in The City of New York and in such other Holders the opportunity to participate city or cities as may be specified in such Underwritten Offering Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed to include in have been given on the date of such Underwritten Offering publication or, if published more than once, on the date of the first such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offeringpublication. If no request for inclusion from a Holder is received by Contango within reason of the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at suspension of publication of any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any Authorized Newspaper or Authorized Newspapers or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, and (y) then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in the case of a determination to delay such Underwritten Offeringany notice so published, shall be permitted to delay offering any Registrable Securities of any other Holder for affect the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion sufficiency of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering).with

Notice to Holders. Not later than two Business Days after receipt by Contango The Company shall give written notice of the Selling Holder Election Notice, unless Contango determines in accordance proposed filing of any Shelf Registration Statement with Section 2.1(d) respect to delay such Underwritten Offering (in which event Contango shall promptly notify the initiating Selling Holder in writing of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders offerings of Registrable Securities to all Holders as soon as practicable (and in any event at least ten Business Days before the anticipated filing date of such Shelf Registration Statement), and each Holder (other than the Selling Holder’s intention Holder which requested such Registration Statement pursuant to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity Section 3.1) who wishes to participate in such Underwritten Offering and to include Shelf Registration Statement shall notify the Company in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have writing within five Business Days after notice has been delivered to request in writing submitted to Contango the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from receipt by a Holder is received by Contango within of such notice from the specified timeCompany, such Holder and shall have no further right to participate specify in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in the applicable Shelf Registration Statement. The Company shall use its commercially reasonable efforts to include in each such Underwritten Offering Shelf Registration Statement such Registrable Securities for which the Company has received a request from the Holder within five Business Days after giving the notice. If the Holder decides not to include all of its Registrable Securities in any Shelf Registration Statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Shelf Registration Statements as may be filed by the Company with respect to offerings of Registrable Securities. The Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register pursuant to the Holder’s request, to the extent required to permit the disposition of the Registrable Securities so requested to be registered. No registration effected under this Section 3.4 shall relieve the Company of its obligations to effect any registration of the offer and sale of Registrable Securities upon request under Section 3.1 or Section 3.2 hereof, subject to the limitations on the number of Registrable Securities that such Managing Underwriter or Underwriters advises Contango can be sold without having such material Registration Statements and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation Shelf Offerings set forth in the Underwritten Offering (based, first sentence of Section 3.3. No election by a Holder to participate in a Shelf Registration Statement pursuant to this Section 3.4 shall be deemed to count against such electing Holder for each such Selling Holder or other Holder, purposes of the limits on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder Registration Statements and Shelf Offerings set forth in such offering; by (B) the aggregate number first sentence of Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering)Section 3.3.

Notice to Holders. Not later than two Business Days after receipt by Contango of the Selling Holder Election Notice, unless Contango determines in accordance with Section 2.1(d) Waiver. ------------------------- If this Indenture provides for notice to delay such Underwritten Offering (in which event Contango shall promptly notify the initiating Selling Holder in writing of such determination), then Contango shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and any event, such notice shall offer be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to each Holder affected by such event, at such Holder's address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case in which notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders Holders. Any notice when mailed to a Holder in the opportunity aforesaid manner shall be conclusively deemed to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each have been received by such Holder whether or not actually received by such Holder. If this Indenture provides for notice in any manner, such notice may request in writing. Each such other Holder will have five Business Days after notice has been delivered to request be waived in writing submitted by the Person entitled to Contango receive such notice, either before or after the inclusion event, and such waiver shall be the equivalent of Registrable Securities in such notice. Waivers of notice by Holders shall be filed with the Underwritten Offering. If no request for inclusion from Trustee, but such filing shall not be a Holder is received by Contango within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior condition precedent to the closing validity of any action taken in reliance upon such Underwritten Offering, waiver. In case by reason of the Selling Holder giving the notice shall determine for any suspension of regular mail service or by reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities participating in the Underwritten Offering to fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holdercause, and (y) in the case of a determination to delay such Underwritten Offering, it shall be permitted impracticable to delay offering any Registrable Securities mail notice of any other Holder for event as required by any provision of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the same period as the delay in the Underwritten Offering. Any other Holder Trustee shall have the right be deemed to withdraw such Holder’s request for inclusion be a sufficient giving of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offeringnotice. Section 108. Conflict with Trust Indenture Act. --------------------------------- If the Managing Underwriter any provision hereof limits, qualifies or Underwriters of conflicts with any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success provision of the distribution of the Registrable Securities offered Trust Indenture Act or the market for the Registrable Securities, then the Registrable Securities another provision which is required or deemed to be included in such Underwritten Offering this Indenture by any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust Indenture Act shall include control. If any provision of this Indenture modifies or excludes any provision of the number of Registrable Securities Trust Indenture Act that such Managing Underwriter may be so modified or Underwriters advises Contango can excluded, the latter provision shall be sold without having such material and adverse effect, with such number deemed to apply to this Indenture as so modified or to be allocated pro rata among excluded, as the Selling Holders and case may be. In each case that this Indenture refers to a provision of the other Holders who have requested participation in Trust Indenture Act, the Underwritten Offering (based, for each portion of such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed provision required to be sold by such Selling Holder or such other Holder incorporated herein in such offering; by (B) the aggregate number of Registrable Securities proposed order for this Indenture to be sold qualified under the Trust Indenture Act is so incorporated by all Selling Holders reference in and all other Holders in such Underwritten Offering)made a part of this Indenture.