EX-10.1 2 f8k101518ex10-1_carbonenergy.htm LETTER AMENDMENT, DATED OCTOBER 15, 2018, TO MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED AS OF MAY 4, 2018

Exhibit 10.1

 

 

October 15, 2018

 

Old Ironsides Energy

10 St. James Avenue, 19th Floor

Boston, Massachussetts 02116

Attention: Scott Carson

 

Re:Membership Interest Purchase Agreement dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company, and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together, the “Sellers”); and Carbon Natural Gas Company (n/k/a Carbon Energy Corporation), a Delaware corporation (the “Purchaser”), as amended by that certain letter agreement dated July 20, 2018, by and among the Sellers and the Purchaser (collectively, “Purchase Agreement”)

 

Gentlemen:

 

In accordance with Section 9.3 of the Purchase Agreement, when executed by you below, this letter shall confirm the agreement between Sellers and Purchaser and amend the Purchase Agreement in the following respects:

 

(1)In Section 9.1(a)(iv), the first phrase, which currently reads

 

by the Purchaser upon written notice to Sellers given at any time on or after October 15, 2018 (the “Purchaser’s Outside Date”);

 

is hereby amended to read as follows:

 

by the Purchaser upon written notice to Sellers given at any time on or after November 6, 2018 (the “Purchaser’s Outside Date”);

 

(2)In Section 9.1(a)(v), the first phrase, which currently reads

 

by Sellers upon written notice to Purchaser given at any time on or after October 15, 2018 (the “Sellers’ Outside Date”);

 

is hereby amended to read as follows:

 

by Sellers upon written notice to Purchaser given at any time on or after November 6, 2018 (the “Sellers’ Outside Date”);

 

Otherwise the Purchase Agreement shall remain in full force and effect, in accordance with its existing terms and provisions.

 

This agreement amending the Purchase Agreement may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each party that executes the same whether or not all parties execute the same counterpart. If counterparts of this agreement are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one agreement, but each counterpart shall be considered an original. This agreement may be executed and delivered by exchange by email of PDF copies showing the signatures of the parties, and those PDF copies showing the signatures of the parties will constitute originally signed copies of the same agreement requiring no further execution.

 

[Signatures Page Follows]

 

 
1700 Broadway, Suite 1170, Denver, Colorado 80290 Telephone 720 407 7030  Facsimile 720 407 7031
2480 Fortune Drive, Suite 300, Lexington, Kentucky 40509 Telephone 859 299 0771  Facsimile 859 299 0772
270 Quail Court, Suite B, Santa Paula, California 93060 Telephone 805 933 1901  Facsimile 805 933 9901

 

 

 

  

AGREED AND ACCEPTED as of the date first written above.

 

  SELLERS:
   
  OLD IRONSIDES FUND II-A PORTFOLIO HOLDING COMPANY, LLC
     
  By: /s/ Scott E. Carson
    Scott E. Carson
    Managing Partner
     
  OLD IRONSIDES FUND II-B PORTFOLIO HOLDING COMPANY, LLC
     
  By: /s/ Scott E. Carson
    Scott E. Carson
    Managing Partner
     
  PURCHASER:
     
  CARBON ENERGY CORPORATION
  (f/k/a Carbon Natural Gas Company)
     
  By: /s/ Patrick R. McDonald
    Patrick R. McDonald,
    Chief Executive Officer

 

Signature Page to Amendment