Letter Amendment, dated July 20, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Natural Gas Company

EX-10.2 3 f10q0618ex10-2_carbonenergy.htm MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.2

 

 

 

July 20, 2018

  

Old Ironsides Energy

10 St. James Avenue, 19th Floor

Boston, Massachussetts 02116

Attention: Scott Carson

 

Re:Membership Interest Purchase Agreement (“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”)

 

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 September 1, 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 October 15, 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 September 1, 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 October 15, 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 ###-###-####  Facsimile ###-###-####  
  2480 Fortune Drive, Suite 300, Lexington, Kentucky 40509   Telephone ###-###-####  Facsimile ###-###-####  
  270 Quail Court, Suite B, Santa Paula, California 93060   Telephone ###-###-####  Facsimile ###-###-####  

 

 

 

 

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