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 amongOld Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company, andOld Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together, the “Sellers”); andCarbon Natural Gas Company (n/k/aCarbon Energy Corporation), a Delaware corporation (the “Purchaser”) |
Gentlemen:
In accordance withSection 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) | InSection9.1(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) | InSection9.1(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 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
