October 15, 2018

Exhibit 10.1

 

October 15, 2018

Old Ironsides Energy

00 Xx. Xxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxx, Xxxxxxxxxxxxxx 00000

Attention: Xxxxx Xxxxxx

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]

0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000	Telephone 000 000 0000  Facsimile 000 000 0000
0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000	Telephone 000 000 0000  Facsimile 000 000 0000
000 Xxxxx Xxxxx, Xxxxx X, Xxxxx Xxxxx, Xxxxxxxxxx 00000	Telephone 000 000 0000  Facsimile 000 000 0000

AGREED AND ACCEPTED as of the date first written above.

	SELLERS:
	OLD IRONSIDES FUND II-A PORTFOLIO HOLDING COMPANY, LLC
	By:	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Managing Partner
	OLD IRONSIDES FUND II-B PORTFOLIO HOLDING COMPANY, LLC
	By:	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Managing Partner
	PURCHASER:
	CARBON ENERGY CORPORATION
	(f/k/a Carbon Natural Gas Company)
	By:	/s/ Xxxxxxx X. XxXxxxxx
		Xxxxxxx X. XxXxxxxx,
		Chief Executive Officer

Signature Page to Amendment