Amendment to the Corning Natural Gas Corporation Warrant Agreement
Exhibit
10.1
Amendment
to the
Corning
Natural Gas Corporation
This
Amendment
(this “Amendment”) dated as of July 1, 2009 between Corning Natural Gas
Corporation, a New York corporation (the “Corporation”), and Registrar and
Transfer Company, a New Jersey corporation, as warrant agent (the “Warrant
Agent”), amends the Warrant Agreement dated as of July 13, 2007 between the
Corporation and the Warrant Agent (the “Agreement”).
Background
Whereas,
the Company and the Warrant Agent entered into the Agreement in connection with
the sale of warrants to purchase shares of the Corporation’s common stock (the
“Warrants”) in the Corporation’s rights offering of investment units consisting
of shares of the Corporation’s common stock and Warrants in 2007;
Whereas,
each Warrant initially entitled the Warrant holders to purchase 0.7 shares of
common stock at a cash exercise price of $19.00 per share;
Whereas,
from January 2, 2009 to June 30, 2009 the common stock traded within the range
of $13.05 to $18.75 per share, substantially lower than the exercise price of
the Warrants presently in effect;
Whereas,
the Corporation has determined, after a review of recent and current market
conditions and other factors, that it is in the best interest of the Corporation
to reduce the Warrant exercise price temporarily to increase the likelihood that
some Warrants will be exercised in the near term to raise capital to support the
Corporation’s business plan; and
Whereas,
the Corporation desires to amend the Agreement pursuant to Section 20 of the
Agreement and has determined that the proposed amendment will not in any way
adversely affect the interests of the Warrant holders.
Now,
Therefore,
the parties agree as follows:
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1.
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Capitalized
terms not defined in this Amendment have the meanings assigned to them in
the Agreement.
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2.
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From
July 6, 2009 to August 5, 2009 the Exercise Price shall be $15.00 per
share. After 5:00 p.m.,
New York City time, on August 5, 2009, the Exercise Price shall revert to
$19.00 per share, subject to adjustment as provided for in the
Agreement.
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3.
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Except
as specifically amended in Section 2 of this Amendment, the terms and
conditions of the Agreement are unchanged and remain in full force and
effect.
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In
Witness
Whereof,
the undersigned have caused this Amendment to be duly executed and
delivered on the date listed above.
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Corning
Natural
Gas
Corporation
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/s/ Xxxxxxx X. German
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By
Xxxxxxx X. German, President and
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Chief Executive Officer
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Registrar
and
Transfer
Company
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/s/ Xxxxxxx X. Tatler
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By
Xxxxxxx X. Tatler, Vice
President
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