REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2011 • Carbon Natural Gas Co • Blank checks • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 29th day of June, 2011 by and among Carbon Natural Gas Company, a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Purchase Agreement by and among the Company and the Purchasers (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
CARBON NATURAL GAS COMPANY 44,444,444 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • July 6th, 2011 • Carbon Natural Gas Co • Blank checks • New York
This Agreement will confirm the arrangement between Carbon Natural Gas Company, a Delaware corporation (the “Company”), with its principal offices at 1700 Broadway, Suite 2020, Denver, Colorado 80290, and the purchasers whose names and addresses are set forth on the signature pages hereof (each a “Purchaser” and collectively, the “Purchasers”), relating to the issuance and sale by the Company to the Purchasers, severally and not jointly, of up to 44,444,444 shares (the “Shares”) of the Company’s common stock, par value $.01 per share (the “Securities”) on the terms, conditions and other provisions contained in this Agreement (the “Placement”). On February 14, 2011, pursuant to an Agreement and Plan of Merger between (i) the Company and its subsidiary St. Lawrence Merger Sub, Inc. (“Merger Co.”), a Delaware corporation, and (ii) Nytis Exploration (USA) Inc., a Delaware corporation (“Nytis USA”), Merger Co. merged with and into Nytis USA with Nytis USA as a surviving subsidiary of the Co
CARBON NATURAL GAS COMPANY One Hundred Shares of Series A Convertible Preferred Stock PURCHASE AGREEMENTPurchase Agreement • July 6th, 2011 • Carbon Natural Gas Co • Blank checks • New York
This Agreement will confirm the arrangement between Carbon Natural Gas Company, a Delaware corporation (the “Company”), with its principal offices at 1700 Broadway, Suite 2020, Denver, Colorado 80290, and the purchaser whose name and address are set forth on the signature pages hereof (the “Purchaser”), relating to the issuance and sale by the Company to the Purchaser of one hundred (100) shares of its Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Securities”) on the terms, conditions and other provisions contained in this Agreement and in the Certificate of Designation (as such term is defined below). In accordance with the terms of the Amended and Restated Certificate of Designation of Relative Rights and Preferences of the Series A Convertible Preferred Stock filed with the Delaware Secretary of State (the “Certificate of Designation”) on June 27, 2011, the Preferred Securities will convert automatically into shares of the Company’s common stock, pa
