Exhibit 10.1


 





 


November 6, 2018


 


Old Ironsides Energy


10 St. James Avenue,
19th Floor


Boston, Massachussetts
02116


Attention: Scott Carson


 


		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 (i) that certain letter agreement dated July 20, 2018 and (ii) that certain letter agreement dated October
15, 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 November 6, 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 30, 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 November 6, 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 30, 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/ Dan Rioux
	 	 	Dan Rioux
	 	 	Managing Partner
	 	 
	 	OLD IRONSIDES FUND II-B PORTFOLIO HOLDING COMPANY, LLC
	 	 
	 	By:	/s/ Dan Rioux
	 	 	Dan Rioux
	 	 	Managing Partner
	 	 
	 	PURCHASER:
	 	 
	 	CARBON ENERGY CORPORATION
	 	(f/k/a Carbon Natural Gas Company
	 	 
	 	By:	/s/ Patrick R. McDonald
	 	 	Patrick R. McDonald,
	 	 	Chief Executive Officer