Exhibit 10.2


 


Execution


 


MANAGEMENT
SERVICES AGREEMENT


 


This
MANAGEMENT SERVICES AGREEMENT, made and entered into this 23rdth day of February, 2017 (the “Effective Date”),
by and between Carbon Natural Gas Company, a Delaware limited liability company (the “Manager”), and
Carbon Appalachian Company, LLC, a Delaware limited liability company (the “Owner”). Manager and Owner
are collectively referred to in this Agreement as the “Parties” and individually each a “Party”.


 


RECITALS


 


WHEREAS,
Owner owns, directly or indirectly through its subsidiaries, certain interests in producing and non-producing oil and gas properties
and is engaged in the Business.


 


WHEREAS,
Manager has the facilities, employees, experience and ability to provide general management and administrative services that may
be necessary or useful to Owner; and


 


WHEREAS,
Owner desires to engage Manager to perform and provide, and Manager desires to perform and provide for and on behalf of Owner,
the Services as set forth herein and in accordance with the terms and conditions hereof.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.          Defined
Terms. As used in this Agreement, each of the following terms has the meaning given in this Section 1 as follows:


 


		1.1	“Affiliate”
                                         means, with respect to any Person, each other Person that directly or indirectly (through
                                         one or more intermediaries or otherwise) controls, is controlled by, or is under common
                                         control with such Person, provided, however, that the Parties specifically acknowledge
                                         and agree that neither Party nor its Affiliates will be considered as Affiliates of the
                                         other Party or its Affiliates solely by reason of the existence of this Agreement or
                                         any other Agreement entered into between the Parties in connection with the provision
                                         of Services.



 


		1.2	“Agreement”
                                         means this Management Services Agreement, as amended, supplemented or modified from time
                                         to time.



 


		1.3	“Assets”
                                         means the following assets of Owner and its subsidiaries: (a) oil, gas and mineral leases;
                                         (b) oil, gas and other hydrocarbon wells; (c) all royalty, overriding royalty, production
                                         payments, net profits interests and other interests in oil and gas properties; (d) all
                                         tangible personal property, equipment, machinery, inventory, supplies, spare parts, fixtures
                                         and improvements that are a part of any lease or well; (e) midstream assets; and (e)
                                         all files, books, records and business data that relate to any of the foregoing (collectively,
                                         “Records”).



 


		1.4	“Board”
                                         means the “Board” as defined in the LLC Agreement.



 






    	Management Services Agreement		 



     


    

 


		1.5	“Budget”
                                         means the “Budget” as defined in the LLC Agreement.



 


		1.6	“Business”
                                         means the business of Owner and its subsidiaries as conducted with respect to the Assets,
                                         as described in Section 1.6 of the LLC Agreement, and which shall include (a) activities
                                         to acquire, hold, maintain, renew, drill, develop, operate and sell working interests,
                                         net profits interests, leasehold interests, royalties, and other types of oil and gas
                                         interests and/or equity interests in any Person owning oil and gas interests; (b) activities
                                         to produce, collect, store, treat, deliver, market, sell, farm-out or otherwise dispose
                                         of oil, gas and related hydrocarbons and minerals from its properties and interests;
                                         (c) midstream activities; and (d) all such other actions incidental to any of the foregoing
                                         as may be necessary or desirable.



 


		1.7	“Change
                                         of Control Event” means any transaction or series of transactions pursuant
                                         to which (a) Old Ironsides fails to hold, of record and beneficially, a majority of the
                                         Class A Units (as defined in the LLC Agreement) of Owner, or (b) Owner or its subsidiaries
                                         dispose of all or a material portion of the Assets.



 


		1.8	“Company
                                         System” means any System owned or licensed by Owner, or which Owner otherwise
                                         has rights of use.



 


		1.9	“Confidential
                                         Information” means all information with respect to Owner, its members and
                                         their respective Affiliates and the business of Owner, its members and their respective
                                         Affiliates, and the Assets of such parties, including all maps, charts, logs, seismographs,
                                         interpretations, calculations, reports, studies, interpretations, summaries or opinions,
                                         in each case whether in written, oral or electronic form, that is furnished or disclosed
                                         to Manager or Manager Personnel by or on behalf of Owner, its members and their respective
                                         Affiliates, together with any and all notes, analyses, compilations, studies, interpretations
                                         and other documents prepared by Manager or Manager Personnel which contain, reflect or
                                         are based upon, in whole or in part, such information, regardless of (x) who prepares
                                         such materials and (y) whether or not such materials are specifically identified as “confidential.”



 


		1.10	“Contract
                                         Operating Agreement” means that certain Contract Operating Agreement, dated
                                         as of February 23, 2017, by and between Nytis Exploration and Owner.



 


		1.11	“Control”
                                         (including collective meanings, “controlling,” “controlled by”
                                         and “under common control with”) means the possession, directly or indirectly,
                                         of the power to direct or cause the direction of the management and policies of a Person,
                                         whether through ownership of voting securities, by contract or otherwise.



 


		1.12	“Effective
                                         Date” has the meaning specified in the introductory paragraph of this Agreement.



 


		1.13	“Governmental
                                         Authority” means any federal, national, regional, state, municipal or local
                                         government, any political subdivision or any governmental, judicial, public or statutory
                                         instrumentality, tribunal, court, arbitral panel, or other regulatory bureau, authority,
                                         body or entity having legal jurisdiction over the matter or Person in question.



 






    	Management Services Agreement	- 2 -	 



     


    

 


		1.14	“Initial
                                         Term” has the meaning specified in Section 15.



 


		1.15	“Insured”
                                         has the meaning specified in Section 12.



 


		1.16	“IP
                                         Rights” has the meaning specified in Section 22(b).



 


		1.17	“JOA”
                                         means that certain Joint Operating Agreement, dated as of February 23, 2017, by and between
                                         Carbon Tennessee Mining Company, LLC, a Delaware limited liability company, and Nytis
                                         Exploration.



 


		1.18	“Law”
                                         means any and all applicable laws, statutes, ordinances, permits, decrees, rulings, writs,
                                         injunctions, orders, codes, judgments, principles of common law, rules or regulations
                                         which are promulgated, issued or enacted by a Governmental Authority having jurisdiction.



 


		1.19	“Liabilities”
                                         has the meaning specified in Section 19.1.



 


		1.20	“LLC
                                         Agreement” means the Limited Liability Company Agreement of Owner, dated
                                         as of February 23, 2017.



 


		1.21	“Management
                                         Fee” has the meaning specified in Section 7.



 


		1.22	“Management
                                         Standards” has the meaning specified in Section 5.



 


		1.23	“Manager”
                                         has the meaning specified in the introductory paragraph of this Agreement.



 


		1.24	“Manager
                                         Personnel” means the officers and employees of Manager and all other persons
                                         otherwise engaged by Manager for the provision of the Services hereunder.



 


		1.25	“Nytis
                                         Exploration” means Nytis Exploration Company LLC, a Delaware limited liability
                                         company.



 


		1.26	“Old
                                         Ironsides” means 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.



 


		1.27	“Owner”
                                         has the meaning specified in the introductory paragraph of this Agreement and, unless
                                         the context otherwise requires, includes any subsidiaries of Owner.



 


		1.28	“Owner
                                         Indemnified Parties” has the meaning specified in Section 19.2.



 






    	Management Services Agreement	- 3 -	 



     


    

 


		1.29	“Participation
                                         Agreement” means that certain Participation Agreement, dated as of February
                                         23, 2017, by and between Carbon Tennessee Mining Company, LLC, a Delaware limited liability
                                         company, and Nytis Exploration.



 


		1.30	“Parties”
                                         has the meaning specified in the introductory paragraph.



 


		1.31	“Person”
                                         (whether or not capitalized) means any natural person, corporation, company, limited
                                         or general partnership, joint stock company, joint venture, association, limited liability
                                         company, trust, bank, trust company, land trust, business trust or other entity or organization,
                                         whether or not a Governmental Authority.



 


		1.32	“Programs”
                                         has the meaning specified in Section 22(a).



 


		1.33	“Provider
                                         Group” means Manager and Affiliates of Manager.



 


		1.34	“Provider
                                         System” means any System owned or licensed by any member of the Provider
                                         Group, or which by any member of the Provider Group otherwise has rights of use.



 


		1.35	“Records”
                                         has the meaning specified in the definition of Assets.



 


		1.36	“Services”
                                         has the meaning set forth in on Exhibit A.



 


		1.37	“Subject
                                         Contracts” has the meaning specified in Section 10.



 


		1.38	“System”
                                         means any software or other computer program and programming aid with supporting documentation,
                                         including without limitation input and output format, program listing, systems flow charts,
                                         narrative descriptions and operating instructions, and the tangible media upon which
                                         such program is recorded.



 


		1.39	“Term”
                                         has the meaning specified in Section 15.



 


		1.40	“Termination
                                         Date” has the meaning specified in Section 16(a).



 


		1.41	“Termination
                                         Notice” has the meaning specified in Section 16(a).



 






    	Management Services Agreement	- 4 -	 



     


    

 


2.          References
and Titles. All references in this Agreement to Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions
refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or to this Agreement
unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereby,” “hereunder”
and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Section, subsection
or other subdivision unless expressly so limited. Titles appearing at the beginning of any Sections, subsections or other subdivisions
of this Agreement are for convenience only, do not constitute any part of this Agreement, and will be disregarded in construing
the language hereof. The words “this Section” and “this subsection,” and words of similar import, refer
only to Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including”
(in its various forms) means including without limitation. Each accounting term not defined herein, and each accounting term partly
defined herein to the extent not defined, will have the meaning given to it under generally accepted accounting principles, as
recognized by the U.S. Financial Accounting Standards Board (or any generally recognized successor). Exhibits and Schedules referred
to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter
genders will be construed to state and include any other gender, and words, terms and titles (including terms defined herein)
in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. References
to any Law or agreement (or contract) mean such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity,
question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must
not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have
authored this Agreement or any of its terms. Any reference to an agreement or contract herein includes any amendment, modification
or replacement thereof that is in accordance with the provisions of this Agreement.


 


3.          Engagement
of Manager.


 


(a)       
Commencing on the Effective Date, Owner hereby appoints, retains and authorizes Manager, and Manager hereby accepts and agrees,
to perform during the Term the Services, at all times in accordance with the terms and conditions set forth in this Agreement.


 


(b)
       It is the intent of Owner and Manager to maintain the separate corporate existence of
both entities, to hold themselves out to others as separate corporate entities and to conduct their respective businesses in a
manner which respects and preserves their separate identities. Accordingly, Manager will provide the Services, and Owner will
operate the Business, consistent with this intent. Without limiting the foregoing, each of Owner and Manager, to the extent applicable
when providing Services on behalf of Owner, and except as otherwise expressly agreed between them from time to time, will (a)
not hold Manager Personnel out as Owner’s employees when transacting with third parties on behalf of Owner, (b) maintain
proper Records that show the assets, liabilities, and transactions of Owner and its subsidiaries separate from those of any other
person and prepare financial statements for Owner in the same manner, (c) not commingle the funds received by or on behalf of
Owner with any other person’s funds, (d) pay liabilities and expenses invoiced directly to Owner or pertaining to the Assets
only out of the funds of Owner or its subsidiaries, as applicable, and (e) maintain separate bank accounts belonging only to,
or maintained by Owner; provided that Owner and Manager acknowledge and agree that Manager is acting as a contractor for Owner
in the provision of Services, subject to the terms of this Agreement. Nothing in this Agreement prohibits Manager and Owner from
acknowledging to third parties their status as parties to this Agreement.


 


4.          Direction
of Services.


 


(a)       
Except with respect to the means or method by which Manager performs the Services (which will at all times be subject to the direction
or control of Manager), the provision of the Services hereunder are at all times subject to the direction of Owner; provided that,
subject to the terms of the LLC Agreement, Manager will have the power and authority to cause the expenses of Owner or its subsidiaries
in connection with the Assets to be paid or pre-paid (if required) and to generally manage the day to day administrative operations
of the Business, including accounting for all revenue and expenses, communicating with well operators, managing cash flow and
taking such other actions as necessary for the efficient administration of the Business all subject to the oversight of Owner.
The Parties acknowledge that Owner’s need for and scope of the Services may change from time to time depending on the nature,
number and size of the interests held by Owner at any given time, and Owner and Manager may change the scope of the Services consistent
with Exhibit A from time to time by mutual agreement of Owner and Manager.


 






    	Management Services Agreement	- 5 -	 



     


    

 


(b)       Notwithstanding
anything herein to the contrary, the Manager shall not take (or cause the Company or any of its subsidiaries to take) any action
that the Company would be prohibited from taking without the approval of the Majority of the Voting Power (as defined in the LLC
Agreement) or the Supermajority of the Voting Power (as defined in the LLC Agreement) pursuant to the LLC Agreement, including
pursuant to Section 2.4 of the LLC Agreement, without the Company having first obtained the applicable approval of the Board.


 


5.          Management
Standards. In performing the Services, Manager will act in accordance with the express provisions of this Agreement and, where
neither this Agreement nor any other agreement applicable to Manager in respect of performing the Services specifically establishes
a particular obligation or standard, in accordance with prudent industry standards and in conformity in all material respects
with all applicable Laws and in conformity with the oil, gas and mineral leases owned by Owner (the “Management Standards”).
Manager shall perform the Services consistent with the Budget, including any variances from the Budget expressly permitted by
the LLC Agreement.


 


6.          Affiliate
Transactions. Manager will not, in connection with the provision of Services to Owner, cause or permit Owner to, unless at
the time of contract the terms of the contract are on market terms or terms more favorable than market terms to Owner, (i) engage
or enter into any contract with any Affiliate of Manager or (ii) purchase or sell goods or services from or to any Affiliate of
Manager; provided, however, that the Parties agree and acknowledge that Nytis Exploration LLC shall act as operator of the Assets
and that such arrangement does not constitute a breach of this Section 6.


 


7.          Management
Fee. The fee specified to be paid by Owner to Manager pursuant to Section 2.7 of the LLC Agreement (the “Management
Fee”) shall constitute full reimbursement to Manager for all costs and expenses related to general and administrative
matters associated with the providing of the Services; provided, however, that all out of pocket costs and expenses of Manager
incurred in the performance of Services shall be subject to reimbursement by Owner to Manager as provided in Section 8
below (subject to the other terms and conditions of this Agreement).


 






    	Management Services Agreement	- 6 -	 



     


    

 


8.          Other
Expenses.


 


(a)
       Third Party Services. If any third party services are reasonably required in
connection with the performance of the Services by Manager as contemplated by this Agreement, including without limitation outside
accountants, tax preparation, third party engineers, third party geologists, auditors, attorneys, consultants, and advisors, any
reasonable costs and expenses incurred in connection therewith shall be the sole responsibility of Owner, and Owner shall either
(i) pay such costs and expenses directly or (ii) if such costs or expenses are incurred directly by Manager, reimburse Manager
(subject to the other terms and conditions of this Agreement), not later than thirty (30) days following Manager’s written
request for such reimbursement accompanied by such supporting documentation regarding the nature, purpose, payee, and amount of
such costs and expenses (and any other information applicable thereto) as shall be reasonably requested by Owner, for Manager’s
actual out of pocket cost thereof; provided that Manager shall not incur, directly or on behalf of Owner or its subsidiaries,
any costs or expenses for such third party services except to the extent consistent with the Budget (as defined in the LLC Agreement)
and any variances from the Budget expressly permitted by the LLC Agreement.


 


(b)       Proration.
To the extent that any costs or expenses otherwise the responsibility of Owner pursuant to Section 8(a) relate to any
Assets in which Manager or its Affiliates (other than Owner and its wholly-owned subsidiaries) or other third parties (other than
Owner and its wholly-owned subsidiaries) also hold a working interest or other interest, then the amount of such costs or expenses
allocated to be the responsibility of Owner will be (i) equal to (A) the amount of such costs or expenses, multiplied by (B) a
fraction, (1) the numerator of which is Owner and its wholly-owned subsidiaries’ working interest in such Assets or Business
and (2) the denominator of which is Owner and its wholly-owned subsidiaries’ working interest in such Assets or Business,
plus Manager’s and its Affiliate’s and other third parties (other than Owner and its wholly-owned subsidiaries) working
interest in such Assets or Business, or (ii) if Owner and its wholly-owned subsidiaries’ and Manager and its Affiliate’s
or other third parties (other than Owner and its wholly-owned subsidiaries) interest in such Assets are not readily measured by
working interests, then as agreed to in good faith by Owner and Manager to reflect the relative benefit to Owner and its wholly-owned
subsidiaries, on the one hand, as compared to the relative benefit to Manager and its Affiliates (other than Owner and its wholly-owned
subsidiaries) or other third parties (other than Owner and its wholly-owned subsidiaries), on the other hand.


 


9.          Contract
Operating Agreement. Manager shall, for so long as the Contract Operating Agreement is in effect, cause Nytis to not incur,
directly or on behalf of Owner or its subsidiaries, any costs or expenses for any third party services, except to the extent consistent
with the Budget and any variances from the Budget expressly permitted by the LLC Agreement.


 


10.        Compliance
with Obligations. To the extent applicable to the Services, Manager will use diligent and reasonable efforts to cause compliance
by Owner or its subsidiaries, as applicable, with all terms and conditions contained in any contract, agreement, judicial, administrative
or governmental order, law or ruling, lease, mortgage, deed of trust or other contractual or security instrument affecting the
Business or any of the Assets, including without limitation, the Contract Operating Agreement or any successor or replacement
contract operating agreement, the Participation Agreement and the JOA (collectively, the “Subject Contracts”)
and (ii) use diligent and reasonable efforts to cause substantial compliance (and, in any event, compliance with all material
terms and conditions) by parties other than Owner with Subject Contracts; provided, however, that, except as otherwise set forth
herein, Manager will not be required to make any payment or incur any liability on account thereof and Manager will not be required
to institute legal proceedings to enforce the obligations of parties other than Owner to the Subject Contracts unless Owner has
agreed to reimburse Manager for the legal fees and expenses of such proceeding. Manager will promptly notify Owner of any material
violation of any such Subject Contract.


 






    	Management Services Agreement	- 7 -	 



     


    

 


11.       Emergencies.
Notwithstanding anything to the contrary in this Agreement, Manager shall be authorized to incur Emergency Expenditures (as defined
in the LLC Agreement) for and on behalf of Owner as permitted under Section 2.8(h) of the LLC Agreement.


 


12.       Manager’s
Insurance. Manager will at all times maintain such insurance and in such amounts as prudent and consistent with industry practice
for other companies providing services similar to the Services. Such insurance shall be maintained with financially sound and
reputable insurance companies. During the Term of this Agreement, Manager will take such action, to the extent permitted under
the applicable insurance policies, to cause Owner to be Insured, under the insurance policies maintained by Manager pursuant to
this Section 12. As used herein, the term “Insured” means Owner will be (a) a named insured to
the extent possible, (b) in the case of workers’ compensation, named as an alternate employer, or (c) an additional insured
in all other cases; provided, however, that Manager will take reasonable commercial efforts to provide for endorsement of Owner
as a named insured under each policy maintained by Manager pursuant to this Section 12.


 


13.       General.
Manager will use commercially reasonable efforts to employ or have available to it at all times during the Term of Agreement a
sufficient number of qualified personnel to enable it to properly, timely, and diligently supply all the Services.


 


14.       Responsibility.
All matters pertaining to the employment, supervision compensation, promotion and discharge of any employees or personnel of Manager
or its Affiliates are the responsibility of Manager, which is (or its Affiliate is) in all respects the employer of any such employees.
All such employment arrangements are solely the concern of Manager and, if applicable, its Affiliates and Owner will have no liability
with respect thereto.


 


15.       Term.
The initial term of this Agreement will begin on the Effective Date and, subject to termination in accordance with Section
16 will continue until the Commitment Reduction Date (as defined in the LLC Agreement) (the “Initial Term”),
and so long after the Initial Term as the Parties may mutually agree, provided that if neither Party gives written notice of its
intent to terminate this Agreement as of the end of the Initial Term then this Agreement shall continue after the Initial Term
until the last day of the calendar month immediately following the calendar month in which a Party gives written notice of its
intent to terminate this Agreement (the Initial Term together with any such extension thereafter, the “Term”).
Except as expressly provided herein, the expiration or earlier termination of this Agreement will not relieve any Party of any
obligation or liability arising prior to such expiration or termination.


 






    	Management Services Agreement	- 8 -	 



     


    

 


16.         Termination.


 


(a)       This
Agreement shall terminate (the “Termination Date”) on the first to occur of (i) the end of the Term,
(ii) the date on which the Parties mutually agree, in writing, to terminate this Agreement, and (iii) the termination date set
forth on any notice given in accordance with Section 16(b) (a “Termination Notice”). Each Termination
Notice must be in writing and set forth in reasonable detail the basis for the termination and the Termination Date. If requested
by Owner, Manager, following its receipt of a Termination Notice, will continue to perform (and be paid for) the Services in accordance
with this Agreement for a period of up to 180 days following such notice and, in such event, the date on which such continued
Services are no longer necessary (as specified by Owner in the Termination Notice) will be considered the Termination Date for
purposes hereof.


 


(b)       Owner
may terminate this Agreement by delivery of a Termination Notice to Manager: (a) at any time that Carbon (as defined in the
LLC Agreement) is a Defaulting Member (as defined in the LLC Agreement); (b) following a Change of Control Event; (c) at any time
that Carbon (as defined in the LLC Agreement) fails to hold, of record and beneficially, any Class A Units (as defined in the
LLC Agreement), (d) at any time after a Key Man Event (as defined in the LLC Agreement) of the type described in Section 4.2(c)
of the LLC Agreement; (e) at any time after a material breach by Manager of its obligations hereunder that remains uncured thirty
(30) days following the receipt by Manager of written notice of such breach by Owner or (f) at any time Manager fails to
employ or have available to it a sufficient number of qualified personnel to enable it to properly, timely, and diligently supply
all the Services.


 


17.         Transition
of Services to New Manager. Until the Termination Date, Manager will continue to provide the Services in accordance with this
Agreement. Upon request from Owner, Manager will reasonably cooperate with Owner in the transition of such Services to a new manager
appointed by Owner by (a) turning over Owner’s Records and any other relevant information reasonably requested of Manager,
(b) if applicable, assigning to Owner all of Manager’s rights under subcontracts and other contractual arrangements entered
into by Manager in connection with the performance of the Services, (c) facilitating the management of the Assets subject to this
Agreement to the successor manager, (d) assisting Owner in acquiring rights to any licenses, software or other intellectual property
held by or of the type (or type capable of performing substantially the same functions as the type) held by Manager and used in
the performance of the Services, (e) facilitating the transfer to such software or other intellectual property acquired by Owner
of any data, databases or other information regarding the Assets or otherwise used by Manager in performance of the Services and
(f) providing information with respect to the Assets and Business, and make available Manager Personnel, as requested by Owner
to (i) facilitate the preparation and audit of the financial statements of Owner for the years ending prior to the Termination
Date and the year in which the Termination Date occurs, including without limitation meeting with internal accounting and auditing
personnel and external accountants and auditors, (ii) execute such certifications and other instruments as reasonably requested
by Owner or external accountants and auditors in connection with the audit of such financial statements to the extent such certifications
and other instruments relate to periods prior to the Termination Date and (iii) meeting with Owner in preparation of responding
to any inquiry or audit by, and attending any meetings in connection therewith with, any governmental auditors, regulatory auditors,
tax authorities or any other auditor or governmental agency to the extent related to any periods prior to the Termination Date.
On the Termination Date, Manager will deliver to Owner the Records. Following the termination of this Agreement, Owner will have
the right to appoint any other Person as manager to perform the Services by whatever method Owner may deem expedient or appropriate.
Following the termination of this Agreement, Manager will have no further rights under this Agreement (except as provided in Section
18) and will not be entitled to receive any further payments under this Agreement.


 






    	Management Services Agreement	- 9 -	 



     


    

 


18.         Effect
of Termination. The termination of this Agreement will not relieve any Party from any expense, liability or other obligation
or remedy therefor that has accrued or attached prior to the Termination Date, and this Section 18 and Section 19,
Section 20, Section 21 and Section 22 will survive such termination indefinitely.


 


19.         Indemnification.
From and after the Effective Date, the Parties will indemnify each other as follows:


 


		19.1	Owner
                                         Indemnification. Owner will indemnify, defend, reimburse and hold harmless Manager
                                         and its officers, managers, representatives, agents, members, employees (together with
                                         Manager, the “Manager Indemnified Parties”) from and against and in
                                         respect of any and all claims, liabilities, losses, costs, expenses (including reasonable
                                         attorneys’ fees and costs of investigation) or damages (collectively, “Liabilities”)
                                         incurred or suffered by a Manager Indemnified Party in connection with, arising out of,
                                         or relating to, directly or indirectly, its performance of the Services hereunder, EVEN
                                         IF SUCH LIABILITIES AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, SOLE OR CONCURRENT
                                         NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF A MANAGER INDEMNIFIED PARTY, except that
                                         such indemnity will not apply (x) in cases in which any such Liabilities are determined
                                         by a final and non-appealable judgment of a court of competent jurisdiction to have resulted
                                         from the gross negligence, or intentional misconduct of Manager or any other Manager
                                         Indemnified Party or from any failure by Manager to follow any lawful direction of Owner,
                                         or (y) in respect of costs and expenses for which the Manager is already compensated
                                         through the payment of the Management Fee or the other cost and expense reimbursement
                                         provisions of this Agreement.



 


		19.2	Manager
                                         Indemnification. Manager will indemnify, defend and hold harmless Owner, its subsidiaries
                                         and Affiliates and their respective officers, directors, representatives, agents, members
                                         and employees (collectively, “Owner Indemnified Parties”) from and
                                         against and in respect of any and all Liabilities incurred or suffered by an Owner Indemnified
                                         Party in connection with, arising out of, or relating to, any breach by Manager of this
                                         Agreement or the gross negligence, reckless or intentional misconduct of Manager or another
                                         Manager Indemnified Party in Manager’s performance of the Services or from any
                                         failure by Manager to follow any lawful direction of Owner.



 


		19.3	EXTENT
                                         OF INDEMNIFICATION. WITHOUT LIMITING OR ENLARGING THE SCOPE OF THE INDEMNIFICATION,
                                         DEFENSE AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT
                                         PERMITTED BY LAW, AN OWNER INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNIFICATION HEREUNDER
                                         IN ACCORDANCE WITH THE TERMS OF THIS SECTION 19 REGARDLESS OF WHETHER THE ACT,
                                         OCCURRENCE OR CIRCUMSTANCE GIVING RISE TO ANY SUCH INDEMNIFICATION OBLIGATION IS THE
                                         RESULT OF THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY,
                                         BREACH OF DUTY (STATUTORY OR OTHERWISE) OR OTHER FAULT OR VIOLATION OF ANY LAW OF OR
                                         BY ANY SUCH OWNER INDEMNIFIED PARTY, PROVIDED THAT NO SUCH INDEMNIFICATION SHALL BE APPLICABLE
                                         TO THE EXTENT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.



 






    	Management Services Agreement	- 10 -	 



     


    

 


		19.4	Indemnification
                                         Procedure. If any indemnified party discovers or otherwise becomes aware of an indemnification
                                         claim arising under this Agreement, such party will give written notice to the indemnifying
                                         Party, specifying such claim, and may thereafter exercise any remedies available to such
                                         indemnified party under this Agreement; provided, however, the failure of any indemnified
                                         party to give notice as provided herein will not relieve the indemnifying Party of any
                                         obligations hereunder, to the extent the indemnifying Party is not materially prejudiced
                                         thereby. Further, promptly after receipt by an indemnified party hereunder of written
                                         notice of the commencement of any action or proceeding with respect to which a claim
                                         for indemnification may be made against the indemnifying Party, the indemnified party
                                         will give written notice to the indemnifying Party of the commencement of such action,
                                         accompanied by a copy of all papers, if any, served with respect to the action or proceeding;
                                         provided, however, the failure of any indemnified party to give notice as provided herein
                                         will not relieve the indemnifying Party of any obligations hereunder, to the extent the
                                         indemnifying Party is not materially prejudiced thereby.



 


20.         Miscellaneous.
It is further agreed as follows:


 


		20.1	Independent
                                         Contractor. Manager and Owner are independent contractors and this Agreement will
                                         not be construed as one of partnership, agency, joint venture, or employment between
                                         Manager and Owner, and the rights, duties, obligations and liabilities of each of the
                                         Parties under this Agreement will be individual, not collective or joint. As between
                                         the Parties, (a) it is not the intention of the Parties to create, nor will this Agreement
                                         be deemed or construed to create, a mining or other partnership, joint venture, association
                                         or trust, (b) Manager is not the actual or implied agent for Owner, (c) Manager has the
                                         exclusive authority to control and direct the specific means, method and manner of performance
                                         of the details of the Services to be provided hereunder, and (d) subject to the other
                                         express provisions of this Agreement and the right of Owner to direct Manager with respect
                                         to the ends to be accomplished, Manager will have the exclusive responsibility and liability
                                         for (i) the direction and supervision of its personnel, (ii) the salary, employee benefits,
                                         other compensation and related costs of such Manager Personnel and (iii) the collection
                                         and payment of any payroll taxes or contributions or taxes for unemployment insurance,
                                         workers’ compensation, pensions and social security for Manager Personnel that
                                         are imposed by any Governmental Authority.



 






    	Management Services Agreement	- 11 -	 



     


    

 


		20.2	Notices.
                                         All notices and communications required or permitted under this Agreement must be in
                                         writing addressed as indicated below, and any communication or delivery hereunder will
                                         be deemed to have been duly delivered upon the earliest of: (a) actual receipt by the
                                         Party to be notified; (b) if sent by U.S. certified mail, postage prepaid, return receipt
                                         requested, then the date shown as received on the return notice; (c) if by facsimile
                                         transmission, then upon confirmation by the recipient of receipt; (d) if by email, then
                                         upon an affirmative reply by email by the intended recipient that such email was received
                                         (provided that an automated response from the e-mail account or server of the intended
                                         recipient constitutes an affirmative reply); or (e) if by Federal Express overnight delivery
                                         (or other reputable overnight delivery service), the date shown on the notice of delivery.
                                         Addresses for all such notices and communication are as follows:



 


	 	To
    Manager:	Carbon
    Natural Gas Company
	 	 	1700
    Broadway, Suite 1170
	 	 	Denver,
    CO 80290
	 	 	Attention:	Patrick
    R. McDonald
	 	 	Phone:	720-407-7030
	 	 	Email:	pmcdonald@carbonnaturalgas.com


 


	 	To
    Owner:	1700
    Broadway, Suite 1170
	 	 	Denver,
    CO 80290
	 	 	Attention: 	Board
    of Directors
	 	 	Phone:	___________________
	 	 	Fax:	___________________
	 	 	Email:	___________________


 


	 	With
    a copy to:	Old
    Ironsides Fund II-A Portfolio Holding Company, LLC and
	 	 	Old
    Ironsides Fund II-B Portfolio Holding Company, LLC
	 	 	10
    Saint James Avenue, 19th Floor
	 	 	Boston,
    MA 02116
	 	 	Attention:	Christopher
    L. Stoeckle
	 	 	Phone:	617-366-2038
	 	 	Email:	CStoeckle@oldironsidesenergy.com


 


Either
Party may, upon written notice to the other Party, change the address and person to whom such communications are to be directed.


 


		20.3	Cooperation.
                                         Prior to termination of this Agreement, the Parties agree to execute, acknowledge and
                                         deliver, or cause to be executed, acknowledged and delivered, such documents and instruments
                                         and do, or cause to be done, such other acts and things as may reasonably be requested
                                         by any Party to this Agreement, or are otherwise necessary or advisable, to assure that
                                         the benefits of this Agreement are realized by the Parties and that the Parties carry
                                         out their obligations under this Agreement and any document or other instrument delivered
                                         pursuant hereto.



 






    	Management Services Agreement	- 12 -	 



     


    

 


		20.4	No
                                         Third Party Beneficiaries. Except the indemnification rights under Section 19,
                                         nothing in this Agreement, express or implied, is intended to confer upon anyone, other
                                         than the Parties hereto and their respective successors and assigns, any rights or remedies
                                         under or by reason of this Agreement or to constitute any Person a third party beneficiary
                                         of this Agreement.



 


		20.5	Cumulative
                                         Remedies. Subject to the other provisions hereof, no failure on the part of any Party
                                         to this Agreement to exercise and no delay in exercising any right hereunder will operate
                                         as a waiver thereof, nor will any single or partial exercise by any Party hereto of any
                                         right hereunder preclude any other or further right of exercise thereof or the exercise
                                         of any other right.



 


		20.6	Governing
                                         Law; Jurisdiction; Waiver of Jury Trial. THE VALIDITY, CONSTRUCTION, INTERPRETATION
                                         AND EFFECT OF THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE
                                         LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS RULES WHICH WOULD OTHERWISE
                                         APPLY THE LAWS OF ANOTHER JURISDICTION. EACH PARTY AGREES THAT IT WILL BRING ANY ACTION
                                         OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER
                                         IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN ANY U.S. FEDERAL OR STATE
                                         COURT IN THE STATE OF DELAWARE AND (A) IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH
                                         COURTS, (B) WAIVES ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN
                                         SUCH COURTS, (C) WAIVES ANY OBJECTION THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR DO
                                         NOT HAVE JURISDICTION OVER IT AND (D) AGREES THAT SERVICE OF PROCESS UPON IT MAY BE EFFECTED
                                         BY MAILING A COPY THEREOF POSTAGE PREPAID, REGISTERED OR CERTIFIED WITH RETURN RECEIPT
                                         REQUESTED AT THE ADDRESS SPECIFIED IN SECTION 20.2. THE FOREGOING CONSENTS TO
                                         JURISDICTION AND SERVICE OF PROCESS WILL NOT CONSTITUTE GENERAL CONSENTS TO SERVICE OF
                                         PROCESS IN THE STATE OF DELAWARE FOR ANY PURPOSE EXCEPT AS PROVIDED HEREIN AND WILL NOT
                                         BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES. FURTHER, EACH PARTY
                                         HEREBY KNOWINGLY AND INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY
                                         IN ANY LEGAL ACTION OR PROCEEDING UNDER, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
                                         AND FOR ANY COUNTERCLAIM THEREIN.



 


		20.7	Entire
                                         Agreement. This Agreement (including the Exhibits attached hereto) and the LLC Agreement
                                         constitute the entire agreement between the Parties with respect to the subject matter
                                         hereof and there are no agreements, understandings, warranties or representations except
                                         as set forth herein.



 






    	Management Services Agreement	- 13 -	 



     


    

 


		20.8	Assignment.
                                         Neither Party may assign any of its rights or delegate any of its duties under this Agreement
                                         without the express written consent of the other Party. Any assignment of rights or delegation
                                         of duties under this Agreement in violation of this section will be void ab initio.



 


		20.9	Amendment.
                                         Neither this Agreement, nor any of the provisions hereof can be changed, waived, discharged
                                         or terminated, except by an instrument in writing hand-signed by the Party against whom
                                         enforcement of the change, waiver, discharge or termination is sought.



 


		20.10	Severability.
                                         If any clause or provision of this Agreement is illegal, invalid or unenforceable under
                                         any present or future law, the remainder of this Agreement will not be affected thereby.
                                         It is the intention of the Parties that if any such provision is held to be illegal,
                                         invalid or unenforceable, there will be added in lieu thereof a provision as similar
                                         in terms to such provisions as is possible to make such provision legal, valid and enforceable.



 


		20.11	Waiver.
                                         Waiver of performance of any obligation or term contained in this Agreement by any Party,
                                         or waiver by one Party of the other’s default hereunder, will not operate as a
                                         waiver of performance of any other obligation or term of this Agreement or a future waiver
                                         of the same obligation or a waiver of any future default.



 


		20.12	Counterparts;
                                         Facsimiles; Electronic Transmission. This Agreement may be executed in multiple counterparts,
                                         each of which will be an original instrument, but all of which will constitute one agreement.
                                         The execution and delivery of this Agreement by any Party may be evidenced by facsimile
                                         or other electronic transmission (including scanned documents delivered by email), which
                                         will be binding upon all Parties.



 


21.         Confidentiality.


 


(a)       In
connection with the performance of the Services, Manager shall maintain the confidentiality of all Confidential Information and
shall not disclose any Confidential Information to any Person other than to Management Personnel or any Person associated with
Owner, or use any Confidential Information other than in connection with the performance of the Services, provided however that
Manager may disclose Confidential Information (i) in any judicial or alternative dispute resolution proceeding to resolve
disputes between Owner and Manager arising hereunder; (ii) as consented to in writing by Owner; and (iii) to the extent
disclosure is legally required on the written advice of legal counsel under applicable laws or any agreement to which Owner is
a party or by which it is bound, provided however, that prior to making any legally required disclosures Manager shall, to the
extent Manager is not prohibited by law or legal process from doing so, provide Owner with prompt written notice of such requirement
prior to making such required disclosure so that Owner may, at its sole cost and expense, seek a protective order or other appropriate
remedy. Manager agrees to cooperate in all reasonable respects, and without charging Owner for doing so (but at Owner’s
expense for any out-of-pocket costs incurred by Manager for doing so), with any attempt by Owner to obtain such a protective order
or other appropriate remedy. Manager agrees not to oppose any action by Owner to obtain a protective order or other appropriate
remedy. Absent the entry of such a protective order or other remedy, Manager may disclose that portion of the Confidential Information
that Manager is advised by counsel is required by law to be so disclosed, without any liability hereunder, it being understood
that such required disclosure does not relieve Manager of liability, if any, caused by a previous disclosure by Manager not permitted
hereunder.


 






    	Management Services Agreement	- 14 -	 



     


    

 


(b)       Manager
shall inform all Manager Personnel, and all other Persons to whom Confidential Information is provided, of the restrictions contained
in this Section 21.


 


(c)       The
restrictions set forth in this Section 21 shall not apply to information that is, or after the Effective Date, becomes
generally available to the public, other than through breach of this Section 21 by Manager or Manager Personnel.


 


(d)       The
terms of this Section 21 shall continue to apply to Manager and Manager Personnel for so long as Manager or Manager Personnel
shall possess Confidential Information, whether in tangible, intangible or electronic from, including Confidential Information
contained on back-up servers or other data storage/archival systems.


 


22.         Software/IT
use/licensing.


 


(a)       Manager
shall have the unrestricted right to use any Company System in providing the Services, except that Manager’s right to use
any Company System that is not owned by Owner shall be restricted to the extent required by any agreements between Owner and any
third parties that prohibit the granting of such right to Manager. To the extent necessary to effect Manager’s aforesaid
right to use any Company System, Owner hereby (i) subject to any agreements between Owner and any third parties restricting
such grant, grants to Manager a royalty-free, non-transferable, non-exclusive license to use any application software program,
including all related documentation (the “Programs”), of any Company System or any other System owned
by Owner and (ii) to the extent permitted under the licenses and other agreements between Owner and any third parties relating
to the Company Systems and such Programs, assigns to Manager a non-exclusive right under any existing licensing agreements for
any Company System and all Programs related to any Company System or any other System licensed by Owner for the limited purpose
of providing the Services; provided, however, that the term of any of said grants and assignments shall not extend beyond the
term of this Agreement.


 


(b)       Each
of Owner and each designee of Owner providing Services or any other services with respect to the Assets or Business (Owner and
each such designee, a “Software Designee”) shall have the unrestricted right to use any Provider System
in connection with the ownership, operation and management of, and the provision of any services with respect to, the Assets or
the Business, except that a Software Designee’s right to use any Provider System that is not owned by the Provider Group
shall be restricted to the extent required by any agreements between the Provider Group and any third parties that prohibit the
granting of such right to such Software Designee. To the extent necessary to effect each Software Designee’s aforesaid right
to use any Provider System, Manager hereby (i) subject to any agreements between the Provider Group and any third parties
restricting such Programs, of any Provider System or any other System owned by the Provider Group and (ii) to the extent permitted
under the licenses and other agreements between the Provider Group and any third parties relating to the Provider Systems and
such Programs, assigns to each Software Designee a non-exclusive right under any existing licensing agreements for any Provider
System and all Programs related to any Provider System or any other System licensed by the Provider Group for the purposes as
set forth in the first sentence of this Section 22 (the licenses and rights granted pursuant to clauses (i) and (ii), the
“IP Rights”). Manager, upon the request of Owner, shall cause each other member of the Provider Group
to execute such instruments as necessary to grant to each Software Designee the IP Rights.


 


[Signature
Pages Follow]


 




    	Management Services Agreement	- 15 -	 



     


    

 


SIGNATURE
PAGE TO


MANAGEMENT
SERVICES AGREEMENT


 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


 


	 	CARBON
    APPALACHIAN COMPANY, LLC
	 	By:  Carbon
    Natural Gas Company, its Manager
	 	 	 
	 	By:	/s/ Patrick
    R. McDonald
	 	Name: 	Patrick
    R. McDonald
	 	Title: 	Chief
    Executive Officer


 


[Signature Page to Management Services Agreement]


 




    	Management Services Agreement	 	 



     


    

 


SIGNATURE
PAGE TO


MANAGEMENT
SERVICES AGREEMENT


 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


 


	 	CARBON
    NATURAL GAS COMPANY
	 	 	 
	 	By:	/s/ Patrick
    R. McDonald
	 	Name: 	Patrick
    R. McDonald
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Management Services Agreement]


 




    	Management Services Agreement	 	 



     


    

 


EXHIBIT
A

SCOPE OF SERVICES


 


The
“Services” shall mean general management and administrative services reasonably requested by and at
the direction of Owner and shall include the services described below pertaining to the Assets and any other service or activity
agreed by Owner and Manager:


 


1.       General.
Manager will (a) maintain the Records for engineering, design, accounting, tax, regulatory, land and such other matters as are
generally necessary for the conduct of the business of Owner, (b) assist and support Owner in general planning and budgeting activities
and (c) coordinate and manage Owner’s reporting requirements for regulatory, tax, environmental or local compliance
purposes.


 


2.       Overhead
Services. Manager will provide all general and administrative overhead services required for Owner to conduct the Business.


 


3.       Management.
Manager will provide services in respect of the management of the Business as may be requested by Owner, including (a) services
necessary to satisfy Owner’s contractual obligations and obligations under applicable Law and permits and annual budgets,
(b) making recommendations relating to the improvement of the operations and maintenance (including major maintenance) of the
Assets and (c) the management and administration of Owner’s contracts and liaising with any Person that is party to a material
contract with Owner.


 


4.       Liens.
Manager will assist Owner in keeping the Assets free and clear of all liens and encumbrances excluding liens and encumbrances
arising in the ordinary course of business.


 


5.       Funds
and Funds Management. Manager will (a) supervise all disbursements from, and to the extent of the availability of, funds provided
by Owner necessary to pay its debts and obligations and (b) open accounts in the name of Owner and deposit, withdraw and maintain
funds provided by Owner in banks, savings and loan associations or other financial institutions. Manager will not under any circumstances
commingle any funds received for Owner or held for the account of Owner with Manager’s or any other Person’s funds.


 


6.       Tax
and Accounting Services. Manager will (a) supervise and oversee financial and tax reporting (including all tax work necessary
for the “tax matters partner” under the LLC Agreement to fulfill its obligations as “tax matters partner”
and cash management services), (b) monitor Owner’s compliance with its debt and financing documents, (c) maintain Owner’s
books of accounts and assist with preparation of Owner’s periodic financial statements; and (d) perform such other
tax and accounting services as Owner may reasonably request.


 


7.       IT
Services. Manager will provide (or cause to be provided) information technology services that are necessary for Owner to perform
and otherwise complete its business activities, including services for (a) the management and maintenance of computer networks
and databases, technology systems, and phone networks and plans, (b) the development and implementation of plans and standards
relating to information technology and procurement, (c) the development and implementation of security policies and systems for
the computer databases and technology systems of Owner and (d) the procurement and acquisition of any other information technology
services requested by Owner.


 






    	Management Services Agreement		Exhibit “A”
 Page 1 of 4



     


    

 


8.          Third
Party Services. Manager will (a) engage and manage outside legal, accounting and tax services for Owner including, at Owner’s
expense, engaging professionals to provide Owner with legal, accounting, tax preparation or tax counseling or recordkeeping services
in relation to the Business, and at Owner’s expense, initiating, maintaining, investigating, participating, defending and
settling any claims, actions or proceedings to which Owner is a party or which involve the Business, (b) engage and manage, at
Owner’s expense, engineering, operations and other technical consulting services as required in connection with the Business
and (c) engage and manage, at Owner’s expense, outside environmental consulting services, including services (i) advising
and counseling Owner with respect to environmental compliance issues, including researching applicable environmental Laws and
(ii) assisting Owner in obtaining and maintaining compliance with any and all necessary environmental permits, registrations,
authorizations, licenses, approvals or consents from relevant organizations and governmental authorities.


 


9.          Regulatory.
Manager will (a) engage and manage regulatory consultants and cause the admission of Owner into regional and industry associations
if such admission would, in the judgment of Owner, be required or desirable for the operations of the Business, and (b) with the
approval of Owner, engage and manage representation in lobbying, studies, special or extraordinary sessions determined to involve
or be in the interest of Owner, including assisting Owner in its dealings with governmental, semi-governmental, administrative,
fiscal or judicial bodies, departments, commissions, authorities, agencies or other entities having jurisdiction or regulatory
power over the Business.


 


10.        Insurance.
At the request of Owner, Manager will make recommendations to Owner in respect of an insurance program for the Business of Owner.
At the direction of Owner, Manager will procure on behalf of Owner, at Owner’s expense, insurance policies conforming to
the agreed insurance program and shall take such measures as are within the control of Manager to maintain such policies in full
force and effect. Manager will be named as an additional insured in respect of all liability insurance policies maintained by
Owner, with waiver of subrogation.


 


11.        Supervision.
Manager will provide supervisory services for Owner or Owner’s contractors and operators in connection with the operation
of the Business.


 


12.        Sale
Preparation. At Owner’s request, Manager (or its designee) will take such actions to prepare (and arrange for) all or
any portion of the Assets to be sold or otherwise liquidated (including through a dissolution or winding up of Owner).


 


13.        Contract
Administration. Negotiate, administer and terminate contracts, by and on behalf of Owner, in the ordinary course of business.
All such contracts will be executed by Owner.


 


14.        Land
Services. Provide all land related, lease, division order and land administration services with respect to the Assets, including
the following:


 


		14.1	Review,
                                         analyze and respond to all new well, workover and recompletion proposals.



 


		14.2	Administer,
                                         maintain and update all land Records, contracts and databases related to the Assets.



 






    	Management Services Agreement		Exhibit “A”
 Page 2 of 4



     


    

 


		14.3	Administer,
                                         maintain and update all leases, joint operating agreements, and other contracts related
                                         to the Assets.



 


		14.4	Administer,
                                         maintain and update all accounts, reports, databases and Records associated with compulsory
                                         pooled interests related to the Assets.



 


		14.5	Verify
                                         and process all internal and external division orders and transfer orders required in
                                         the normal course of business.



 


		14.6	Interface
                                         with operators and other nonoperators who jointly own the Assets.



 


		14.7	Maintain
                                         all land, contract, division of interest, lease files, and other files relating to the
                                         land administration functions.



 


		14.8	Engage,
                                         manage and oversee all employees and contract landmen, brokers and title attorneys to
                                         evaluate, determine, and if necessary, clear title to lands associated with the wells
                                         and acreage comprising the Assets including the analysis of title opinions.



 


15.        Permits.
Manager (or its designee) will apply, pay for (subject to reimbursement by Owner as set forth herein), obtain, and maintain in
a timely manner all approvals, authorizations, licenses and permits necessary or advisable for or in connection with the ownership
of the Assets and operation of its Business.


 


16.        Authorizations.
Manager will provide the oversight to assure that the operator of the Assets acquires all permits, consents, approvals, surface
or other rights that may be required for or in connection with the conduct of lease operations.


 


17.        Technical
Evaluation. Manager will provide the oversight to assure that the operator of Assets performs the technical, geological, petroleum
engineering and related evaluations that are necessary or appropriate under the Management Standards to perform lease operations
and to evaluate proposed acquisitions of oil and gas properties by Owner.


 


18.        Marketing
and Transportation. Manager will provide the oversight to assure that the operator of the Assets arranges for the purchase,
transportation and storage of all hydrocarbons and all supplies, materials and equipment needed in order to perform lease operations.


 


19.        Safety.
Manager will provide the oversight to assure that the operator of the Assets takes customary measures consistent with the Management
Standards for the protection of life, health, the environment and property in the case of an emergency.


 


20.        Releases.
Manager will provide the oversight necessary or appropriate to assure that the operator of the Assets reports any spill and environmental
releases to the appropriate state or federal regulatory agencies as required by applicable Law.


 


21.        Information.
Manager will maintain the following data and reports as they are produced or compiled by the operator of the Assets: (a) copies
of all logs and surveys furnished by the operator(s) of the Assets; (b) regular drilling, workover or similar operations reports
furnished by the operator(s) of the Assets; (c) copies of all plugging reports; (d) copies of all geological and geophysical maps
and reports; (e) well tests, completion and similar operations reports furnished by the operator(s) of the Assets; (f) if prepared,
engineering studies, development schedules and annual progress reports on development projects; (g) field and well performance
reports, including reservoir studies and reserve estimates; (h) lease documents, contracts, agreements, title instruments and
title files; and (i) such additional information as would be maintained by a reasonably prudent operator.


 


 


	Management Services Agreement		Exhibit “A”
 Page 3 of 4