Execution Copy

 

 

 


 


 


CORNING NATURAL GAS HOLDING CORPORATION


AND


ACP CROTONA CORP.


PURCHASE AGREEMENT


Dated as of December 8, 2021


 


 


 


 


 




     


     


    


 


TABLE OF CONTENTS


	 	 	 	Page
	Section 1.	Sale and Purchase	3
	Section 2.	Closing	3
	 	2.1	Purchase of Shares; Payment of Purchase Price	3
	 	2.2	Expenses	4
	Section 3.	Representations and Warranties of the Company	4
	 	3.2	No Material Default	5
	 	3.3	Shares	5
	 	3.4	Obligations Binding	6
	 	3.5	Capitalization	6
	 	3.6	No Registration Under the Securities Act	6
	 	3.7	Financial Statements	6
	 	3.8	[Intentionally omitted.]	7
	 	3.9	Exchange Act Compliance	7
	 	3.10	No Material Adverse Changes	7
	 	3.11	Litigation	8
	 	3.12	Title to Properties; Leasehold Interests	8
	 	3.13	Environmental Compliance	9
	 	3.14	Taxes	9
	 	3.15	Insurance	10
	 	3.16	Employees, ERISA	10
	 	3.17	Governmental Consents	10
	 	3.18	Legal Compliance	11
	Section 4.	Representations and Warranties of the Purchaser	11
	 	4.1	Agreement	11
	 	4.2	Governmental and Other Consents	11
	 	4.3	Investment Representation, Transfer Restrictions	11
	 	4.4	No Violation or Conflict	12
	 	4.5	Sophisticated Purchaser/Accredited Investor	12
	 	4.6	Disclosure; Access to Information	12
	Section 5.	Covenants of the Company	13
	 	5.1	No Sale of Security	13



 


 



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TABLE OF CONTENTS

(continued)


 


	 	 	 	Page
	 	5.2	No General Solicitation	13
	 	5.3	Filing of Exchange Act Reports	13
	Section 6.	Survival of Representations and Warranties	13
	Section 7.	Notices	13
	Section 8.	Entire Agreement	14
	Section 9.	Successors and Assigns	14
	Section 10.	Headings	15
	Section 11.	Governing Law	15
	Section 12.	Counterparts	15
	Section 13.	No Delay, Waiver	15
	Section 14.	Severability	15


 


	Exhibits	 
	Exhibit A	Form of Certificate of Amendment Schedule of the Certificate of Incorporation of Corning Natural Gas Holding Corporation
	Schedules 	 
	Schedule 3.1(b)	Schedule of Owned Entities including Subsidiaries
	Schedule 3.7	Material liabilities incurred or accrued since Form 10-K for fiscal year ended September 30, 2019, Forms 10-Q for 2020 Year to Date, and Forms 8-K
	Schedule 3.11	Litigation, Applications and Proceedings









 




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PURCHASE AGREEMENT


PURCHASE AGREEMENT, dated
as of December 8, 2021, between Corning Natural Gas Holding Corporation, a New York corporation (the “Company”), and ACP Crotona
Corp., a Delaware Corporation (the “Purchaser”).


W I T N E S S E T H :


WHEREAS, the Company desires
to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, certain shares of the Company’s 1.5%
Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series D Preferred Stock”), at a price per share
of $1,000, in accordance with and subject to the terms and conditions set forth herein. The shares of Series D Preferred Stock to be purchased
under this Agreement are sometimes collectively referred to as the “Shares.”


NOW, THEREFORE, in consideration
of the representations, warranties and agreements herein contained, the parties hereto agree as follows:


Section 1.       Sale
and Purchase.


In reliance upon the representations
and warranties contained herein and the information provided and/or incorporated by reference herein, and subject to the terms and conditions
hereof, on the Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase, the Shares.


Section 2.       Closing.


The closing of the sale
and purchase of the Shares (the “Closing”) is taking place via the electronic exchange of documents on December 8, 2021 and
upon receipt of the Purchase Price (as defined below) and this Agreement.


2.1       Purchase
of Shares; Payment of Purchase Price.


At the Closing, the Purchaser
is purchasing, and the Company is selling to the Purchaser, 5,000 shares of Series D Preferred Stock at a per share cash price of $1,000
for an aggregate cash purchase price of $5,000,000 (the “Purchase Price”). At the Closing, the Purchaser is delivering cash
in an amount equal to the Purchase Price by wire transfer in immediately available funds in full payment for the Shares to the account
designated by the Company and the Company is delivering to the Purchaser certificates representing the Shares.


At the Closing:


(a)       the
Company shall issue certificated Shares to Purchaser;


(b)       the
Purchaser shall deliver the Purchase Price to the order of the Company; and



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(c)       the
Purchaser shall deliver a Form W-9 or comparable substitute or appropriate alternative form to the Company, or the Purchaser has previously
delivered such for and no changes have occurred since such delivery.


2.2       Expenses.


At Closing, the Company
will reimburse the Purchaser for its expenses related to the sale and purchase of the Shares, including the fees and expenses of its legal
counsel.


Section 3.       Representations
and Warranties of the Company.


The Company represents
and warrants to the Purchaser as follows:


(a)       The
Company is a corporation duly organized and validly existing under the laws of the State of New York and has all requisite power and authority
to enter into and perform its obligations under this Agreement and to own, lease and operate its properties and conduct its business as
now being conducted, and is duly qualified to transact business and is in good standing (to the extent such concept is applicable) under
the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification,
except where the failure to do so would not have a Material Adverse Effect (as defined below).


(b)       The
Company does not own any interest in any other entity other than the entities listed on Schedule 3.1(b). Schedule 3.1(b) lists the ownership
of the outstanding equity interests in such entities, their jurisdiction of organization and indicates whether or not such entities are
consolidated with the Company for financial reporting purposes. Each of the consolidated entities is referred to as a “Subsidiary”
and collectively as the “Subsidiaries”. Each of the Subsidiaries has been duly organized and is validly existing and in good
standing (to the extent such concept is applicable) under the laws of their respective jurisdictions of incorporation or formation and
have full power and authority to own, lease and operate their properties and to conduct their businesses as now being conducted, and each
Subsidiary is duly qualified to transact business and is in good standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such qualification, except where the failure to be in good standing or to
so qualify would not have a Material Adverse Effect.


(c)       As
used in this Agreement, “Material Adverse Effect” means any event, circumstance or condition that has had or is reasonably
expected to have a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise)
of the Company and the Subsidiaries taken as a whole or that would materially impair the Company’s ability to perform its obligations
under this Agreement.


(d)       The
execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated herein and therein (including
the sale and delivery of the Shares) will not conflict with or result in a breach by the Company of, or constitute a default by the Company
under or result in the creation of any lien, security interest or encumbrance upon the stock or assets of the Company or any of the Subsidiaries
under: (i) the Company’s Certificate of Incorporation, filed with the New York Secretary of State on July 19, 2013 (“Certificate
of Incorporation”), as amended by the Certificates of Amendment to the Certificate of Incorporation, filed with the New York Secretary
of State on January 28, 2016, February 9, 2016, March 30, 



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2016, June 27, 2017, April 30, 2018, March 18, 2020, June 29, 2020 and December
3, 2021, (the Certificate of Incorporation as so amended, the “Amended Certificate of Incorporation”), or the Amended and
Restated By-laws of the Company (the “By-Laws”), (ii) any contract, agreement or instrument to which the Company is a party
or by which its properties are subject, or (iii) any existing applicable law, rule, published regulation, judgment, order or decree of
any government, governmental instrumentality or court having jurisdiction over the Company, except in the cases of the foregoing clause
(ii) and clause (iii) for such breaches, defaults, liens, security interests or encumbrances upon the stock or assets of the Company,
or imposition of additional burdens which, in the aggregate, would not have a Material Adverse Effect.


(e)       The
Company has filed a Certificate of Amendment of the Certificate of Incorporation of Corning Natural Gas Holding Corporation substantially
in the form attached hereto as Exhibit A (the “Certificate”) with the Department of State of the State of New
York, and the Certificate has been accepted for filing and is effective.


3.2       No
Material Default.


None of the Company or
the Subsidiaries: (a) is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in
any agreement, contract, commitment, instrument, plan, undertaking or regulatory requirement (including, without limitation, any and all
leases, mortgages, and other contractual arrangements with respect to real property) material to the business of the Company and the Subsidiaries
taken as a whole (collectively, the “Contracts”), and (b) no event has occurred which, with or without the giving of notice
or lapse of time or both, would constitute or result in a default thereunder except, in the case of each of (a) and (b), for such defaults
as would not, individually or in the aggregate, have a Material Adverse Effect. Each of the Contracts is valid and enforceable in accordance
with its terms except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and except for those failures of Contracts
(or provisions thereof) to be valid or enforceable which would not, in the aggregate, have a Material Adverse Effect.


3.3       Shares.


The Company has all requisite
corporate right, power and authority to issue, sell, and deliver the Shares as contemplated by this Agreement; and upon such issuance,
sale and delivery, and payment of the Purchase Price therefor as contemplated by this Agreement, the Purchaser will receive good and valid
title to the Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind and such
Shares will be fully paid and non-assessable, except as may be otherwise provided by Section 630 of the New York Business Corporation
Law.


3.4       Obligations
Binding.


This Agreement to has been
duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against
it in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, 



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moratorium, and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) equitable principles of general applicability
relating to the availability of specific performance, injunctive relief or other equitable remedies.


3.5       Capitalization.


(a)       The
authorized capital stock of the Company as of the date of this Agreement consists of: 4,500,000 shares of Common Stock, par value $0.01
per share, of which 3,083,577 shares were issued and outstanding; 261,500 shares of Series A Preferred Stock, par value $0.01 per share,
of which 260,600 shares were issued and outstanding; 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and
outstanding; 180,000 shares of Series C Preferred Stock, of which 180,000 shares were issued and outstanding; 5,000 shares of Series D
Preferred Stock and 59,000 shares of preferred stock not designated to a class. A total of 750,000 preferred shares are authorized. All
of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid
and nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.


(b)       Except
for the Series B Preferred Stock which is convertible into common stock at a 1 for 1.2 basis (as adjusted from time to time) and options
to acquire 20,000 shares of Common Stock, par value $0.01 per share, there are no outstanding options, warrants, rights or other securities
exercisable for, exchangeable for or convertible into equity securities of the Company.


3.6       No
Registration Under the Securities Act.


Assuming (a) the accuracy
of the Purchaser’s representations and warranties set forth in Section 4, and (b) the due performance by the Purchaser of its covenants
and agreements contained herein (including, without limitation, compliance with the restrictions set forth in the legends on the certificate(s)
evidencing the Shares), it is not necessary in connection with the offer, sale and delivery of the Shares in the manner contemplated by
this Agreement to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”).


3.7       Financial
Statements.


The financial statements
and supporting schedules included in the Company’s periodic filings filed pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), on Form 10-K for the years ended September 30, 2020 and 2019, and Form 10-Q for the quarterly periods
ended June 30, 2021 and 2020, are complete and correct in all material respects and present fairly in all material respects the consolidated
financial position of the Company and the Subsidiaries as of the dates specified (subject to normal year-end audit adjustments in the
case of unaudited interim financial statements) and the consolidated results of their operations for the periods specified (subject to
normal year-end audit adjustments in the case of unaudited interim financial statements); such financial statements, including the related
schedules and notes thereto, were prepared in conformity with generally accepted accounting principles as applied in the United States
(“GAAP”) on a consistent basis during the periods involved, except as indicated therein or in the notes thereto. None of the
Company nor any of the Subsidiaries has any material liability 



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(whether accrued, absolute, contingent, unliquidated or otherwise, whether
due or to become due) known to the Company, other than:


(i)       
liabilities disclosed in any publicly available report filed by the Company under the Exchange Act since January 1, 2020, including Form
10-K, Forms 10-Q and Forms 8-K filed prior to the date of this Agreement (collectively, the “Exchange Act Reports”),


(ii)       liabilities
which have arisen after the date of the last Exchange Act Report in the ordinary course of business,


(iii)       liabilities
set forth on Schedule 3.7, and


(iv)       liabilities
which would not have, in aggregate, a Material Adverse Effect.


3.8       [Intentionally
Omitted.]


3.9       Exchange
Act Compliance.


The Company has timely
filed all Exchange Act Reports required to be filed with the Securities and Exchange Commission pursuant to the Exchange Act. All such
Exchange Act Reports, when so filed, complied in form and substance in all material respects with the Exchange Act and did not contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.


3.10       No
Material Adverse Changes.


Since September 30, 2020
except as stated in any Exchange Act Report filed since such date or as disclosed herein pursuant to Section 3.7: (a) there has been no
event, circumstance or condition relating to or affecting the business, assets, liabilities, results of operations or condition (financial
or otherwise) of the Company and the Subsidiaries taken as a whole, or the ability of the Company to continue to conduct business in the
usual and ordinary course of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business,
which would have a Material Adverse Effect; and (b) except for the transactions contemplated by this Agreement, as set forth on Schedule
3.7, or as set forth in the Exchange Act Reports, there has been no material transaction entered into by the Company or any of the Subsidiaries
other than (i) transactions in the ordinary course of business or (ii) transactions which would not have a Material Adverse Effect; and
(c) there have not been any changes in the capital stock of the Company. On the date hereof, no dividend or other distribution with respect
to the Company’s Common Stock has been declared but not yet paid or distributed which has a record date prior to the date hereof,
except as disclosed on Schedule 3.7.


3.11       Litigation.


Other than as disclosed
in any Exchange Act Report, proceedings by Corning Natural Gas with the New York Public Service Commission and its staff, proceedings
by Pike County with the 



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Pennsylvania Public Utility Commission, proceedings with the Federal Energy Regulatory Commission, applications
and proceedings with various municipal bodies with respect to permits, franchises, rights-of-way and similar actions in the ordinary course
of business, of which the material applications and proceedings are listed on Schedule 3.11 hereof, there is no action, suit, investigation
or proceeding (whether or not purportedly on behalf of the Company or any of the Subsidiaries) before or by any court or governmental
agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any
of the Subsidiaries, which in the aggregate, could reasonably be expected to have a Material Adverse Effect or materially impair the Company’s
ability to perform its obligations under this Agreement.


3.12       Title
to Properties; Leasehold Interests.


(a)       Except
as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would
not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets
are located as provides reasonable assurance of the Company’s ability to use such assets in its business in the ordinary course,
and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s
or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject
only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property
that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company
nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s
knowledge no claim has been asserted by anyone adverse to any such entity’s rights as lessee under any of such leases, or affecting
or questioning any such entity’s right to the continued possession or use of the properties under any such leases or asserting a
default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company
and the Subsidiaries which are required to be disclosed in the Company’s Exchange Act Reports are disclosed therein.


(b)       As
used in this Agreement, “Permitted Exceptions” means: (i) real estate taxes and assessments not yet delinquent or being contested
in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building
codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s or any Subsidiary’s
property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv)
any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s
real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of
such property; and (v) liens securing financing by the Company.


3.13       Environmental
Compliance.


(a)       Except
as disclosed in any Exchange Act Report, to the knowledge of the Company, the Company and each of the Subsidiaries has complied and is
in compliance 



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with all Environmental Statutes (as hereinafter defined), except for such noncompliance as would not have a Material Adverse
Effect.


(b)       The
Company has no knowledge of any occurrence or circumstance that, with notice or passage of time or both, would give rise to a claim under
or pursuant to any federal, state or local Environmental Statute pertaining to Hazardous Materials on or originating from any real property
owned or occupied by the Company or any of the Subsidiaries, including without limitation pursuant to any Environmental Statute, which
claim would have a Material Adverse Effect.


(c)       As
used herein, “Hazardous Materials” means (i) petroleum and petroleum products, byproducts or breakdown products, radioactive
materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (ii) any other chemicals, materials or substances
designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant or any other hazardous material as defined
by any federal, state or local environmental law, ordinance, rule or regulation, relating to pollution or protection of the environment,
health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage,
disposal, release or discharge of Hazardous Materials (individually, an “Environmental Statute”) or by any federal, state
or local governmental authority having or claiming jurisdiction over the properties and assets described in the Company’s periodic
reports filed pursuant to the Exchange Act (a “Governmental Authority”).


3.14       Taxes.


The Company has timely
filed or filed for extensions of the filing period and filed within such extended period all federal, state, local, foreign and other
tax returns, reports, information returns and statements (except for returns, reports, information returns and statements the failure
timely to file which will not result in any Material Adverse Effect) required to be filed by it. The Company has paid or caused to be
paid all material taxes (including interest and penalties) that are due and payable by the Company and the Subsidiaries, except those
taxes which are being contested by the Company and the Subsidiaries in good faith by appropriate proceedings and in respect of which adequate
reserves are being maintained on the Company’s books in accordance with GAAP. The Company and the Subsidiaries do not have any material
liabilities for taxes other than those incurred in the ordinary course of business and in respect of which adequate reserves are being
maintained by the Company in accordance with GAAP consistently applied. No deficiency or assessment with respect to, or proposed adjustment
of, the Company’s federal, state, local, foreign or other tax returns is pending or, to the best of the Company’s knowledge,
threatened. There is no tax lien, whether imposed by any federal, state, local or other tax authority, outstanding against the assets,
properties or business of the Company or any Subsidiary. There are no applicable taxes, fees or other governmental charges payable by
the Company or any of the Subsidiaries in connection with the execution and delivery of this Agreement or the issuance to the Purchaser
by the Company of the Shares.



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3.15       Insurance.


The Company and the Subsidiaries
each carry or are entitled to the benefits of insurance in such amounts and covering such risks as is reasonably sufficient under the
circumstances or is customary in the industry and all such insurance is in full force and effect.


3.16       Employees,
ERISA.


The Company and its Subsidiaries
have good relationships with its employees and, since September 30, 2017, have not had any labor issues which have has a Material Adverse
Effect on their business or operations. There is no strike or work stoppage existing or, to the knowledge of the Company threatened against
the Company or the Subsidiaries. Other than as disclosed in any Exchange Act Report, the Company and the Subsidiaries have not established,
sponsored, maintained, made any contributions to or been obligated by law to establish, maintain, sponsor or make any contributions to
any “employee pension benefit plan” or any material “employee welfare benefit plan” (as such terms are defined
in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), including, without limitation, any “multi-employer
plan,” except where the liabilities associated with such plan or plans would not have a Material Adverse Effect. The Company and
the Subsidiaries are in compliance with all applicable laws relating to the employment of labor, including bargaining and the payment
of social security and other taxes, and with ERISA, except where the failure to so comply would not have a Material Adverse Effect.


3.17       Governmental
Consents.


Other than such consents
as have been obtained and filings under applicable federal and state securities laws, no consent, approval or authorization of, or declaration
or filing with, any governmental authority on the part of the Company is required for the valid execution, delivery or performance of
this Agreement or the valid offer, issuance, sale and delivery of the Shares.


3.18       Legal
Compliance.


Except as disclosed in
any Exchange Act Report, the Company and the Subsidiaries are in compliance with all applicable laws, rules, regulations, orders, licenses,
judgments, writs, injunctions or decrees, except to the extent that failure to comply would not have a Material Adverse Effect. The Company
and the Subsidiaries have all necessary permits, licenses and other authorizations required to conduct their businesses as currently conducted,
and as proposed to be conducted, except where a failure to have such permits, licenses or other authorizations would not have a Material
Adverse Effect. Except as disclosed in the Exchange Act Reports, none of the Company nor any Subsidiary has violated any domestic or foreign
law or any regulation or requirement, which violation has or would be reasonably likely to have a Material Adverse Effect, and none of
the Company nor any Subsidiary has received notice of any such violation. There are no adverse orders, judgments, writs, injunctions,
decrees or demands of any court or administrative body, domestic or foreign, or of any other governmental agency or instrumentality, domestic
or foreign, outstanding against the Company or the Subsidiaries which would have a Material Adverse Effect.



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Section 4.       Representations
and Warranties of the Purchaser.


The Purchaser represents
and warrants to the Company as follows:


4.1       Agreement.


This Agreement has been
duly authorized by all necessary action on the part of the Purchaser, and this Agreement has been duly executed and delivered by the Purchaser
and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms,
except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless
of whether enforceability is considered in a proceeding at law or in equity).


4.2       Governmental
and Other Consents.


No consent, approval or
authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or any other person
is required to be obtained by the Purchaser in connection with the execution, delivery or performance of this Agreement by the Purchaser
or of any of the transactions contemplated hereby or thereby.


4.3       Investment
Representation, Transfer Restrictions.


The Purchaser is acquiring
the Shares for its own account and not with a view to, or for sale in connection with, any distribution thereof. The Purchaser was not
solicited by means of any general solicitation or advertising nor at any seminar or meeting whose attendees has been invited by any general
solicitation of advertising. The Purchaser understand that the Shares are being offered in a transaction not involving any public offering
within the meaning of the Securities Act, that the Shares have not been and will not be registered under the Securities Act or any applicable
blue sky or state securities laws and that if it decides to resell, pledge or otherwise transfer the Shares, the Shares may be offered,
resold, pledged or otherwise transferred only in accordance with any applicable securities laws of any applicable jurisdiction and the
restrictions set forth in the legends on the certificates evidencing the Shares. As used herein, “Affiliates” means any entity
controlling or under direct or common control with the Purchaser.


4.4       No
Violation or Conflict.


The execution and delivery
of this Agreement by the Purchaser and the consummation of the transactions contemplated herein and therein (including the purchase and
acceptance of the Shares) will not conflict with or result in a breach by the Purchaser of, or constitute a default by the Purchaser under:
(i) organizational documents, (ii) any contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser is
bound, or (iii) any existing applicable law, rule, published regulation, judgment, order or decree of any government, governmental instrumentality
or court having jurisdiction over the Purchaser, except for such breach or default as would not adversely affect the ability of the Purchaser
to perform its obligations under this Agreement.



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4.5       Sophisticated
Purchaser/Accredited Investor.


The Purchaser has such
knowledge of business and financial affairs to enable the Purchaser to evaluate the merits and risks of the investment, and the suitability
of an investment in the Shares for the Purchaser. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation
D under the Securities Act.


4.6       Disclosure;
Access to Information.


The Purchaser has had access
to the Exchange Act Reports and the Exhibits thereto and has reviewed the Disclosure Letter. The Purchaser has had the opportunity to
ask questions of, and receive answer from, officers of the Company concerning the terms and conditions of the offering of the Shares and
to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
in Purchaser’s sole judgment for the Purchaser to verify the accuracy of the information provided by the Company in the Exchange
Act Reports, in this Agreement, in the Disclosure Letter and otherwise. The Purchaser has conducted such diligence about the Shares, the
Company and its Subsidiaries as the Purchaser believes in connection with its investment.


Section 5.       Covenants
of the Company.


5.1       No
Sale of Security.


Neither the Company nor
any affiliate of the Company will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as
defined in the Securities Act) which would be integrated with the sale of the Shares in a manner which would require registration under
the Securities Act of the offer or sale of the Shares to the Purchaser.


5.2       No
General Solicitation.


Neither the Company nor
any affiliate of the Company will solicit any offer to buy or offer to sell the Shares by means of any form of general solicitation or
general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner which would require registration
of the offer or sale of the Shares to the Purchaser under the Securities Act.


5.3       Filing
of Exchange Act Reports.


After the date of this
Agreement, the Company will use commercially reasonable efforts to timely file all documents required to be filed with the Commission
pursuant to Section 13 or 15 of the Exchange Act except where the failure to so timely file would not have a Material Adverse Effect or
cause the requirements of Rule 144(c) under the Securities Act not to be met.


Section 6.       Survival
of Representations and Warranties.


The representations and
warranties of the parties hereto contained in this Agreement or otherwise made in writing in connection with the transactions contemplated
herein shall survive the making of this Agreement and sale of the Shares, through and until the earlier of the twelve 



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month anniversary
of the date of this Agreement or the expiration of the applicable statute of limitations with respect thereto.


Section 7.       Notices.


All notices, requests,
consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given upon
the earlier of actual receipt or (a) when delivered by hand (providing proof of delivery); (b) when received by the addressee if sent
by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during normal business hours
of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent
to the respective parties at the following addresses (or to such other Persons or at such other address for a party as shall be specified
in a written notice given in accordance with this Section 7):


If
to Purchaser:


 


ACP
Crotona Corp.


c/o
Argo Infrastructure Partners LP


650
Fifth Avenue


New
York, NY 10019


Attention:
Richard Klapow


Email:
AssetNotices@argoip.com


 


with
a copy (which will not constitute notice to Parent or Merger Sub) to:


 


Mayer
Brown LLP


1221
Avenue of the Americas


New York,
New York 10020


Attention:
Frederick J. Lark, Esq.


Elena
V. Rubinov, Esq.


Email:
flark@mayerbrown.com


            erubinov@mayerbrown.com


 


If
to the Company, to:


 


Corning
Natural Gas Holding Corporation


330
West William Street


Corning
NY 14830


Attention:
Mike German


Email:
mgerman@CORNINGGAS.COM


with
a copy (which will not constitute notice to the Company) to:


 


Kohrman
Jackson & Krantz LLP


1375
East 9th Street, 29th Floor


Cleveland,
OH 44114


Attention:
Christopher Hubbert


Email:
cjh@kjk.com


 



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Section 8.       Entire
Agreement.


This Agreement constitutes
the entire understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings
of the parties, whether oral or written. This Agreement may be modified or terminated only by an instrument in writing signed by the parties
hereto. Representations made by the Company in this Agreement are modified by any disclosures with respect thereto made in the schedules
to this Agreement and are solely for the benefit of the Purchaser and may not be relied upon by any other person. Where a specific representation
applies to any matter of fact or law, such representation shall be the exclusive representation with respect to the subject matter thereof
and no other or general representation shall be deemed to apply to such matter of fact or law.


Section 9.       Successors
and Assigns.


This Agreement shall not
be assigned by any party without the prior written consent of the other party, provided, however, that Purchaser may assign all or any
portion of this Agreement to any Affiliate. Any attempted assignment in contravention with the foregoing shall be void. This Agreement
shall be binding on and shall inure to the benefit of the successors and assigns of the parties hereto and any permitted assignee and/or
successor of the Purchaser shall succeed to (and have the right to enforce) all of the Purchaser’s rights hereunder. Nothing in
this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.


Section 10.       Headings.


The headings of the sections
of this Agreement are solely for convenience of reference and shall not affect the meaning of any of the provisions hereof.


Section 11.       Governing
Law.


This Agreement, and all
legal actions (whether based on contract, tort, or statute) arising out of, relating to, or in connection with this Agreement or the actions
of any of the parties hereto in the negotiation, administration, performance, or enforcement hereof, shall be governed by and construed
in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those
of the State of New York. Each of the parties hereto irrevocably agrees that any legal action with respect to this Agreement and the rights
and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and
obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively
in the State of New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such legal
action in the manner provided in Section 7 or in such other manner as may be permitted by applicable laws, will be valid and sufficient
service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such legal action for itself and in respect
of its property, generally and unconditionally, to the personal 



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jurisdiction of the aforesaid courts and agrees that it will not bring
any legal action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than
the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense,
counterclaim, or otherwise, in any legal action with respect to this Agreement and the rights and obligations arising hereunder, or for
recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder: (a) any claim
that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process
in accordance with this Section 11; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from
any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted by the applicable law, any claim that (i) the
suit, action, or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action, or proceeding is improper,
or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


Section 12.       Counterparts.


This Agreement may be executed
in one or more separate counterparts, each of which shall be deemed an original but all of which together shall constitute one and the
same instrument.


Section 13.       No Delay,
Waiver.


No delay on the part of
any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any waiver on the part of
any party of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power
or privilege.


Section 14.       Severability.


The provisions of this
Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability
of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid
or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and
enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application
of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability.


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties hereto have
signed this Agreement on the dates set forth below, to be effective as of the date first above-written.


 


 


	 	CORNING NATURAL GAS HOLDING CORPORATION
	 	 
	 	By:	/s/ Michael I. German
	 	 	Name: Michael I. German
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	Date: December 8, 2021
	 	 	 
	 	 	 
	 	ACP CROTONA CORP.
	 	 
	 	By:	/s/ Richard Klapow
	 	 	Name: Richard Klapow
	 	 	Title: Authorized Signatory
	 	 	 
	 	Date:  December 8, 2021


 



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