LIMITED LIABILITY COMPANY AGREEMENT of T3 THERAPEUTICS, LLCOption Agreement • June 27th, 2002 • St Lawrence Seaway Corp • Lessors of real property, nec • Delaware
EXHIBIT 10.1 EXECUTION VERSION T3 THERAPEUTICS. LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT shall govern the business and operations of T3 Therapeutics, LLC, a Delaware...Limited Liability Company Agreement • November 21st, 2005 • St Lawrence Seaway Corp • Lessors of real property, nec • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT shall govern the business and operations of T3 Therapeutics, LLC, a Delaware limited liability company (the "COMPANY") and is entered into effective as of November 16, 2005 by and among the Members and Managers signatory hereto and identified on Schedule I hereto. Capitalized terms used herein and otherwise undefined shall have the meanings given to them in Article XI.
August 31, 2007 Mr. Ronald A. Zlatniski Director St. Lawrence Seaway Corporation Cypress Grove Lane Greensboro, NC, 27455 Dear Ronald: In consideration of your continued service as a director of St. Lawrence Seaway Corporation, a Delaware corporation...St Lawrence Seaway Corp • November 14th, 2007 • Lessors of real property, nec
In consideration of your continued service as a director of St. Lawrence Seaway Corporation, a Delaware corporation (the "Company"), the Company hereby contractually agrees to provide you with the indemnification rights currently provided by the Company to its directors, as described in the Company's Certificate of Incorporation and bylaws, which are incorporated herein by reference. Notwithstanding any future amendments to the Company's Certificate of Incorporation and bylaws, the Company hereby agrees to continue to provide you with such indemnification rights so long as you serve as a director of the Company, and after such service is completed, for so long as you are exposed to any potential liability by reason of your service as a director of the Company.
Exhibit 10(v)(b) AMENDMENT TO STOCK OPTION AGREEMENT On September 21, 1987, The St. Lawrence Seaway Corporation (the "Corporation") entered into a Restated Stock Option Agreement (the "Stock Option Agreement") with Jack C. Brown ("Brown") pursuant to...Stock Option Agreement • June 27th, 2003 • St Lawrence Seaway Corp • Lessors of real property, nec
On September 21, 1987, The St. Lawrence Seaway Corporation (the "Corporation") entered into a Restated Stock Option Agreement (the "Stock Option Agreement") with Jack C. Brown ("Brown") pursuant to which Brown was granted options to purchase an aggregate of 15,000 shares of common stock, $1.00 par value, of the Corporation for $3.00 per share over a period of five (5) years. The Board of Directors and Stockholders of the Corporation approved an amendment to the Stock Option Agreement on July 6, 1992 and August 28, 1992, respectively, the effect of which was to extend the option exercise period for five (5) additional years. The Board of Directors approved further amendments to the Stock Option Agreement on September 8, 1997, the effect of which was to extend the option exercise period for five (5) additional years. The Board of Directors approved further amendments to the Stock Option Agreement on August 30, 2002, and extended the options through September 21, 2007. Specifically, Secti
EXHIBIT A ---------St Lawrence Seaway Corp • January 10th, 2007 • Lessors of real property, nec
AGREEMENTSt Lawrence Seaway Corp • February 8th, 2002 • Lessors of real property, nec
The St. Lawrence Seaway Corporation 55 South Avenue Indianapolis, IN 46204-1774 (317) 639-5292 November 13, 2006 Mr. Jack C. Brown 55 South State Avenue Indianapolis, IN 46204 Dear Jack: In consideration of your continued service as a director of St....St Lawrence Seaway Corp • November 14th, 2006 • Lessors of real property, nec
In consideration of your continued service as a director of St. Lawrence Seaway Corporation, an Indiana corporation (the "Company"), the Company hereby contractually agrees to provide you with the indemnification rights currently provided by the Company to its directors, as described in the Company's articles and bylaws, which are incorporated herein by reference. Notwithstanding any future amendments to the Company's articles and bylaws, the Company hereby agrees to continue to provide you with such indemnification rights so long as you serve as a director of the Company, and after such service is completed, for so long as you are exposed to potential liability by reason of your service as a director of the Company.
April 18, 2007 Bernard Zimmerman & Company, Inc. 18 High Meadow Road Weston, CT 06883 Attention: Bernard Zimmerman Re: Stock and Warrant Purchase Agreement (the "Agreement"), dated as of the 10th day of January, 2007, by and between The St. Lawrence...Warrant Purchase Agreement • April 19th, 2007 • St Lawrence Seaway Corp • Lessors of real property, nec
This letter will confirm that we have agreed upon an extension of the date of Closing (as defined in the Agreement), under Section 2.1 of the Agreement, to on or about August 31, 2007 or such other date as the Company and the Investor mutually agree upon.
PARTICIPATION AGREEMENT BEREA SANDSTONE PROGRAM BOYD, CARTER, GREENUP AND LAWRENCE COUNTIES, KENTUCKYParticipation Agreement • November 14th, 2014 • Carbon Natural Gas Co • Crude petroleum & natural gas • Colorado
This Participation Agreement (“Agreement”) is entered into as of September 17, 2012 (the “Effective Date”), by and among NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company (“Nytis”), CARBON NATURAL GAS COMPANY, a
Employment Agreement by and betweenEmployment Agreement • April 5th, 2013 • Carbon Natural Gas Co • Crude petroleum & natural gas • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated and effective as of March 30, 2013 (the “Effective Date”), by and between CARBON NATURAL GAS COMPANY, a Delaware corporation ( the “Company”), and PATRICK R. MCDONALD, residing in Colorado (“Executive”).
ANDStock and Warrant Purchase Agreement • January 10th, 2007 • St Lawrence Seaway Corp • Lessors of real property, nec • Indiana
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 23rd, 2016 • Carbon Natural Gas Co • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the ___ day of _______, 20__ (the “Effective Date”), between Carbon Natural Gas Company, a Delaware corporation (the “Company”), and __________ (the “Employee”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2019 • Carbon Energy Corp • Crude petroleum & natural gas
This AMENDMENT (the “Amendment”) is made effective March 4, 2019, and amends that certain EMPLOYMENT AGREEMENT dated March 30, 2013 (the “Agreement”) by and between CARBON NATURAL GAS COMPANY (n/k/a CARBON ENERGY CORPORATION (the “Company”) and MARK D. PIERCE (the “Executive”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Agreement.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 30th, 2020 • Carbon Energy Corp • Crude petroleum & natural gas • Texas
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 14, 2020 (the “Third Amendment Effective Date”), is by and among CARBON APPALACHIA ENTERPRISES, LLC, a Delaware limited liability company (“CAE”), and NYTIS EXPLORATION (USA) INC., a Delaware corporation (“Nytis USA”, and together with CAE, collectively, “Borrowers”, and each, individually, a “Borrower”), each of the Subsidiaries party hereto (collectively, the “Guarantors” and each a “Guarantor”), PROSPERITY BANK (successor by merger to LegacyTexas Bank), as the Administrative Agent (the “Administrative Agent”), and the Lenders party hereto.
January 31, 2018 Seneca Resources Corporation Houston, Texas 77002 Attn: Ben ElmoreCarbon Energy Corp • June 19th, 2018 • Crude petroleum & natural gas
Re: Purchase and Sale Agreement dated as of October 20, 2017 between SENECA RESOURCES CORPORATION, a Pennsylvania corporation (“Seller”); and CARBON CALIFORNIA COMPANY, LLC, a Delaware limited liability company (“Purchaser”), as amended by those certain amendments dated (i) December 15, 2017 and (ii) January 11, 2018 (collectively, the “Purchase and Sale Agreement”)
August 31, 2007 Mr. Duane L. Berlin Secretary and Director St. Lawrence Seaway Corporation 200 Connecticut Avenue 5th Floor Norwalk, Connecticut 06854 Dear Duane: In consideration of your continued service as an officer and director of St. Lawrence...St Lawrence Seaway Corp • November 14th, 2007 • Lessors of real property, nec
Mr. Duane L. Berlin Secretary and Director St. Lawrence Seaway Corporation 200 Connecticut Avenue 5th Floor Norwalk, Connecticut 06854
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 19th, 2018 • Carbon Energy Corp • Crude petroleum & natural gas • California
Purchase and Sale Agreement Dated as of May 25, 2017 AmongPurchase and Sale Agreement • January 12th, 2018 • Carbon Natural Gas Co • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”), dated May 25, 2017 (the “Execution Date”), is among ENERVEST ENERGY INSTITUTIONAL FUND XII-A, L.P., a Delaware limited partnership, whose mailing address is 1001 Fannin Street, Suite 800, Houston, Texas 77002, ENERVEST ENERGY INSTITUTIONAL FUND XII-WIB, L.P., a Delaware limited partnership, whose mailing address is 1001 Fannin Street, Suite 800, Houston, Texas 77002, and ENERVEST ENERGY INSTITUTIONAL FUND XII-WIC, L.P., a Delaware limited partnership, whose mailing address is 1001 Fannin Street, Suite 800, Houston, Texas 77002, and for the limited purposes as provided herein, ENERVEST OPERATING, L.L.C., a Delaware limited liability company (the “Operator”), whose mailing address is 1001 Fannin Street, Suite 800, Houston, Texas 77002 (collectively, “Seller” and each singly, a “Seller Party”); and Carbon West Virginia Company, LLC, a Delaware limited liability company, whose address is 1700 Broadway, Suite 1170, Denver, Colorado 80290
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 5th, 2013 • Carbon Natural Gas Co • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the ____ day of______________, 2012 (the “Effective Date”), between Carbon Natural Gas Company, a Delaware corporation (the “Company”), and ____________ (the “Employee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARBON APPALACHIAN COMPANY, LLC (A Delaware limited liability company) Dated as of August 15, 2017Limited Liability Company Agreement • November 14th, 2017 • Carbon Natural Gas Co • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Carbon Appalachian Company, LLC (the “Company”), dated as of August 15, 2017 (the “Effective Date”), is entered into by and among Carbon Natural Gas Company, a Delaware corporation (“Carbon”), Yorktown Energy Partners XI, L.P., a Delaware limited partnership (“Yorktown”), Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company (“OIE Fund II-A”) and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (“OIE Fund II-B” and, together with OIE Fund II-A, “Old Ironsides”). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in Article XI.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 23rd, 2016 • Carbon Natural Gas Co • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the ___ day of _____, 20__ (the “Effective Date”), between Carbon Natural Gas Company, a Delaware corporation (the “Company”), and ___________ (the “Director”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2011 • Carbon Natural Gas Co • Blank checks • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 29th day of June, 2011 by and among Carbon Natural Gas Company, a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Purchase Agreement by and among the Company and the Purchasers (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
ContractCarbon Natural Gas Co • April 4th, 2017 • Crude petroleum & natural gas • Delaware
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 5th, 2013 • Carbon Natural Gas Co • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the __ day of __________, 20__, between Carbon Natural Gas Company, a Delaware corporation (the “Company”), and ________________ (the “Director”).
ADDENDUM TO PARTICIPATION AGREEMENTParticipation Agreement • November 14th, 2014 • Carbon Natural Gas Co • Crude petroleum & natural gas
THIS ADDENDUM made this 26th day of February, 2014, by and between NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company (“Nytis”) and LIBERTY ENERGY, LLC, a Massachusetts limited liability company (“Liberty”).
CARBON NATURAL GAS COMPANYAward Agreement • March 22nd, 2012 • Carbon Natural Gas Co • Crude petroleum & natural gas • Delaware
CONSULTING AGREEMENTConsulting Agreement • August 14th, 2020 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado
This Consulting Agreement (“Agreement”) is dated this 26th day of May 2020 (the “Effective Date”), by and between Carbon Energy Corporation, a Delaware corporation (“Carbon”), and Kevin D. Struzeski (“Contractor”). (Carbon and Contractor may sometimes be referred to in this Agreement individually as a “Party” or together as the “Parties.”) Contractor is a Agent and Representative as defined under the Transition Services Agreement with Diversified Gas and Oil.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 14th, 2017 • Carbon Natural Gas Co • Crude petroleum & natural gas • Delaware
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”.
Fifty Thousand Shares of Series B Convertible Preferred Stock PURCHASE AGREEMENTPurchase Agreement • April 9th, 2018 • Carbon Natural Gas Co • Crude petroleum & natural gas • New York
This Agreement will confirm the arrangement between Carbon Natural Gas Company, a Delaware corporation (the “Company”), with its principal offices at 1700 Broadway, Suite 1170, Denver, Colorado 80290, and the purchaser whose name and address are set forth on the signature pages hereof (the “Purchaser”), relating to the issuance and sale by the Company to the Purchaser of fifty thousand (50,000) shares of its Series B Convertible Preferred Stock, par value $0.01 per share (the “Preferred Securities”) on the terms, conditions and other provisions contained in this Agreement and in the Certificate of Designation (as such term is defined below). In accordance with the terms of the Certificate of Designation of Relative Rights and Preferences of the Series B Convertible Preferred Stock filed with the Delaware Secretary of State (the “Certificate of Designation”) on April 5, 2018, the Preferred Securities are convertible into shares of the Company’s common stock, par value $0.01 per share (t
October 15, 2018Carbon Energy Corp • October 19th, 2018 • Crude petroleum & natural gas
Re: Membership Interest Purchase Agreement dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company, and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together, the “Sellers”); and Carbon Natural Gas Company (n/k/a Carbon Energy Corporation), a Delaware corporation (the “Purchaser”), as amended by that certain letter agreement dated July 20, 2018, by and among the Sellers and the Purchaser (collectively, “Purchase Agreement”)
FOURTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 2013 • Carbon Natural Gas Co • Crude petroleum & natural gas • Colorado
THIS FOURTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION (this “Amendment”), dated as of June 28, 2013, is by and between NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company (“Borrower”), and BOKF, NA, a national banking association, dba BANK OF OKLAHOMA (“BOK”).
December 31, 2018Carbon Energy Corp • January 7th, 2019 • Crude petroleum & natural gas
Re: Membership Interest Purchase Agreement dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company, and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together, the “Sellers”); and Carbon Natural Gas Company (n/k/a Carbon Energy Corporation), a Delaware corporation (the “Purchaser”), as amended by (i) that certain letter agreement dated July 20, 2018, (ii) that certain letter agreement dated October 15, 2018, (iii) that certain letter agreement dated November 6, 2018, and (iv) that certain letter agreement dated November 30, 2018, by and among the Sellers and the Purchaser (collectively, “Purchase Agreement”)
January 11, 2018 Seneca Resources Corporation Houston, Texas 77002 Attn: Ben ElmoreCarbon Energy Corp • June 19th, 2018 • Crude petroleum & natural gas
Re: Purchase and Sale Agreement dated as of October 20, 2017 between SENECA RESOURCES CORPORATION, a Pennsylvania corporation (“Seller”); and CARBON CALIFORNIA COMPANY, LLC, a Delaware limited liability company (“Purchaser”), as amended by that certain amendment dated December 15, 2017 (collectively, the “Purchase and Sale Agreement”)
December 15, 2017 Seneca Resources CorporationCarbon Natural Gas Co • May 15th, 2018 • Crude petroleum & natural gas
July 20, 2018Membership Interest Purchase Agreement • August 14th, 2018 • Carbon Energy Corp • Crude petroleum & natural gas
Re: Membership Interest Purchase Agreement (“Purchase Agreement”) dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company, and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together, the “Sellers”); and Carbon Natural Gas Company (n/k/a Carbon Energy Corporation), a Delaware corporation (the “Purchaser”)
