SECOND AMENDMENT TO ACQUISITION AND CONSULTING AGREEMENT BETWEEN MAB RESOURCES LLC AND PETROHUNTER ENERGY CORPORATION DATED NOVEMBER 15, 2007
EXHIBIT
10.1
SECOND
AMENDMENT TO ACQUISITION AND CONSULTING AGREEMENT
BETWEEN
MAB RESOURCES LLC AND PETROHUNTER ENERGY CORPORATION
DATED
NOVEMBER 15, 2007
SECOND
AMENDMENT TO
THIS
SECOND AMENDMENT (“Second Amendment”) is made this 15th day of November, 2007,
by and between MAB Resources LLC (“MAB”) and PetroHunter Energy Corporation
(“PetroHunter”), and is an amendment to that certain Acquisition and Consulting
Agreement between MAB and PetroHunter, dated effective January 1, 2007, as
amended by the First Amendment, dated October 29, 2007 (collectively, the
“Original Agreement”).
The
Parties agree as follows:
1. Section
3.5 and all other applicable provisions of the Original Agreement shall be
amended to provide that, effective November 1, 2007, the remaining principal
balance of the Promissory Note (the “Note”) shall be reduced in accordance with
the following:
(a)
The
Note shall be reduced by $8 million, in consideration of PetroHunter issuing
to
MAB (i) an additional sixteen million shares of PetroHunter common stock (the
“Exchange Shares”), and (ii) thirty-two million warrants, on the terms set forth
in the form of Warrant attached hereto. PetroHunter shall deliver a certificate
to MAB representing the Exchange Shares by November 30, 2007;
(b)
The
Note shall be reduced by $2,493,777, in consideration of PetroHunter releasing
MAB from the obligation to pay the equivalent amount ($2,493,777), which the
parties agree is the amount owed by MAB (as of November 1, 2007) in its capacity
as Guarantor of the performance of Galaxy Energy Corporation under that certain
Subordinated Unsecured Promissory Note, dated August 31, 2007;
(c) The
Note shall be reduced by $500,000 in consideration of payment by PetroHunter
to
MAB or to MAB’s designated assigns, no later than December 31,
2007;
(d) Principal
payments in the amount of $225,000 per month (plus accrued interest) shall
be
payable under the Note, commencing February 1, 2008;
(e) The
effective date of that certain Waiver and Release from MAB, dated November
12,
2007, pertaining to a waiver and release by MAB of any and all claims against
PetroHunter under the Original Agreement and/or the Note, shall be extended
to
the date of this Second Amendment and shall be deemed to incorporate the
provisions of this Second Amendment, including but not limited to a waiver
and
release of claims related to late payment or non-payment of any amounts owed
to
MAB prior to February 1, 2008, other than delivery of the Exchange Shares and
payment of the amount owed pursuant to Section 1(c), above; and
(d) The
Note shall be amended or shall be replaced in its entirety with a new promissory
note to be executed by PetroHunter, to reflect the provisions set forth
above.
2. The
defined terms in the Original Agreement shall apply to this Second
Amendment.
3. Except
as expressly stated herein, the Original Agreement shall remain in full force
and effect.
IN
WITNESS WHEREOF, the Parties have executed this Second Amendment as of the
date
first stated above.
| MAB RESOURCES LLC | PETROHUNTER ENERGY CORPORATION | |||
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By:
/s/
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By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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Title: VP & General Counsel
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Warrant
No. W-MAB-001
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Warrants
to Purchase *32,000,000* Shares of Common
Stock
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PETROHUNTER
ENERGY CORPORATION
(incorporated
under of the State of Maryland)
CERTIFICATE
FOR WARRANTS TO PURCHASE COMMON STOCK
EXERCISABLE
AT ANY DATE PRIOR TO 5:00 P.M., MOUNTAIN TIME (UNITED STATES OF AMERICA),
November __,
2009
Neither
this security nor the securities into which this security is exercisable
have
been registered with the Securities and Exchange Commission or the securities
commission of any state in reliance upon an exemption from registration under
the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly,
may not be offered or sold except pursuant to an effective registration
statement under the Securities Act or pursuant to an available exemption
from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws as
evidenced by a legal opinion of counsel to the transferor to such effect,
the
substance of which shall be reasonably acceptable to the company.
THIS
CERTIFIES THAT, for value received MAB Resources LLC (the
“Holder”), as registered owner of the above indicated number of
Warrants, is
entitled to at any time until 5:00 p.m., Mountain Time (United States of
America), November __, 2009,
or at such
later date as the Company, by authorization of its Board of Directors, shall
determine (the “Exercise Period”), to subscribe for, purchase, and receive up to
Thirty-Two Million (32,000,000) shares of common stock,
US$0.001 par value per share, fully paid and nonassessable (the “Common Stock”),
of PETROHUNTER ENERGY CORPORATION, a Maryland corporation (the “Company”), at
the price of US$0.50 per share (the “Exercise Price”), upon
presentation and surrender of this Warrant and upon payment of the Exercise
Price for such shares of the Common Stock to the Company at the principal
office
of the Company; provided, however, that if the Company shall change the number
of shares of its Common Stock issued and outstanding during the term of this
Warrant by dividend, split, reverse split, or recapitalization, a proportionate
adjustment shall be made to the number of shares of Common Stock to be issued
upon the exercise of this Warrant, and to the Exercise Price herein
stated. In lieu of issuing fractional shares, fractional amounts
shall be rounded to the nearest whole share.
Upon
exercise of the Warrant, the form of election hereinafter provided for must
be
duly executed and the instructions for registration of the Common Stock acquired
by such exercise must be completed. If the subscription rights
represented hereby shall not have been exercised by the expiration of the
Exercise Period, this Warrant shall become void and without further force
or
effect, and all rights represented hereby shall cease and expire.
In
the
event of the exercise or assignment hereof in part only, the Company shall
cause
to be delivered to the Holder a new warrant of like tenor to this Warrant
in the
name of the Holder evidencing the right of the Holder to purchase the number
of
shares of the Common Stock purchasable hereunder as to which this Warrant
has
not been exercised or assigned.
In
no
event shall this Warrant (or the shares of the Common Stock issuable upon
full
or partial exercise hereof) be offered or sold except in conformity with
the
United States Securities Act of 1933, as amended.
The
Company may deem and treat the registered Holder of this Warrant at any time
as
the absolute owner hereof for all purposes, and the Company shall not be
affected by any notice to the contrary.
By
acceptance of this Warrant, Holder represents that this Warrant and all shares
of Common Stock acquired upon exercise hereof are acquired and will be acquired
for the Holder’s own account for investment and with no intention at the time of
such purchase or acquisition of distributing or reselling the same or any
part
thereof to the public and, in furtherance of this representation, agrees
to
execute and deliver to the Company a subscription agreement containing customary
investment intent representations and agrees that this Warrant and any Common
Stock issued upon exercise hereof may be legended to prohibit transfer, sale,
or
other disposition except in the compliance with such investment
letter.
IN WITNESS
WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer and to be sealed with the seal of the Company this ____ day of
November,
2007.
PETROHUNTER
ENERGY CORPORATION
S
E A
L
By:
___________________________________________
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Chief Executive Officer
EXERCISE
FORM
(To
be
executed by the Holder to exercise the right to purchase common stock evidenced
by the within Warrant)
The
undersigned hereby elects irrevocably to exercise the within Warrant and
to
purchase _______________ shares of the Common Stock of the Company called
for
thereby, and hereby makes payment of $______________ (at the rate of US$0.50
per
share of the Common Stock) in payment of the Exercise Price pursuant
thereto. Please issue the shares of the Common Stock as to which this
Warrant is exercised in accordance with the instructions given
below.
Dated: ___________________ Name
(Printed):_________________________________
Signature:__________________________________
Signature:__________________________________
Signature
Guaranteed:___________________________
INSTRUCTIONS
FOR REGISTRATION OF STOCK
Name:____________________________________________________
Address: _________________________________________________
Social
Security or Tax Identification
Number:_______________________________________
ASSIGNMENT
FORM
(To
be
executed by the registered Holder to effect a transfer of the within
Warrants:)
FOR
VALUE
RECEIVED,___________________________________, does hereby sell, assign and
transfer unto ____________________________________________ the right to purchase
_________________shares of Common Stock of the Company evidenced by the within
Warrant, and does hereby irrevocably constitute and appoint
_________________________ ______________________________ attorney to transfer
such right on the books of the Company with full power of substitution in
the
premises.
Dated: ___________________ Name
(Printed):_________________________________
Signature:__________________________________
Signature:__________________________________
Signature
Guaranteed:___________________________
********************
NOTICE: The
signature(s) to the Exercise Form or Assignment Form must correspond with
the
name as written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed
by a
bank, other than a savings bank, or by a trust company, or by a firm having
membership on a registered national securities
exchange.