FIRST AMENDMENT TO ACQUISITION AND CONSULTING AGREEMENT BETWEEN MAB RESOURCES LLC AND PETROHUNTER ENERGY CORPORATION DATED OCTOBER 18, 2007
EXHIBIT
10.1
FIRST
AMENDMENT TO ACQUISITION AND CONSULTING AGREEMENT
BETWEEN
MAB RESOURCES LLC AND PETROHUNTER ENERGY CORPORATION
DATED
OCTOBER 18, 2007
FIRST
AMENDMENT TO
THIS
FIRST AMENDMENT (“First Amendment”) is made this 18th day of October, 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 (the
“Original Agreement”).
The
Parties agree as follows:
1. Section
3.2(a) of the Original Agreement is hereby amended to provide that the Reserved
ORRI: “(a) will not apply to or burden the any lease within the states of
Montana or Utah, and will not apply to burden any lease within the area known
as
the Piceance II properties (as defined in the applicable Underlying Agreement)
in any respect, effective October 1, 2007”.
2. Section
3.3 of the Original Agreement is hereby deleted in its entirety, effective
January 1, 2007, and replaced with the following:
“3.3 PetroHunter
Shares. In
addition to being subject to the Reserved ORRI, PetroHunter shall issue and
deliver to MAB the following shares and shall execute the Promissory Note
described in Section 3.5, as further consideration for MAB’s assignment and
relinquishment of the MAB Working Interest: Within thirty days after Closing,
PetroHunter shall issue to MAB fifty million (50,000,000) shares of its common
stock, valued as of the close of trading on December 29, 2006, which is $1.62
(US) per share. No later than November 15, 2007, PetroHunter shall
also issue to MAB twenty-five million (25,000,000) additional shares of its
common stock.”
3.
Schedules 1 and 2 under the Original Agreement, as well as any references to
“Schedule 1” or “Schedule 2”, shall be deleted in their entirety.
4. The
Original Agreement shall be terminated, effective retroactively to January
1,
2007, with respect to MAB’s rights, interests and obligations and with respect
to all of PetroHunter’s (including its subsidiaries and affiliates) rights,
interests and obligations pertaining in any manner to oil and gas property
interests in the states of Montana and Utah.
5. Article
5 of the Original Agreement is hereby deleted in its entirety, effective October
1, 2007, except for Section 5.3(f), which shall remain in effect.
6. The
defined terms in the Original Agreement shall apply to this First
Amendment.
7. Except
as expressly stated herein, the Original Agreement shall remain in full force
and effect.
IN
WITNESS WHEREOF, the Parties have executed this First Amendment as of the date
first stated above.
MAB
RESOURCES LLC
By:
/s/ Xxxx X. Bruner___________________
Xxxx
X. Xxxxxx, President
PETROHUNTER
ENERGY CORPORATION
By:
/s/ Xxxxx X.
Xxxxx
Title: Vice
President and General Counsel
