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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
ACQUISITION AND CONSULTING AGREEMENT
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.
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MAB RESOURCES LLC |
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PETROHUNTER ENERGY CORPORATION |
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By: /s/ Marc A.
Bruner
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By: David E.
Brody
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Marc A. Bruner, 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 a
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