SECURITIES PURCHASE
AGREEMENT
This FIRST
AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “
Amendment ”) is made and entered into this 3rd day of
April, 2009, by and between Magellan Petroleum Corporation, a
Delaware corporation (the “ Company ”), and
Young Energy Prize S.A., a Luxembourg corporation (the “
Investor ”).
WHEREAS, the
Company and the Investor are parties to that certain Securities
Purchase Agreement dated as of February 9, 2009 (the “
Purchase Agreement ”);
WHEREAS,
Section 7.5 of the Purchase Agreement provides that no
provision of the Purchase Agreement may be amended except in a
written instrument signed by the Company and the Investor;
and
WHEREAS, the
Company and the Investor desire to amend the Purchase Agreement as
set forth herein.
NOW, THEREFORE, in
consideration of the mutual covenants, agreements and for other
good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the Company and the Investor hereby agree
as follows:
1. Amendment of Purchase Agreement
.
(a) The
following defined terms shall be added to Section 1.1 of the
Purchase Agreement:
“
ANS/Meer Agreement ” means that certain Securities
Purchase Agreement of even date herewith among the Investor, ANS
Investments LLC, a Delaware limited liability company (
“ANS” ), and Jonah M. Meer, an individual (
“Meer” and, together with ANS, the “ANS
Parties” ), pursuant to which the Investor has agreed to
purchase 568,985 shares of the Company’s Common Stock (the
“ANS Shares” ) from the ANS Parties.
(b) A new
Section 2.4 shall be added to the Purchase Agreement to read
in its entirety as follows:
“2.4
Amendment of Warrant upon Purchase of ANS Shares . If the
Investor consummates the purchase of the ANS Shares from the ANS
Parties as contemplated by the ANS/Meer Agreement, then, and
immediately upon the closing of such purchase transaction, the
Warrant shall be amended as follows:
(a)
The Warrant Price (as defined in the Warrant) shall be decreased to
$1.15 per share; and
(b)
The first paragraph of Section 8(f) of the Warrant shall be amended
to read as follows:
‘Except as
provided in subsection (g) hereof, if and whenever the Company
shall issue or sell, or is, in accordance with any of subsections
(f)(1) through (f)(7) hereof, deemed to have issued or sold, any
Additional Shares of Common Stock (as defined below) for no
consideration or for a consideration per share less than the
Warrant Price (as the Warrant Price is adjusted from time to time
under this Section 8), then and in each such case (a
“Trigger Issuance” ), the then-existing
War
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