Letter Agreement



 Exhibit 10.3 
 AGREEMENT 
 This Agreement is made this 14th
day of October among Magellan Petroleum Corporation (“MPC”), Nikolay V. Bogachev (“NVB”), Eastern Rider LLC (“ER”) and Nautilus Technical Group, LLC (“NT”). All of the foregoing are hereinafter referred to as
the “Parties”. 
 1. Recital. MPC is purchasing interests in Nautilus Poplar LLC (“NP”) from White
Bear LLC and YEP I, SICAV-FIS, two entities controlled by NVB (“Transaction”). Upon completion of the Transaction, MPC will be the majority owner of NP and ER and NT will be the other members of NP. The Parties wish to set forth matters on
which they intend to (i) work in good faith to reach agreement and (ii) discuss, respectively, within the 45 day period following the closing of the Transaction (“Period”). 
 2. Post Closing Obligations. Subsequent to the closing of the Transaction, and within the Period, MPC, NT and ER agree to
(i) secure the release of NVB from any liability for the indebtedness of NP to Jonah Bank; and (ii) amend the Operating Agreement of NT to provide for the right of ER and NT to tag along with MPC upon a sale of a majority of the voting
interest in NP and the right of MPC to drag along ER and NT in connection with any sale by MPC of its interest in NP; and (iii) meet, together with NVB, to discuss the general nature and timing of five wells to be drilled by NP within the four
years following the closing of the Transaction, with recognition of all Parties that MPC, as the holder of a majority interest in NP, has the right to control the program for such drilling by NP and the timing of such drilling given the prevailing
circumstances from time to time affecting the property and business of NP. 
 3. Meeting of NP Members. Within the
Period, MPC, ER and NT shall meet as the Members of NP for a meeting of Members as contemplated under the terms of the NP Operating Agreement to discuss (i) the anticipated terms of funding new drilling projects for NP and subsequent capital
contributions required to be contributed to NP to fund such projects; (ii) the continued role at NP of the current employees of NP, as well as possible structure of employment (or engagement, as independent contractors) of such NP








 
employees by MPC for MPC projects, as well as by others for other projects, that are not related to the NP business; (iii) the interest of NP or its members in acquiring the 1.25% interest
in the Poplar field held by Phoenix Oil & Gas LLC, which interest lies within the so-called “Area of Interest” under NP’s Operating Agreement, (iv) the possible right of ER and NT under certain circumstances to sell
their interests in NP to MPC, and (v) such other matters as any of MPC, NT or ER may seek to discuss at such meeting. 
 4.
Miscellaneous. This Agreement shall be governed by the laws of Colorado and may be executed in counterparts by facsimile or electronically. 
  

			
	NIKOLAY V. BOGACHEV
		
	By:	 	 /s/ Nikolay V. Bogachev

	
	EASTERN RIDER, LLC
		
	By:	 	 /s/ J. Thomas Wilson

		 	Manager
	
	NAUTILUS TECHNICAL GROUP, LLC
		
	By:	 	 /s/ Roland E. Blauer

		 	Manager
	
	MAGELLAN PETROLEUM CORPORATION
		
	By:	 	 /s/ William H. Hastings

		 	Name: William H. Hastings
		 	Title: President and CEO


  

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