exh10-1_amendment.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

    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.

     

    
      	MAB
              RESOURCES LLC	 	 	PETROHUNTER
              ENERGY CORPORATION 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By: 
/s/
                Marc A. Bruner

            	 	 	
              By: 
David
                E. Brody 

            	 
	
                     
                Marc A. Bruner, President

            	 	 	
                     
                Title:  VP & General Counsel

            	 
	
               

            	 	 	
               

            	 


    

     

     

     

    

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	
                Warrant
                  No. W-MAB-001

              	
                Warrants
                  to Purchase *32,000,000* Shares of Common
                  Stock

              


      

      


      


      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:
        ___________________________________________

             Charles
        B. Crowell, 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.