Park Place Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





FIRST AMENDMENT TO CONSULTING AGREEMENT 

     THIS FIRST AMENDMENT TO
CONSULTING AGREEMENT (this “Amendment”), dated and effective as of
August 1, 2014, is entered into by and between Larsen Energy Consulting Inc., a
Texas corporation (“LECI”), Scott C. Larsen, an individual
(“Larsen”) and PARK PLACE ENERGY CORP., a Nevada corporation
(“Company” or “PPEC”). LECI and Larsen are jointly referred to as
“Consultant”. Terms defined in the Consulting Agreement referred to below
are used herein with the meanings given them therein, unless otherwise defined.


W I T N E S S
E T H: 

     WHEREAS, LECI, Larsen and
the Company entered into that certain Consulting Agreement dated as of November
1, 2013 (as amended or otherwise modified from time to time, the “Consulting
Agreement”); and 

     WHEREAS, the Parties
desire to amend the Consulting Agreement in certain respects as hereinafter
provided; 

     NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained, the
Parties hereby agree as follows: 

     SECTION 1. Amendments to
Consulting Agreement. The Consulting Agreement is hereby amended as follows:


     (a)     The
Recital section of the Consulting Agreement is hereby amended by deleting the
address for the Company as contained therein and substituting the following
address in lieu thereof: 2200 Ross Ave., Suite 4500E, Dallas, Texas 75201. 

     (b)     In
Section 3.1, the definition of “Phase I Capital Raise” contained in the last
sentence of Section 3.1 is hereby deleted in its entirety and the following
definition of Phase I Capital Raise is substituted in its place for all
purposes: 

     In this
Agreement, “Phase I Capital Raise” shall mean the first to occur of
either of the following: (i) the date on which the Company or any of its
subsidiaries, has raised an aggregate amount of cash through the sale of equity
equal to or exceeding $10 million, which calculation shall include all funds
raised through the sale of equity starting with the sale of equity approved by
the Board of Directors of the Company on and as of June 15, 2013; OR (ii) the
date on which the Company or any of its subsidiaries, pursuant to a transaction
or series of transactions, becomes entitled to receive proceeds or becomes
entitled to realize economic benefits in an amount of at least $20,000,000. For
purposes of this definition, a “transaction” means any type of (a)
capital raising transaction, including without limitation a financing of debt
and/or convertible equity, or (b) farmout or similar arrangement in which the
Company agrees to exchange a portion of its interest in an asset of the Company
for funding to enable the Company to carry out work programs on the asset of the
Company. 

     (c)     In
the first Section 3.3(a), the second sentence is hereby deleted and is replaced
by the following sentence: 




     Provided
the Phase I Capital Raise is completed on or before March 31, 2015, the Company
shall issue to Larsen an award of 300,000 fully vested RSUs dated as of the date
of the execution of the final documents for the Phase I Capital Raise. 

     (d)     The
first Section 3.3(c) is hereby deleted in its entirety and the following
provision is substituted in its place: 

     If during
the term of this Agreement the Company completes any additional cash financing
of $10,000,000 or more in the aggregate in addition to the cash financing
described in clause (i) of the definition of Phase I Capital Raise (a
“Subsequent Capital Raise”), the Company shall issue to LECI 250,000
fully vested RSUs upon completion of the first Subsequent Capital Raise and
200,000 upon completion of a second Subsequent Capital Raise. 

     (e)     In
the first Section 3.3, the following provision is hereby added as a new Section
3.3(f) immediately after the first Section 3.3(e): 

     (f)     On
and as of August 1, 2014, the Company shall issue to Larsen 80,000 restricted
stock units (“RSUs”) under the Company’s 2013 Long-Term Incentive Equity
Plan. Commencing with the month of August 2014 and for every month through and
including the month that a Phase I Capital Raise transaction is completed, if
and when such transaction occurs, Larsen shall accrue RSUs under the Company’s
2013 Long-Term Incentive Equity Plan equivalent to $5,000 per month. Pricing for
such RSUs will be determined based on the average closing price of the Company’s
common shares for the last ten (10) days of the calendar quarter in which such
RSUs accrued. Such accrued RSUs shall be issued at the end of each calendar
quarter. 

     SECTION 2. Effectiveness.
This Amendment shall become effective when counterparts hereof executed on
behalf of the Parties shall have been received by both Parties hereto. 

     SECTION 3. Limitation.
Except as expressly provided hereby, all of the terms and conditions of the
Consulting Agreement shall remain unamended and shall continue to be, and shall
remain, in full force and effect in accordance with their respective terms. 

     SECTION 4. Effect. This
Amendment shall be deemed to be an amendment to the Consulting Agreement, and
the Consulting Agreement as amended hereby is hereby ratified, approved and
confirmed in each and every respect. All references to the Consulting Agreement
in any other document, instrument, agreement or writing shall hereafter be
deemed to refer to the Consulting Agreement as such is amended hereby. 

     SECTION 5. Execution in
Counterparts. This Amendment may be executed by the Parties in several
counterparts, each of which shall be executed by the Parties and be deemed to be
an original and all of which shall constitute together but one and the same
agreement. A facsimile or electronic copy of this Amendment and signatures
thereon shall be considered for all purposes as originals. 




     IN WITNESS WHEREOF, the
Parties have caused this Amendment to be executed as of the date first above
written. 


	COMPANY: 
	 
	PARK PLACE ENERGY CORP. 
	 
	 
	By: 	 
    
	Name: 	Francis M. Munchinski 
	Title: 	Corporate Secretary 
	  	  
	 	 
	LECI: 	  
	 	 
	LARSEN ENERGY CONSULTING INC. 
	 
	 
	By: 	 
    
	Name: 	Scott C. Larsen 
	Title: 	President 
	 	 
	LARSEN: 
	  	  
	 	 
	Scott C. Larsen