THIS EXTENSION AGREEMENT made on September 9, 2009
Exhibit 10.1
THIS EXTENSION AGREEMENT made
on September 9, 2009
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BETWEEN:
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EXCELARON LLC a company
incorporated in the State of California and having its principal executive
office at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxx Xxxxxx of America ("Company")
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AND
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MOGUL ENERGY INTERNATIONAL,
INC. a company having its principal executive office at 000 - 00
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx (“Mogul”)
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RECITAL:
The
Company agreed pursuant to an agreement dated February 11, 2009 (the
“Agreement”) to permit Mogul to subscribe for a 40% Members Percentage Interest
in the Company. The Members Percentage Interest subscribed by Mogul
was in consideration of the Capital Contribution by Mogul to the Company of
US$2,300,000. Mogul, the Company and the Members of the Company
hereby agree to an extension of time for the payment of the subscription
payments. All parties to this agreement are agreeable to the granting
of the requested extension and to adjusting the schedule of subscription
payments. The parties hereto, in consideration of the mutual
covenants set forth herein and other good and valuable considerations hereby
acknowledge and agree to the following:
THE
PARTIES AGREE:
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1.
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DEFINITIONS
AND INTERPRETATION
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To the
extent that any terms which are defined in the Company’s Operating Agreement and
the Agreement are used in this Extension Agreement, they shall have the same
meaning as in the Operating Agreement and the Agreement.
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2.
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SUBSCRIPTION
AND PAYMENT
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Mogul and
the Company agree to amend the schedule for Mogul to subscribe for a 40%
Member’s Percentage Interest in the Company by the payment of a Capital
Contribution in the sum of US$2,300,000 as follows:
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(a)
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US$175,000
acknowledged by all parties as already being paid by Mogul to
Excelaron;
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(b)
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US$250,000
within 2 weeks of the execution of this extension
agreement;
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(c)
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US$1,000,000
within 60 days of the execution of this extension agreement, subject to
being extended for a period of up to an additional 45 days if necessary
for stock exchange approvals of Mogul’s going
public transaction on the TSX Venture Exchange;
and
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(d)
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US$875,000
upon issuance of the Environmental Impact Report approving the Huasna
project.
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3.
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MANAGERS
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The
Members of the Company shall appoint, on behalf of Mogul, Xx. Xxxxxx Xxxxxxxx as
the Technical Manager to assist in the management of the technical aspects and
operational matters pertaining to the development of the Californian
Leases.
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4.
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ASSIGNMENT
OF INTERESTS
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(a)
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Upon
payment by Mogul of the four installments of Capital Contributions
pursuant to Clause 2 of this Extension Agreement and the assignments set
out below the Members’ Percentage Interests of all Members shall be as set
out in sub para (b)
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(b)
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Barisan
Energy Limited
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4%
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Mogul
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40%
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United
Hydrocarbon Corporation
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21%
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Australian
Oil Company No. 2 Limited
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35%
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Total
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100%
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At such
time the Managers shall prepare a revised Schedule “B” to the Operating
Agreement reporting the above changes to the Members’ Percentage Interests made
in accordance with the table above.
All other
terms and provisions of the previous Agreements between the above parties shall
remain the same. This Extension Agreement shall enure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
[Remainder
of Page Intentionally Left Blank]
EXECUTED as an
agreement
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SIGNED for and on behalf
of
EXCELARON LLC by its
duly authorised representative in the presence of:
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)
)
)
)
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(illegible)
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(illegible)
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Witness
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SIGNED for and on behalf
of
MOGUL ENERGY INTERNATIONAL,
INC. by its duly authorised representative in the presence
of:
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)
)
)
)
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(illegible)
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/s/ Naeem Tyab
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Witness
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Ratified
and Confirmed by the Following as to the applicable Clauses above as shall apply
to all Members and in respect to the Amendments to the Operating Agreement –
Schedule “A” hereto:
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SIGNED for and on behalf
of
AUSTRALIAN OIL COMPANY #2
LTD. by its duly authorised representative in the
presence of:
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)
)
)
)
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(illegible)
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(illegible)
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Witness
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SIGNED for and on behalf
of
BARISAN ENERGY LTD. by
its duly authorised representative in the presence of:
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)
)
)
)
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(illegible)
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(illegible)
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Witness
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SIGNED for and on behalf
of
UNITED HYDROCARBON CORPORATION
by its duly authorised representative in the presence
of:
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)
)
)
)
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(illegible)
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(illegible)
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Witness
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5719020.2
