THIRD AMENDMENT TO ACQUISITION AND CONSULTING AGREEMENT
Exhibit 10.23
THIRD AMENDMENT TO
ACQUISITION AND CONSULTING AGREEMENT
ACQUISITION AND CONSULTING AGREEMENT
THIS
THIRD AMENDMENT (“Third Amendment”) is made this 31st day of December, 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, and the Second
Amendment dated November 15, 2007 (collectively, the “Original Agreement”). The Parties agree as
follows:
1. Reduction of Amount Due Under Note: The principal amount due to MAB pursuant to
the new promissory note (in the face amount of $2 million, the “Note”), which was executed by
PetroHunter and delivered to MAB pursuant to Section 1(d) of the Second Amendment, is hereby
reduced to $1,459,088.75, by the following amounts:
(a)
Adjustment for Galaxy Operating Expenses: Pursuant to MAB’s guarantee of
the performance of Galaxy Energy Corporation’s (“Galaxy”) obligations under that certain
Purchase and Sale Agreement between PetroHunter and Galaxy, dated
December 29, 2006 (the
“Galaxy PSA”), the balance due to MAB under the Note shall be reduced by $343,183 (as of
September 30, 2007), for costs incurred by PetroHunter under the Galaxy PSA, as such costs
are set forth in Schedule 1, attached hereto, and $41,221.34 for interest.
(b) Adjustment for Paleo Receivable: MAB has advised PetroHunter that MAB and
PaleoTechnology International, Inc. (“Paleo”) have entered into an agreement or intend to
enter into an agreement which will provide certain consideration to MAB (the “Paleo
Consideration”) for MAB’s assumption of Paleo’s obligation to PetroHunter, and Paleo’s
assignment of such obligation to MAB. In the amount of $156,506.91 (the “Paleo
Receivable”). Therefore, MAB hereby agrees to assume the Paleo Receivable and the Note
shall be reduced by said amount. Such adjustment and reduction shall apply regardless of
the amount of the Paleo Consideration and regardless of whether MAB actually received the
Paleo Consideration or receives it in the future.
2. MAB
Consulting: Effective January 1, 2007, the parties have terminated Section 5
of the Original Agreement (except Subsection 5(f)), and both parties waive and fully relinquish
all related rights and obligations, effective as of January 1,
2007, including without limitation
the monthly consulting fee to MAB in the amount of $25,000.
3. Defined Terms: The defined terms in the Original Agreement shall apply to this
Third Amendment.
4. Original Agreement: Except as expressly stated herein, the Original Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Third Amendment as of the date first
stated above.
| MAB RESOURCES LLC | PETROHUNTER ENERGY CORPORATION | |||||||||
By:
|
/s/ Xxxx X. Xxxxxx | By: | /s/ X. Xxxxx | |||||||
