0001193125-09-209470 Sample Contracts

FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF NAUTILUS POPLAR, LLC
Operating Agreement • October 19th, 2009 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Montana

THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into effective as of October 14, 2009 by and among NAUTILUS TECHINICAL GROUP, LLC, a Colorado limited liability company (“Nautilus”), WHITE BEAR, LLC, a Montana limited liability company “White Bear”), YEP I, SICAV-FIS, a Luxembourg entity (the “Fund”) and EASTERN RIDER, LLC, a Colorado limited liability company “Eastern”), (each a “Member” and collectively, the “Members”).

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 19th, 2009 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware

This Purchase and Sale Agreement (this “Agreement”) is dated October 14, 2009, by and among White Bear LLC, a Montana limited liability company (“WB”), YEP I, SICAV-FIS, a Luxembourg entity (“Fund” and, together with WB, the “Sellers”), and Magellan Petroleum Corporation, a Delaware corporation (the “Purchaser”).

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 19th, 2009 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas

This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into this 14th day of October, 2009, by and among Magellan Petroleum Corporation, a Delaware corporation (the “Company”), Young Energy Prize S.A., a Luxembourg corporation (“YEP”), and YEP I, SICAV-FIS, a Luxembourg entity (“Fund”). This Amendment amends the Registration Rights Agreement dated as of July 9, 2009 (the “Registration Rights Agreement”) between the Company and YEP. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Registration Rights Agreement. The Company, YEP, and Fund are collectively the “Parties” hereunder, and each of them individually is a “Party.”

AGREEMENT
Agreement • October 19th, 2009 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Colorado

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”.

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