MAGELLAN PETROLEUM CORPORATION RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (the “Agreement”) is made effective as of the grant date set forth in Section 3 below (the “Grant Date”) between Magellan Petroleum Corporation, a Delaware corporation (the “Company”), and the grantee named in Section 1 below (the “Grantee”), to whom a Restricted Stock Award has been granted under the Company’s 2012 Omnibus Incentive Compensation Plan (the “Plan”).

Pursuant to the terms and conditions of the Plan and this Agreement, as of the Grant Date the Company has granted the Restricted Stock Award set forth herein to Grantee. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Plan.

1.Name of Grantee. The name of Grantee is [____________________].

without the necessity of any further act by the Company, Grantee, or Grantee’s legal representative.

(i) a Change of Control of the Company (which term, for clarity, is as defined in the Plan and not in any other agreement);

(ii) the sale or other disposition of all, or substantially all, of the Company’s assets located in the United States; or

(iii) in the event the Grantee terminates his employment for Good Reason or the Grantee’s employment is terminated by the Company without Cause. The terms “Good Reason” and “Cause” shall be given the meaning ascribed to them in the Grantee’s Employment Agreement, as amended in whole or in part from time to time.

federal, state, or local, to withhold in connection with the Restricted Shares subject to this Agreement. Grantee shall elect, prior to any tax withholding event related to the Restricted Shares and at a time when Grantee is not aware of any material nonpublic information about the Company and Grantee would be permitted to engage in a transaction in the Company’s securities under the Company’s Insider Trading Policy, whether Grantee will satisfy the applicable tax withholding requirement by paying the taxes in cash, by delivery of shares of Common Stock of the Company, including by having the Company withhold delivery of vested Restricted Shares, having a Fair Market Value equal to the minimum statutory withholding that may be imposed on the transaction (based on minimum statutory withholding rates for federal, state, and local tax purposes, as applicable, that are applicable to such transaction), or in a combination of such means as may be acceptable to the Plan Administrator. Grantee’s election shall be irrevocable, made in writing, signed by Grantee, and shall be subject to any restrictions or limitations that the Plan Administrator, in its sole discretion, deems appropriate. In no event shall fractional shares of Common Stock be used or otherwise result from any tax withholding, but rather such shares shall be rounded to the nearest whole number of shares.

HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE CONDITIONS) CONTAINED IN THE MAGELLAN PETROLEUM CORPORATION 2012 OMNIBUS INCENTIVE COMPENSATION PLAN AND THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF [________________] BETWEEN MAGELLAN PETROLEUM CORPORATION AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY. COPIES OF THE PLAN AND THE AWARD AGREEMENT ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF MAGELLAN PETROLEUM CORPORATION.” Any unvested Restricted Shares credited to book-entry accounts during the Restriction Period shall be subject to similar stop-transfer orders to evidence the restrictions on such Restricted Shares. In connection with the restrictions on the Restricted Shares, Grantee shall execute the stock power attached hereto as Annex I to facilitate the transfer of the Restricted Shares in the event they are forfeited pursuant to Section 6 above. Promptly upon the vesting of any Restricted Shares, the Company shall remove the above restrictions for such shares and release to Grantee physical custody of any certificates for such shares.

Grantee shall be deemed to refer to Grantee’s legal representatives, heirs, or devisees, as the case may be.

number, salary, nationality, job title, any shares of Common Stock held, and details of this Award and any other rights to shares of Common Stock awarded, canceled, exercised, vested, unvested, or outstanding in Grantee’s favor, for the purpose of implementing, administering, and managing the Plan, including complying with applicable tax and securities laws (the “Personal Data”). The Personal Data may be transferred to any third parties assisting in the implementation, administration, and management of the Plan. Grantee authorizes such recipients of the Personal Data to receive, possess, use, retain, and transfer the Personal Data, in electronic or other form, for the purposes described above. Grantee may, at any time, view the Personal Data, request additional information about the storage and processing of the Personal Data, require any necessary amendments to the Personal Data, or refuse or withdraw the consents herein, in any case without cost, by contacting the Corporate Secretary of the Company in writing. Any such refusal or withdrawal of the consents herein may affect Grantee’s ability to participate in the Plan.

IN WITNESS WHEREOF, the Company and Grantee have executed this Restricted Stock Award Agreement, effective as of the Grant Date set forth in Section 3 hereof.

COMPANY:

MAGELLAN PETROLEUM CORPORATION,

a Delaware corporation

By: ____________________________________

Printed Name: ___________________________

Title: __________________________________

Date signed: ____________________________

GRANTEE:

Signature: ______________________________

Printed Name: __________________________

Date Signed: ___________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto Magellan Petroleum Corporation, a Delaware corporation (the “Company”), [___________] shares of common stock, $0.01 par value per share, of the Company, registered in the name of the undersigned on the books and records of the Company, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company as attorney to transfer the said stock on the books of the Company, with full power of substitution in the premises.

Signature: _________________________________ (signature must correspond exactly to

the name on the stock certificate)

Printed Name: _____________________________

Date Signed: ______________________________