Exhibit 2.2
(FORM OF)
VOTING AGREEMENT
This VOTING
AGREEMENT (this “ Agreement ”), dated as
of March 30, 2009, is by and between Double Eagle Petroleum Co., a
Maryland corporation (“ Double Eagle ”)
and the undersigned holder (the “ Affiliate
”) of shares of common stock and shares of preferred stock,
as applicable, of Petrosearch Energy Corporation, a Nevada
corporation (“ Petrosearch ”).
Capitalized terms used and not defined herein shall have the
respective meanings ascribed to them in the Merger Agreement
referenced below.
RECITALS
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A.
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Double Eagle,
Double Eagle Acquisition Corporation, a Nevada corporation and a
wholly-owned subsidiary of Double Eagle (“ Merger
Sub ”), and Petrosearch have entered into an
Agreement and Plan of Merger dated March 30, 2009 (as the same may
be amended from time to time, the “ Merger
Agreement ”) pursuant to which Petrosearch will merge
(the “ Merger ”) with and into Merger
Sub, with Petrosearch surviving the Merger as a wholly-owned
subsidiary of Double Eagle, on the terms and subject to the
conditions set forth in the Merger Agreement.
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B.
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As of the date
hereof, Affiliate owns and has the present power and right to vote
(or to direct the voting of) (i) the number of shares of common
stock, par value of $0.001 per share, of Petrosearch (the “
Petrosearch Common Stock ”), as set forth
beneath the Affiliate’s name on the signature page hereto and
identified as “Number of Shares of Petrosearch Common Stock
Owned,” and (ii) the number of shares of preferred stock (the
“ Petrosearch Preferred Stock ”),
including the number of shares of Petrosearch Common Stock that
such Petrosearch Preferred Stock is convertible into, as set forth
beneath the Affiliate’s name on the signature page hereto and
identified as “Number of Shares of Petrosearch Preferred
Stock Owned” and “Number of Shares of Preferred Stock
on an As-Converted Basis Into Shares of Petrosearch Common
Stock”, respectively, as such Shares of Common Stock and
Shares of Preferred Stock may be adjusted by stock dividend, stock
split, recapitalization, combination, merger, consolidation,
reorganization or other change in the capital structure of
Petrosearch affecting the Petrosearch Common Stock or the
Petrosearch Preferred Stock, as applicable (such shares of
Petrosearch Common Stock, Petrosearch Preferred Stock, plus any
other shares of Petrosearch Common Stock or Petrosearch Preferred
Stock the voting power over which is acquired by Affiliate during
the period (the “ Term ”) from and
including the date hereof through and including the date on which
this Agreement is terminated in accordance with its terms, are
collectively referred to herein as Affiliate’s “
Subject Shares ”).
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C.
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As an
inducement to the willingness of Double Eagle to enter into the
Merger Agreement, and as an inducement and in consideration
therefor, the Merger Agreement requires certain persons, including
Affiliate, to execute and deliver this Agreement and Affiliate has
agreed to enter into this Agreement.
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NOW, THEREFORE , intending to be legally bound, the parties
agree as follows:
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Agreement to Vote the Subject Shares
. Affiliate, solely in
Affiliate’s capacity as a stockholder of Petrosearch, hereby
agrees that during the Term, at any and all meetings (or any
adjournments or postponements thereof) of the holders of any class
or classes of the capital stock of Petrosearch at which the Merger
Agreement and the transactions contemplated thereby are considered,
however called, or in connection with any and all written consents
of the holders of any class or classes of the capital stock of
Petrosearch relating to the Merger Agreement and transactions
contemplated thereby, Affiliate shall vote (or cause to be voted)
Affiliate’s Subject Shares owned on the applicable record
date and entitled to vote thereon in favor of the approval and
adoption of the Company Proposal and the terms of the Merger
Agreement and the Merger and each of the other transactions
contemplated by the Merger Agreement (and any actions required in
furtherance thereof). Affiliate, solely in Affiliate’s
capacity as a shareholder of Petrosearch, agrees not to enter into
any agreement, letter of intent, agreement in principle or
understanding with any person that violates or could reasonably be
expected to violate the provisions and agreements contained in this
Agreement.
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2.
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Grant of
Irrevocable Proxy . The Affiliate hereby appoints
Double Eagle and any designee of Double Eagle, and each of them
individually, as such Affiliate's proxy and attorney-in-fact, with
full power of substitution and resubstitution, to vote or act by
written consent with respect the Subject Shares in accordance with
Paragraph 1 above. This proxy is given to secure the performance of
the duties of the Affiliate under this Agreement. Affiliate shall
promptly cause a copy of this Agreement to be deposited with the
Company at its principal place of business. The Affiliate shall
take such further action or execute such other instruments as may
be necessary to effectuate the intent of this proxy.
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3.
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Nature of
Irrevocable Proxy . The
proxy and power of attorney granted pursuant to Paragraph 2 by the
Affiliate shall be irrevocable during the term of this Agreement,
shall be deemed to be coupled with an interest sufficient in law to
support an irrevocable proxy and shall revoke any and all prior
proxies granted by the Affiliate. The power of attorney granted by
the Affiliate herein is a durable power of attorney and shall
survive the dissolution, bankruptcy, death or incapacity of the
Affiliate. The proxy and power of attorney granted hereunder shall
terminate upon the termination of this Agreement.
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4.
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Covenants . Affiliate agrees that, except as contemplated
by the terms of this Agreement, Affiliate shall not, directly or
indirectly, (i) grant any proxies or powers of attorney in respect
of the Subject Shares, deposit any of Affiliate’s Subject
Shares into a voting trust or enter into a voting agreement with
respect to any of Affiliate’s Subject Shares; (ii) except
with respect to pledges of Subject Shares in effect on the date
hereof, transfer, grant an option with respect to, sell, exchange,
pledge or otherwise dispose of or encumber the Subject Shares, or
make any offer or enter into any agreement providing for
an
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