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.
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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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1.
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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 any of th
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