FORM OF) VOTING AGREEMENT
Exhibit
2.2
(FORM
OF)
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
|
A.
|
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.
|
|
B.
|
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”).
|
|
C.
|
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.
|
NOW, THEREFORE, intending to
be legally bound, the parties agree as follows:
|
1.
|
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.
|
|
2.
|
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.
|
|
3.
|
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.
|
|
4.
|
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 the foregoing at any time
during the Term; or (iii) take any action that would have the effect of
preventing, impeding, interfering with or adversely affecting Affiliate’s
ability to perform Affiliate’s obligations under this Agreement.
Notwithstanding the foregoing, nothing herein shall prevent Affiliate from
assigning or transferring any Subject Shares beneficially owned by
Affiliate as a bona fide gift, to any immediate family member or to any
trust, estate, family partnership, foundation (whether family, private or
public) or other entity under Affiliate’s control, subject to the same
ultimate control as Affiliate or which controls Affiliate (each a “Permitted
Transferee”) if such Permitted Transferee agrees in writing to hold
any Subject Shares subject to all of the provisions of this Agreement as
Affiliate hereunder. For purposes of the foregoing, “immediate family”
shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin.
|
2
|
5.
|
Representations and Warranties
of Affiliate. Affiliate hereby represents and warrants to Double
Eagle as follows:
|
|
|
a.
|
Due
Authority. Affiliate has the capacity to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by Affiliate constitute a valid and
binding obligation of Affiliate, enforceable against Affiliate in
accordance with its terms.
|
|
|
b.
|
Ownership
of Shares. Affiliate owns and has the present power and right to
vote (or to direct the voting of) the number of Subject Shares set forth
beneath the Affiliate’s name on the signature page hereto. Affiliate has
sole voting power and sole power of disposition, in each case with respect
to all of the Subject Shares set forth beneath Affiliate’s name on the
signature page hereto with no limitations, qualifications or restrictions
on such rights, subject only to applicable securities laws and the terms
of this Agreement and as otherwise noted on the signature page hereto. The
Subject Shares set forth beneath the Affiliate’s name on the signature
page hereto are all of the equity interests in Petrosearch legally or
beneficially owned by Affiliate.
|
|
|
c.
|
No
Violations. (i) No filing with any governmental authority, and no
authorization, consent or approval of any other person is necessary for
the execution of this Agreement by Affiliate and the consummation by
Affiliate of the transactions contemplated hereby (it being understood
that nothing herein shall prevent Affiliate’s compliance with Section
13(d) of the Exchange Act); and (ii) none of the execution and delivery of
this Agreement by Affiliate or compliance by Affiliate with any of the
provisions hereof shall (A) result in, or give rise to, a violation or
breach of or a default under any of the terms of any contract,
understanding, agreement or other instrument or obligation to which
Affiliate is a party or by which Affiliate or any of Affiliate’s Subject
Shares may be bound, or (B) violate any applicable order, writ,
injunction, decree, judgment, statute, rule or regulation that could
reasonably be expected to adversely affect Affiliate’s ability to perform
Affiliate’s obligations under this
Agreement.
|
|
|
d.
|
Reliance by
Double Eagle. Affiliate understands and acknowledges that Double
Eagle has entered into the Merger Agreement in reliance upon the covenants
contained therein requiring the execution and delivery of this Agreement
by Affiliate.
|
3
|
6.
|
Representations and Warranties
of Double Eagle. Double Eagle hereby represents and warrants to
Affiliate as follows:
|
|
|
a.
|
Due
Authority. Double Eagle has the power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby by Double Eagle constitute a valid
and binding obligation of Double Eagle, enforceable against Double Eagle
in accordance with its terms.
|
|
|
b.
|
Reliance by
Double Eagle. Double Eagle understands and acknowledges that
Affiliate is entering into this Agreement in reliance upon the execution
and delivery of the Merger Agreement by Double
Eagle.
|
|
7.
|
Miscellaneous.
|
|
|
a.
|
Affiliate
Capacity. Nothing in this Agreement shall limit or affect the
ability of a director or officer of Petrosearch to take any action as may
be advisable or necessary in the discharge of his or her fiduciary duties
as such director or officer.
|
|
|
b.
|
Publication.
Affiliate hereby permits Double Eagle and Petrosearch to publish and
disclose in the Proxy Statement/Prospectus (including all documents and
schedules filed with the SEC) and in other filings with the SEC,
Affiliate’s identity and ownership of Subject Shares and the nature of
Affiliate’s commitments, arrangements, and understandings pursuant to this
Agreement.
|
|
|
c.
|
Further
Actions. Each of the parties hereto agrees that it will use its
commercially reasonable efforts to do all things necessary to effectuate
this Agreement.
|
|
|
d.
|
Entire
Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter contained herein and
supersedes all prior agreements and understandings, oral and written, with
respect thereto.
|
|
|
e.
|
Binding
Effect; Benefit; Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their Permitted
Transferees, heirs, estates and successors. Neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any
of the parties hereto, except by will or by the laws of descent and
distribution, without the prior written consent of each of the other
parties. Nothing in this Agreement, expressed or implied, is intended to
confer on any person, other than the parties hereto, any rights or
remedies.
|
4
|
|
f.
|
Amendments;
Waivers. This Agreement may not be amended, changed, supplemented,
waived or otherwise modified or terminated, except upon the execution and
delivery of a written agreement executed by all of the parties
hereto.
|
|
|
g.
|
Specific
Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached. Accordingly, the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement, this being in
addition to any other remedy to which they are entitled at law or in
equity.
|
|
|
h.
|
Remedies
Cumulative. All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any
other such right, power or remedy by such
party.
|
|
|
i.
|
No
Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof shall not
constitute a waiver by such party of its right to exercise any such or
other right, power or remedy or to demand such
compliance.
|
|
|
j.
|
Governing
Law; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND. EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
|
|
|
k.
|
Headings.
The descriptive headings of this Agreement are inserted for convenience
only, do not constitute a part of this Agreement and shall not affect in
any way the meaning or interpretation of this
Agreement.
|
|
|
l.
|
Counterparts;
Facsimiles. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original, and all of which together
shall be deemed to be one and the same instrument. A signature transmitted
by facsimile or by electronic mail in “portable document format” shall be
treated for all purposes by the parties hereto as an original and shall be
binding upon the party transmitting such signature without
limitation.
|
5
|
|
m.
|
Termination.
This Agreement shall terminate, neither Double Eagle nor Affiliate shall
have any rights or obligations hereunder, and this Agreement shall become
null and void and have no effect upon the earliest to occur of (i) the
mutual consent of Double Eagle and Affiliate, (ii) the Effective Time, or
(iii) the effective termination of the Merger Agreement pursuant to its
terms; provided, further, that termination of this Agreement shall not
prevent any party hereunder from seeking any remedies (at law or in
equity) against any other party hereto for such party’s breach of any of
the terms of this Agreement. Notwithstanding the foregoing, Paragraphs
7(d), 7(e), 7(h) and 7(j) shall survive the termination of this
Agreement.
|
[Remainder
of Page Intentionally Left Blank]
6
IN
WITNESS WHEREOF, this Agreement is executed as of the date first stated
above.
|
DOUBLE
EAGLE PETROLEUM CO.
|
|||
|
By:
|
|
||
|
Name:
|
▇▇▇▇▇▇
▇▇▇▇▇▇
|
||
|
Title:
|
Senior
Vice President and Chief Executive Officer
|
||
|
AFFILIATE
|
|||
|
|
|||
|
Printed
Name:
|
|||
|
Number
of Shares of Petrosearch Common Stock Owned:
|
|||
|
|
|||
|
Number
of Shares of Petrosearch Preferred Stock Owned:
|
|||
|
Number
of Shares of Preferred Stock on an As-Converted
|
|||
| Basis Into Shares of Petrosearch Common Stock: | |||
7