AMENDMENT TO SHARE PURCHASE AGREEMENT
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This Amendment to Share Purchase Agreement (this "Amendment") is made as of
April 19, 2005 ("Effective Date") between PETROSEARCH ENERGY CORPORATION
("Petrosearch") and XXXX I MANAGEMENT, LTD. ("Xxxx I") AND CBARNEY INVESTMENTS,
LTD. ("Investor").
RECITALS:
A. By Share Purchase Agreement dated November 24, 2004 ("Purchase
Agreement 1"), between Petrosearch, Petrosearch Corporation and Xxxx I (which
rights and obligations were assigned by Xxxx I to Investor as of December 30,
2004), Petrosearch sold to Investor, effective as of December 30, 2004, upon the
merger of Petrosearch and Petrosearch Corporation, 512,821 shares of Common
Stock, par value $.001 at $1.95 per share.
B. By two (2) separate Share Purchase Agreements each dated January 24,
2005, (respectively, "Purchase Agreement 2" and "Purchase Agreement 3") between
Petrosearch and Investor, Petrosearch sold to Investor 105,129 shares of Common
Stock at $1.95 per share under Purchase Agreement 2, and agreed to sell to
Investor (and to release from escrow once Petrosearch's outstanding Common Stock
achieves 20,500,000 shares) 100,000 shares of Common Stock at $1.95 per share.
Each of Purchase Agreements 1, 2 and 3 was amended by letter agreement (the
"Letter Agreement") dated March 14, 2005, by and among Petrosearch, Investor,
Xxxx I and Xxxx X Energy Company (collectively, "Investor's Affiliates"), which
Letter Agreement provided for an extension of the time deadline for filing a
registration statement with the Securities and Exchange Commission and for
additional shares to be issued to Investor and Investor's Affiliates based on
any near term placement effected by Petrosearch at less than $1.95 per share.
C. Petrosearch has, as of the Effective Date, effected a private
placement of Common Stock at $1.30 per share, thereby triggering the price
protection adjustment under the Letter Agreement. The placement further achieves
the outstanding Common Stock capitalization which is a condition to the closing
under Purchase Agreement 3.
D. Petrosearch and Investor desire to stipulate as to the number of
additional shares to be issued to Investor as a result of the price protection
terms in the Letter Agreement and to the specific date by which Petrosearch
shall file a registration statement with the Securities and Exchange Commission.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt of which is
acknowledged by the parties, Petrosearch and Investor agree as follows:
1. ADDITIONAL SHARES. Petrosearch shall promptly cause Corporate Stock
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Transfer, Inc. to issue to Investor (a) a certificate for 256,411 additional
shares of Common Stock under Purchase Agreement 1, (b) a certificate for 52,565
additional
shares of Common Stock under Purchase Agreement 2, and (c) a certificate for
50,000 additional shares of Common Stock under Purchase Agreement 3. Each
certificate shall contain a customary Rule 144 restrictive legend, but the
additional shares shall be included in the registration statement to be filed by
Petrosearch with the Securities and Exchange Commission.
2. STIPULATED FILING DEADLINE. The registration statement filing
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deadline under each of the Purchase Agreements, as modified by the Letter
Agreement, is stipulated to be June 3, 2005.
3. BINDING ON SUCCESSORS AND ASSIGNS. This Amendment shall inure to
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and be binding upon Petrosearch and Investor and their respective successors and
assigns.
EXECUTED as of the Effective Date above.
SIGNATURES APPEAR ON FOLLOWING PAGE
PETROSEARCH ENERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President and CEO
XXXX I MANAGEMENT, LTD.
By: GETEMOR COMPANY, LLC, General Partner
By: /s/
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Name:____________________________________
Title:___________________________________
CBARNEY INVESTMENTS, LTD.
By: CELBY & COMPANY, LLC, General Partner
By: /s/
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Name:____________________________________
Title:___________________________________