PETROSEARCH ENERGY CORPORATIONNote and Warrant Purchase Agreement • November 13th, 2007 • Petrosearch Energy Corp • Crude petroleum & natural gas • Texas
FORM OF]Petrosearch Energy Corp • November 13th, 2007 • Crude petroleum & natural gas • Texas
This note is one of a series of duly authorized and issued notes (each a “Convertible Note” or collectively the “Convertible Notes”) of PETROSEARCH ENERGYCORPORATION, a Nevada corporation, having its principal place of business at 675 Bering Drive, Suite 200, Houston, Texas 77057 (the “Company”), designated as its Eight Percent (8%) Senior Secured Convertible Notes Due November 9, 2010, in an aggregate principal face value for all Convertible Notes of this series of Eight Million One Hundred Thousand and no/100 United States Dollars (US$8,100,000.00) issued in registered form under that certain Note and Warrant Purchase Agreement (together with all amendments, supplements and modifications thereto in accordance with the terms hereof from time to time, herein called the “Purchase Agreement”), dated of even date herewith, by and among the Company and the Holders, to which Purchase Agreement reference is hereby made for additional rights, duties and obligations of the Company and the Hold
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2007 • Petrosearch Energy Corp • Crude petroleum & natural gas • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2007, by and among Petrosearch Energy Corporation, a Nevada Corporation (the “Company”), and the purchasers listed on the signature page hereto (the “Purchasers”).
PLEDGE AND SECURITY AGREEMENT (LLC Membership Interests)Pledge and Security Agreement • November 13th, 2007 • Petrosearch Energy Corp • Crude petroleum & natural gas • Texas
This Pledge and Security Agreement (this “Agreement") is made effective as of November 9, 2007 ("Effective Date"), by and between PETROSEARCH ENERGY CORPORATION, a Nevada corporation (“Pledgor”), and the Purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”) and IRONMAN PI FUND (QP), LP (“Ironman”), as agent for the Purchasers (in such capacity, together with its successors in such capacity, the “Agent”).
WARRANT TO PURCHASE COMMON STOCK OF PETROSEARCH ENERGY CORPORATIONWarrant Agreement • November 13th, 2007 • Petrosearch Energy Corp • Crude petroleum & natural gas • Texas
This Warrant is issued in connection with the transactions described in that certain Note and Warrant Purchase Agreement between the Company and Investor dated as of November 9, 2007 (the “Purchase Agreement”). The holder of this Warrant is subject to certain restrictions set forth in the Purchase Agreement and shall be entitled to certain rights and privileges set forth in the Purchase Agreement. All capitalized terms not defined herein shall have the meaning set forth in the 8% Senior Secured Convertible Note between the Company and the Investor dated of even date herewith.
