AMENDMENT TO SHARE PURCHASE AGREEMENT
-------------------------------------
This Amendment to Share Purchase Agreement (this "Amendment") is made as of
April 19, 2005 ("Effective Date") between PETROSEARCH ENERGY CORPORATION
("Petrosearch") and XXXX X ENERGY COMPANY ("Investor").
RECITALS:
A. By Share Purchase Agreement dated January 24, 2005, between
Petrosearch and Investor, Petrosearch sold to Investor 307,692 shares of Common
Stock, par value $.001 at $1.95 per share. The Share Purchase Agreement was
amended by letter agreement (the "Letter Agreement") dated March 14, 2005, by
and among Petrosearch, Investor, Xxxx I Management, Ltd. and CBarney
Investments, Ltd. (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.
B. 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.
C. 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
-----------------
Transfer, Inc. to issue to Investor a certificate for 153,846 additional shares
of Common Stock. The 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
----------------------------
deadline under the Share Purchase Agreement as modified by the Letter Agreement
is stipulated to be June 3, 2005.
3. BINDING ON SUCCESSORS AND ASSIGNS. This Amendment shall inure to
------------------------------------
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:______________________________________
Xxxxxxx X. Xxxx, President and CEO
XXXX X ENERGY COMPANY
By:______________________________________
Name:____________________________________
Title:___________________________________
