ex10_5.htm


    
      

    

    Exhibit
      10.5

     

    [FORM
      OF]

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
      APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL,
      SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT
      REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS
      AVAILABLE.

    


    WARRANT
      TO PURCHASE

    COMMON
      STOCK OF

    PETROSEARCH
      ENERGY CORPORATION

    


    


    
      	
              Date
                of Issuance:  November 9, 2007

            	
              Warrant
                No.______

            


    

    


    This
      certifies that, for value received, PETROSEARCH ENERGY
      CORPORATION, a Nevada corporation (the “Company”), grants
      ___________________, a ____________ [corporation/limited
      partnership/limited liability company] (“Investor”) or its registered assigns
      (the “Registered Holder”), the right to subscribe for and purchase from the
      Company, at the Exercise Price (as defined herein), at any time and from time
      to
      time from and after 9:00 a.m. Central Standard Time on the Date of Issuance
      (the
“Exercise Date”) and to and including 5:00 p.m., Central Standard Time on the
      third anniversary of the Exercise Date (the “Expiration Date”),
      _______________________ (_______) shares, as such number of
      shares may be adjusted from time to time as described herein (the “Warrant
      Shares”), of the Company’s common stock, par value $.001 per share (the “Common
      Stock”), subject to the provisions and upon the terms and conditions herein set
      forth.  The “Exercise Price” per share of Common Stock shall be $1.50
      per share.

    


    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.

    


    Section
      1.    Registration.  The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant Records”), in the name of the Registered
      Holder.  The Company may deem and treat the Registered Holder as the
      absolute owner of this Warrant for the purpose of any exercise hereof or any
      distribution to the Registered Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      2.    Registration of
      Transfers and Exchanges.

    


    (a)           Subject
      to Section 9 hereof, the Company shall register the transfer of this Warrant,
      in
      whole or in part, upon records to be maintained by the Company for that purpose,
      upon surrender of this Warrant, with the Form of Assignment attached hereto
      completed and duly endorsed by the Registered Holder, to the Company at the
      office specified in or pursuant to Section 3(b).  Upon any such
      registration of transfer, a new Warrant, in substantially the form of this
      Warrant, evidencing the Common Stock purchase rights so transferred shall be
      issued to the transferee and a new Warrant, in similar form, evidencing the
      remaining Common Stock purchase rights not so transferred, if any, shall be
      issued to the Registered Holder.

    


    (b)           This
      Warrant is exchangeable, upon the surrender hereof by the Registered Holder
      at
      the office of the Company specified in or pursuant to Section 3(b) hereof,
      for
      new Warrants, in substantially the form of this Warrant evidencing, in the
      aggregate, the right to purchase the number of Warrant Shares which may then
      be
      purchased hereunder, each of such new Warrants to be dated the date of such
      exchange and to represent the right to purchase such number of Warrant Shares
      as
      shall be designated by the Registered Holder at the time of such
      surrender.

    


    Section
      3.    Duration and Exercise
      of this Warrant.

    


    (a)           This
      Warrant shall be exercisable by the Registered Holder as to the Warrant Shares
      at any time and from time to time during the period commencing on the Exercise
      Date and ending on the Expiration Date. At 5:00 p.m., Central Standard Time,
      on
      the Expiration Date, this Warrant, to the extent not previously exercised,
      shall
      become void and of no further force or effect.

    


    (b)           Subject
      to Sections 4, and 7 hereof, upon exercise or surrender of this Warrant, with
      the Form of Election to Purchase attached hereto completed and duly endorsed
      by
      the Registered Holder, to the Company at 675 Bering Drive, Suite 200, Houston,
      Texas 77057, Attention: President, or at such other address as the Company
      may
      specify in writing to the Registered Holder, and upon payment of the Exercise
      Price multiplied by up to the number of Warrant Shares then issuable upon
      exercise of this Warrant in lawful money of the United States of America, all
      as
      specified by the Registered Holder in the Form of Election to Purchase, the
      Company shall promptly issue and cause to be delivered to or upon the written
      order of the Registered Holder, and in such name or names as the Registered
      Holder may designate, a certificate for the Warrant Shares issued upon such
      exercise.  Any person so designated in the Form of Election to
      Purchase, duly endorsed by the Registered Holder, as the person to be named
      on
      the certificates for the Warrant Shares, shall be deemed to have become holder
      of record of such Warrant Shares, evidenced by such certificates, as of the
      Date
      of Exercise (as hereinafter defined) of such Warrant.

    


    (c)           The
      Registered Holder may pay the applicable Exercise Price pursuant to Section
      3(b), at the option of the Registered Holder, either (i) in cash or by cashier’s
      or certified bank check payable to the Company, or (ii) by wire transfer of
      immediately available funds to the account which shall be indicated in writing
      by the Company to the Registered Holder, in either case, in an amount equal
      to
      the product of the Exercise Price multiplied by the number of Warrant Shares
      being purchased upon such exercise (the “Aggregate Exercise
      Price”).

     

    
      
        Warrant
          Agreement

        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

     

    (d)           The
      “Date of Exercise” of any Warrant means the date on which the Company shall have
      received (i) this Warrant, with the Form of Election to Purchase attached hereto
      appropriately completed and duly endorsed, and (ii) payment of the Aggregate
      Exercise Price as provided herein.

    


    (e)           This
      Warrant shall not be exercisable until the Exercise Date (the “Exercise
      Restriction Period”).  Subject to the Exercise Restriction Period,
      this Warrant shall be exercisable either in its entirety or, from time to time,
      for part only of the number of Warrant Shares which are issuable
      hereunder.  If this Warrant shall have been exercised only in part,
      the Company shall, at the time of delivery of the certificates for the Warrant
      Shares issued pursuant to such exercise, deliver to the Registered Holder a
      new
      Warrant evidencing the rights to purchase the remaining Warrant Shares, which
      Warrant shall be substantially in the form of this Warrant.

    


    Section
      4.    Payment of Taxes and
      Expenses.

    


    (a)           The
      Company will pay all expenses and taxes (other than any federal or state income
      tax or similar obligations of the Registered Holder) and other governmental
      charges attributable to the preparation, execution, issuance and delivery of
      this Warrant, any new Warrant and the Warrant Shares; provided,
      however, that the Company shall not be required to pay any tax in respect
      of the transfer of this Warrant or the Warrant Shares, or the issuance or
      delivery of certificates for Warrant Shares upon the exercise of this Warrant,
      to a person or entity other than a Registered Holder or an Affiliate (as
      hereinafter defined) of such Registered Holder.

    


    (b)           An
      “Affiliate” of any person or entity means any other person or entity directly or
      indirectly controlling, controlled by or under direct or indirect common control
      with such person or entity.

    


    Section
      5.    Mutilated
      or Missing Warrant Certificate.  If this Warrant shall be
      mutilated, lost, stolen or destroyed, upon request by the Registered Holder,
      the
      Company will issue, in exchange for and upon cancellation of the mutilated
      Warrant, or in substitution for the lost, stolen or destroyed Warrant, a
      substitute Warrant, in substantially the form of this Warrant, of like tenor,
      but, in the case of loss, theft or destruction, only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction of
      this Warrant and, if requested by the Company, indemnity also reasonably
      satisfactory to it.

    


    Section
      6.    Reservation, Listing
      and Issuance of Warrant Shares.

    


    (a)           The
      Company will at all times have authorized, and reserve and keep available,
      free
      from preemptive rights, for the purpose of enabling it to satisfy any obligation
      to issue Warrant Shares upon the exercise of the rights represented by this
      Warrant, the number of Warrant Shares deliverable upon exercise of this
      Warrant.  The Company will, at its expense, use it best efforts to
      cause such shares to be included in or listed on (subject to issuance or notice
      of issuance of Warrant Shares) all markets or stock exchanges in or on which
      the
      Common Stock is included or listed not later than the date on which the Common
      Stock is first included or listed on any such market or exchange and will
      thereafter maintain such inclusion or listing of all shares of Common Stock
      from
      time to time issuable upon exercise of this Warrant.

     

    
      
        Warrant
          Agreement

        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

     

    (b)           Before
      taking any action which could cause an adjustment pursuant to Section 7 hereof
      reducing the Exercise Price below the par value of the Warrant Shares, the
      Company will take any corporate action which may be necessary in order that
      the
      Company may validly and legally issue at the Exercise Price, as so adjusted,
      Warrant Shares that are fully paid and non-assessable.

    


    (c)           The
      Company covenants that all Warrant Shares will, upon issuance in accordance
      with
      the terms of this Warrant, be (i) duly authorized, fully paid and nonassessable,
      and (ii) free from all taxes with respect to the issuance thereof and from
      all
      liens, charges and security interests.

    


    Section
      7.    Adjustment of Number
      of Warrant Shares.

    


    (a) The
      number of
      Warrant Shares to be purchased upon exercise hereof is subject to change or
      adjustment from time to time as hereinafter provided:

    


    (i)           Stock
      Dividends; Stock Splits; Reverse Stock Splits;
      Reclassifications.  In case the Company shall (a) pay a dividend
      with respect to its Common Stock in shares of capital stock, (b) subdivide
      its
      outstanding shares of Common Stock, (c) combine its outstanding shares of Common
      Stock into a smaller number of shares of any class of Common Stock or (d) issue
      any shares of its capital stock in a reclassification of the Common Stock
      (including any such reclassification in connection with a consolidation or
      merger in which the Company is the continuing corporation), other than
      elimination of par value, a change in par value, or a change from par value
      to
      no par value (any one of which actions is herein referred to as an “Adjustment
      Event”), the number of Warrant Shares  purchasable upon exercise of
      the Warrant immediately prior to the record date for such Adjustment Event
      shall
      be adjusted so that the Registered Holder shall thereafter be entitled to
      receive the number of shares of Common Stock or other securities of the Company
      (such other securities thereafter enjoying the rights of shares of Common Stock
      under this Warrant) that such Registered Holder would have owned or have been
      entitled to receive after the happening of such Adjustment Event, had such
      Warrant been exercised immediately prior to the happening of such Adjustment
      Event or any record date with respect thereto.  An adjustment made
      pursuant to this Section 7(a)(i) shall become effective immediately after the
      effective date of such Adjustment Event retroactive to the record date, if
      any,
      for such Adjustment Event.

    


    (ii)           Adjustment
      of Exercise Price.  Whenever the number of Warrant Shares
      purchasable upon the exercise of each Warrant is adjusted pursuant to Section
      7(a)(i), the Exercise Price for each Warrant Share payable upon exercise of
      each
      Warrant shall be adjusted by multiplying such Exercise Price immediately prior
      to such adjustment by a fraction, the numerator of which shall be the number
      of
      shares of Common Stock purchasable upon the exercise of each Warrant immediately
      prior to such adjustment, and the denominator of which
      shall be the number of shares of Common Stock so purchasable immediately
      thereafter.

     

    
      
        Warrant
          Agreement

        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     

    (iii)           Adjustments
      for Consolidation, Merger, Sale of Assets, Reorganization,
      etc.  In case the Company (a) consolidates with or merges into any
      other corporation and is not the continuing or surviving corporation of such
      consolidation of merger, or (b) permits any other corporation to consolidate
      with or merge into the Company and the Company is the continuing or surviving
      corporation but, in connection with such consolidation or merger, the Common
      Stock is changed into or exchanged for stock or other securities of any other
      corporation or cash or any other assets, or (c) transfers all or substantially
      all of its properties and assets to any other corporation, or (d) effects a
      capital reorganization or reclassification of the capital stock of the Company
      in such a way that holders of Common Stock shall be entitled to receive stock,
      securities, cash and/or assets with respect to or in exchange for Common Stock,
      then, and in each such case, proper provision shall be made so that, upon the
      basis and upon the terms and in the manner provided in this subsection
      7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any
      time
      after the consummation of such consolidation, merger, transfer, reorganization
      or reclassification, shall be entitled to receive (at the aggregate Exercise
      Price in effect for all shares of Common Stock issuable upon such exercise
      immediately prior to such consummation as adjusted to the time of such
      transaction), in lieu of shares of Common Stock issuable upon such exercise
      prior to such consummation, the stock and other securities, cash and/or assets
      to which such holder would have been entitled upon such consummation if the
      Registered Holder had so exercised this Warrant immediately prior thereto
      (subject to adjustments subsequent to such corporate action as nearly equivalent
      as possible to the adjustments provided for in this Section).

    


    (iv)              Pro
      Rata Distributions. If the Company, at any time while this Warrant is
      outstanding, distributes to all holders of Common Stock (and not to the
      Registered Holder) evidences of its indebtedness or assets (including cash and
      cash dividends) or rights or warrants to subscribe for or purchase any security,
      then in each such case the Exercise Price shall be adjusted by multiplying
      such
      Exercise Price in effect immediately prior to the record date fixed for
      determination of stockholders entitled to receive such distribution by a
      fraction of which the denominator shall be the VWAP determined as of the record
      date mentioned above, and of which the numerator shall be such VWAP on such
      record date less the then fair market value at such record date of the portion
      of such assets or evidence of indebtedness so distributed applicable to one
      outstanding share of the Common Stock as determined by the Board of Directors
      of
      the Company in good faith; provided, however, that the adoption of any so-called
      “poison pill” by the Company will not trigger any adjustment hereunder, but upon
      the exercise of the Warrant, any rights that attach to the Common Stock under
      any such “poison pill” shall attach to the Warrant Shares issued upon exercise
      of this Warrant.  In either case the adjustments shall be described in
      a statement delivered to the Registered Holder describing the portion of assets
      or evidences of indebtedness so distributed or such subscription rights
      applicable to one share of Common Stock.  Such adjustment shall be
      made whenever any such distribution is made and shall become effective
      immediately after the record date mentioned above.

    


    (iv)           De
      Minimis Adjustments.  No adjustment in the Exercise Price and
      number of Warrant Shares purchasable hereunder shall be required unless such
      adjustment would require an increase or decrease of at least $0.02 in the
      Exercise Price; provided, however, that any adjustments which by reason of
      this
      Section 7(a)(iv) are not required to be made shall be carried forward and taken
      into account in any subsequent adjustment.  All calculations shall be
      made to the nearest full share.

     

    
      
        Warrant
          Agreement

        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    

     

    (b)           Notice
      of Adjustment.  Whenever the number of Warrant Shares purchasable
      upon the exercise of each Warrant or the Exercise Price is adjusted, as herein
      provided, the Company shall promptly notify the Registered Holder in writing
      (such writing referred to as an “Adjustment Notice”) of such adjustment or
      adjustments and shall deliver to such Registered Holder a statement setting
      forth the number of shares of Common Stock purchasable upon the exercise of
      each
      Warrant and the Exercise Price after such adjustment, setting forth a brief
      statement of the facts requiring such adjustment and setting forth the
      computation by which such adjustment was made.

    


    (c)           Other
      Notices.  In case at any time:

    


    (i) 
                 the Company
      shall declare any cash dividend on its Common Stock;

    


    (ii)
                 the Company
      shall pay any dividend payable in stock upon its Common Stock or make any
      distribution (other than regular cash dividends) to the holders of its Common
      Stock;

    


    (iii)           the
      Company shall offer for subscription pro rata to all of the holders of
      its Common Stock any additional shares of stock of any class or other
      rights;

     

    (iv)           the
      Company shall authorize the distribution to all holders of its Common Stock
      of
      evidences of its indebtedness or assets (other than cash dividends or cash
      distributions payable out of earnings or earned surplus or dividends payable
      in
      Common Stock);

    


    (v)           there
      shall be any capital reorganization, or reclassification of the capital stock
      of
      the Company, or consolidation or merger of the Company with another corporation
      (other than a subsidiary of the Company in which the Company is the surviving
      or
      continuing corporation and no change occurs in the Company’s Common Stock), or
      sale of all or substantially all of its assets to another corporation;
      or

    


    (vi)          there
      shall be a voluntary or involuntary dissolution, liquidation, bankruptcy,
      assignment for the benefit of creditors, or winding up of the
      Company;

    


    then,
      in
      any one or more of said cases the Company shall give written notice, addressed
      to the Registered Holder at the address of such Registered Holder as shown
      on
      the books of the Company, of (1) the date on which the books of the Company
      shall close or a record shall be taken for such dividend, distribution or
      subscription rights, or (2) the date (or, if not then known, a reasonable
      approximation thereof by the Company) on which such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation,
      bankruptcy, assignment for the benefit of creditors, winding up or other action,
      as the case may be, shall take place.  Such notice shall also specify
      (or, if not then known, reasonably approximate) the date as of which the holders
      of Common Stock of record shall participate in such dividend, distribution
      or
      subscription rights, or shall be entitled to exchange their Common Stock for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation,
      bankruptcy, assignment for the benefit of creditors, winding up, or other
      action, as the case may be.  Such written notice shall be given
      (except as to any bankruptcy proceeding) at least five (5) days prior to the
      action in question and not less than five (5) days prior to the record date
      or
      the date on which the Company’s transfer books are closed in respect
      thereto.  Such notice shall also state that the action in question or
      the record date is subject to the effectiveness of a registration statement
      under the 1933 Act, or to a favorable vote of stockholders, if either is
      required.

     

    
      
        Warrant
          Agreement

        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

     

    (d)           Statement
      on Warrants.  The form of this Warrant need not be changed because
      of any change in the Exercise Price or in the number or kind of shares
      purchasable upon the exercise of a Warrant.  However, the Company may
      at any time in its sole discretion make any change in the form of the Warrant
      that it may deem appropriate and that does not affect the substance thereof
      and
      any Warrant thereafter issued, whether in exchange or substitution for any
      outstanding Warrant or otherwise, may be in the form so changed.

    


    (e)           Fractional
      Interest.  The Company shall not be required to issue fractional
      Warrant Shares on the exercise of the Warrants.  The number of full
      Warrant Shares which shall be issuable upon such exercise shall be computed
      on
      the basis of the aggregate number of whole shares of Common Stock purchasable
      on
      the exercise of the Warrants so presented.  If any fraction of a share
      of Common Stock would, except for the provisions of this Section 7(e) be
      issuable on the exercise of the Warrants (or specified proportion thereof),
      the
      Company shall pay an amount in cash calculated by it to be equal to the then
      fair value of one share of Common Stock, as determined by the Board of Directors
      of the Company in good faith, multiplied by such fraction computed to the
      nearest whole cent.

    


    Section
      8.    No
      Rights or Liabilities as a Stockholder.  The Registered
      Holder shall not be entitled to vote or be deemed the holder of Common Stock
      or
      any other securities of the Company which may at any time be issuable on the
      exercise hereof, nor shall anything contained herein be construed to confer
      upon
      the holder of this Warrant, as such, the rights of a stockholder of the Company
      or the right to vote for the election of directors or upon any matter submitted
      to stockholders at any meeting thereof, or give or withhold consent to any
      corporate action or to receive notice of meetings or other actions affecting
      stockholders (except as provided herein), or to receive dividends or
      subscription rights or otherwise, until the Date of Exercise shall have
      occurred.  No provision of this Warrant, in the absence of affirmative
      action by the Registered Holder hereof to purchase shares of Common Stock,
      and
      no mere enumeration herein of the rights and privileges of the Registered
      Holder, shall give rise to any liability of such holder for the Exercise Price
      or as a stockholder of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.

     

    
      
        Warrant
          Agreement

        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    

     

    Section
      9.    Transfer
      Restrictions; Registration of the Warrant and Warrant
      Shares.

    


    (a)           Neither
      the Warrant nor the Warrant Shares have been registered under the 1933
      Act.  The Registered Holder, by acceptance hereof, represents that it
      is acquiring this Warrant to be issued to it for its own account and not with
      a
      view to the distribution thereof, and agrees not to sell, transfer, pledge
      or
      hypothecate this Warrant, any purchase rights evidenced hereby or any Warrant
      Shares unless a registration statement is effective for this Warrant or the
      Warrant Shares under the 1933 Act, or in the opinion of such Registered Holder’s
      counsel reasonably satisfactory to the Company, a copy of which opinion shall
      be
      delivered to the Company, such registration is not required as some other
      exemption from the registration requirement of the 1933 Act and applicable
      laws
      is available.

    


    (b)           Subject
      to the provisions of the following paragraph of this Section 9, each Certificate
      for Warrant Shares shall be stamped or otherwise imprinted with a legend in
      substantially the following form:

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE
      SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
      SECURITIES UNDER THE 1933 ACT, AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER
      HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT
      AS
      SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
      APPLICABLE LAWS IS AVAILABLE.

    


    (c)           The
      restrictions and requirements set forth in the foregoing paragraph shall apply
      with respect to Warrant Shares unless and until such Warrant Shares are sold
      or
      otherwise transferred pursuant to an effective registration statement under
      the
      1933 Act or are otherwise no longer subject to the restrictions of the 1933
      Act,
      at which time the Company agrees to promptly cause such restrictive legends
      to
      be removed and stop transfer restrictions applicable to such Warrant Shares
      to
      be rescinded.

    


    (d)           The
      Company will use its best efforts to comply with the reporting requirements
      of
      Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the
      “1934 Act”) (whether or not it shall be required to do so pursuant to such
      Sections) and will use its best efforts to comply with all other public
      information reporting requirements of the Securities and Exchange Commission
      (“SEC”) including, without limitation, Rule 144 promulgated under the 1933 Act)
      from time to time in effect and relating to the availability of an exemption
      from the 1933 Act for sale of restricted securities.  The Company also
      will cooperate with the Registered Holder and with each holder of any Warrant
      Shares in supplying such information as may be necessary for any such holders
      to
      complete and file any information reporting forms presently or hereafter
      required by the SEC as a condition to the availability of an exemption from
      the
      1933 Act for the sale of restricted securities.

     

    
      
        Warrant
          Agreement

        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

     

    Section
      10.    Registration
      Rights. The Holder shall have and be entitled to exercise the rights of
      registration granted under the Registration Rights Agreement dated November
      9,
      2007 between the Company and Investor.

    


    Section
      11.    Notices.  All
      notices, requests, demands and other communications relating to this Warrant
      shall be in writing and shall be deemed to have been duly given if delivered
      personally or sent by United States certified or registered first-class mail,
      postage prepaid, return receipt requested, to the parties hereto at the
      following addresses or at such other address as any party hereto shall hereafter
      specify by notice to the other party hereto:

    


    (a)           If
      to the Registered Holder of this Warrant or the holder of the Warrant Shares,
      addressed to the address of such Registered Holder or holder as set forth on
      books of the Company or otherwise furnished by the Registered Holder or holder
      to the Company.

    


    (b)           If
      to the Company, addressed to:

    


    Petrosearch
      Energy Corporation

    675
      Bering Drive, Suite 200

    Houston,
      Texas 77057

    Attn:
      President

    


    Section
      12.    Binding
      Effect.  This Warrant shall be binding upon and inure to the
      sole and exclusive benefit of the Company, its successors and assigns, and
      the
      holder or holders from time to time of this Warrant and the Warrant
      Shares.

    


    Section
      13.    Survival
      of Rights and Duties.  This Warrant shall terminate and be of
      no further force and effect on the earlier of (i) 5:00 p.m., Central Standard
      Time, on the Expiration Date and (ii) the date on which this Warrant and all
      purchase rights evidenced hereby have been exercised, except that the provisions
      of Sections 4, 6(c), 10 and 11 hereof shall continue in full force and effect
      after such termination date.

    


    Section
      14.    Governing
      Law.  This Warrant shall be construed in accordance with and
      governed by the laws of the State of Texas.

    


    Section
      15.    Section
      Headings.  The Section headings in this Warrant are for
      purposes of convenience only and shall not constitute a part
      hereof.

    


    


    [SIGNATURES
      APPEAR ON THE FOLLOWING PAGE.]

     

     

    
      
        Warrant
          Agreement

        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed under its
      corporate seal by its officers thereunto duly authorized as of the date
      hereof.

    


    


    
      	 	
              PETROSEARCH
                ENERGY CORPORATION

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By: 
                

            	
               
                

            
	 	 	
               Richard
                D. Dole, President and CEO

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
               
                

            
	 	 	
               David
                Collins, Vice President and CFO

            


    

     

    
      
        Signature
          Page to Warrant

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF ELECTION TO PURCHASE

    


    


    (To
      Be
      Executed Upon Exercise of this Warrant)

    


    To
      Petrosearch Energy Corporation:

    


    The
      undersigned, the record holder of this Warrant (Warrant No. _____), hereby
      irrevocably elects to exercise the right, represented by this Warrant, to
      purchase ___________ of the Warrant Shares and herewith and hereby tenders
      payment for such Warrant Shares to the order of Petrosearch Energy Corporation
      of $_________ representing the full purchase price for such shares at the price
      per share provided for in such Warrant and the delivery of any applicable taxes
      payable by the undersigned pursuant to such Warrant.

    


    The
      undersigned requests that
      certificates for such shares be issued in the name of:

    


    
      	
               
                

            	 	 
	 	 	 
	 	 	 
	
               
                

            	 	 
	
               
                

            	 	 
	
               
                

            	 	
                
                

            
	
              (Please
                print name and address)

            	 	
              Social
                Security or Tax Identification No.

            


    

    


    In
      the event that not all of the
      purchase rights represented by the Warrant are exercised, a new Warrant,
      substantially identical to the attached Warrant, representing the rights
      formerly represented by the attached Warrant which have not been exercised,
      shall be issued in the name of and delivered to:

    


    
      	
               
                

            	 	 	 
	
               
                

            	 	 	 
	
               
                

            	 	
                
                

            
	
              (Please
                print name and address)

            	 	
              Social
                Security or Tax Identification No.

            
	 	 	 	 
	
              Dated:  
                

            	 	 	 	 	
              Name
                of Holder (Print): 

            
	 	 	 	 	 	 	 
	 	 	
              By:

            	
                
                

            
	 	 	
              (Name): 
                

            	
                
                

            
	 	 	
              (Title):

            	
                
                

            


    

     

    
      
        Form
          of Election to Purchase

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF ASSIGNMENT

    


    FOR
      VALUE RECEIVED, ________________
      hereby sells, assigns and transfers to each assignee set forth below all of
      the
      rights of the undersigned under the attached Warrant (Warrant No. ___) with
      respect to the number of shares of Common Stock covered thereby set forth
      opposite the name of such assignee unto:

    


    
      	
              Name
                of Assignee

            	
              Address

            	
              Number
                of Shares of

            
	 	 	
               
                Of Common Stock

            


    

    


    


    


    If
      the total of said purchase rights
      represented by the Warrant shall not be assigned, the undersigned requests
      that
      a new Warrant Certificate evidencing the purchase rights not so assigned be
      issued in the name of and delivered to the undersigned.

    


    


    
      	
              Dated: 
                

            	
               
                

            	 	
              Name
                of Holder (Print):  

            	
               
                

            	 
	 	 	 	 	 	 


    

    


    


    
      	 	 	 
	 	
               
                

            	 
	 	
              (Signature
                of Holder)