Exhibit
99.5
Irrevocable
Proxy
The
undersigned stockholder of Magellan Petroleum Corporation, a Delaware
corporation (the “Company”), hereby irrevocably (to the fullest extent permitted
by law) appoints Jonah Meer, Esq. the attorney and proxy of the undersigned
with
full power of substitution and resubstitution, to the full extent of the
undersigned’s rights with respect to (i) the outstanding shares of Company
common stock owned of record by the undersigned as of the date of this proxy,
and (ii) any and all other shares of Company common stock or other securities
which the undersigned may acquire on or after the date hereof. The shares of
the
Company Common Stock referred to in clauses (i) and (ii) of the immediately
preceding sentence are collectively referred to in this proxy as the “Shares”.
Upon the execution hereof, any prior proxies given by the undersigned with
respect to any of the Shares are hereby revoked and the undersigned agrees
that
no subsequent proxies will be given with respect to any of the
Shares.
This
proxy is irrevocable and is coupled with an interest. This proxy shall remain
in
full force and effect to the fullest extent permitted by law.
The
attorney and proxy named above will be empowered, and may exercise this proxy,
to vote the Shares at any meeting of the stockholders of the Company, however
called, and in any action by written consent of the stockholders of the
Company.
This
proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of the undersigned, including any
transferee of any of the Shares. If any provision of this proxy or any part
of
any such provision is held under any circumstances to be invalid or
unenforceable in any jurisdiction, then (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to
the
fullest extent possible, (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction and (c)
the
invalidity or unenforceability of such provision or part thereof under such
circumstances and in such jurisdiction shall not affect the validity or
enforceability of the remainder of such provision or the validity or
enforceability of any provision of this proxy. Each provision of this proxy
is
separable from every other provision of this proxy, and each part of each
provision of this proxy is separable from every other part of such
provision.
IN
WITNESS WHEREOF, the undersigned has executed this irrevocable proxy as of
the
10th day of March, 2008.
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LANGSTON COMPANY HOLDING LTD. |
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By: |
/s/
Hemda Artzi |
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By:
Hemda Artzi |
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Title:
President |