JOINT
FILING AND SOLICITATION AGREEMENT
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of VAALCO
Energy, Inc., a Delaware corporation (“VAALCO” or the “Company”);
and
WHEREAS,
Nanes Delorme Partners I LP, a Delaware limited partnership (“Nanes Delorme
Partners”), Nanes Balkany Partners LLC, a Delaware limited liability company and
the general partner of Nanes Delorme Partners (“Nanes Balkany Partners”), Nanes
Balkany Management LLC, a Delaware limited liability company and the investment
manager of Nanes Delorme Partners (“Nanes Balkany Management”), Julien Balkany
(“Mr. Balkany”), Daryl Nanes (“Mr. Nanes” and, together with Nanes Delorme
Partners, Nanes Balkany Partners, Nanes Balkany Management and Mr. Balkany, the
“Nanes Balkany Group”), Leonard Toboroff and Clarence Cottman III wish to form a
group for the purpose of (i) soliciting proxies or written consents to elect
Messrs. Balkany, Toboroff and Cottman (the “Nominees”), or any other person
designated by Nanes Delorme Partners, as directors of VAALCO, (ii) taking such
other actions as the parties deem advisable and (iii) taking all other action
necessary or advisable to achieve the foregoing.
NOW, IT
IS AGREED, this 11th day of April 2008 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, each of the undersigned (collectively, the “Group”) agrees to the
joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of VAALCO. Each member of the Group shall
be responsible for the accuracy and completeness of his/its own disclosure
therein, and is not responsible for the accuracy and completeness of the
information concerning the other members, unless such member knows or has reason
to know that such information is inaccurate.
2. So
long as this agreement is in effect, each of the undersigned shall provide
written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”)
of (i) any of their purchases or sales of securities of VAALCO; or (ii) any
securities of VAALCO over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each
of the undersigned agrees to work together for the purpose of (i) soliciting
proxies or written consents to elect the Nominees or any other person designated
by Nanes Delorme Partners as directors of VAALCO, (ii) taking such other actions
as the parties deem advisable, and (iii) taking all other action necessary or
advisable to achieve the foregoing.
4. Nanes
Delorme Partners shall have the right to pre-approve all expenses incurred in
connection with the Group’s activities and agrees to pay directly all such
expenses.
5. Each
of the undersigned agrees that any SEC filing, press release or stockholder
communication proposed to be made or issued by the parties hereto in connection
with the Group’s activities set forth in Section 3 shall be first approved by
Nanes Delorme Partners, or their respective representatives, which approval
shall not be unreasonably withheld.
6. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party’s right to
purchase or sell securities of VAALCO, as he/it deems appropriate, in his/its
sole discretion, provided that all such sales are made in compliance with all
applicable securities laws.
7. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same
instrument, which may be sufficiently evidenced by one counterpart.
8. Any
notice, direction or other instrument required or permitted to be given to any
party hereunder shall be in writing and shall be sufficiently given if delivered
personally, if sent by fax and mailed within 24 hours, if sent by certified
prepaid mail or overnight courier service, to:
Any
member of the Nanes Balkany Group:
Nanes
Delorme Partners I LP
230 Park
Avenue, 7th
Floor
New York,
New York, 10169
Attn:
Julien Balkany
or
if to Messrs. Toboroff or Cottman, to the respective address set forth on the
signature pages hereto.
9. In
the event of any dispute arising out of the provisions of this Agreement, the
parties hereto consent and submit to the exclusive jurisdiction of the Federal
and State Courts in the State of New York.
10. Any
party hereto may terminate his obligations under this Agreement at any time on
24 hours’ written notice to all other parties, with a copy by fax to Adam
Finerman at Olshan, Fax No. (212) 451-2222.
11. Each
party acknowledges that Olshan shall act as counsel for both the Group and Nanes
Delorme Partners.
[Signature
page on next page]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
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NANES
DELORME PARTNERS I LP
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By:
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Nanes
Balkany Partners LLC
General
Partner
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By:
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Name:
Daryl Nanes
Title: Managing
Member
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NANES
BALKANY PARTNERS LLC
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By:
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Name:
Daryl Nanes
Title: Managing
Member
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NANES
BALKANY MANAGEMENT LLC
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By:
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Name:
Daryl Nanes
Title: Managing
Member
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LEONARD
TOBOROFF
153
East 53rd Street, 59th Floor
New
York, NY 10021
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CLARENCE
COTTMAN III
1135
Eugenia Place, Suite C
Carpinteria,
California 93013
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