POWER
OF ATTORNEY
Know all
by these presents, that the undersigned hereby constitutes and appoints Julien Balkany and Daryl Nanes, or either of
them, the undersigned’s true and lawful attorney-in-fact to take any and all
action in connection with the investment by Nanes Delorme Partners I LP, the
undersigned or any of their affiliates in the securities of VAALCO Energy, Inc.
(“VAALCO”), including, without limitation, (i) relating to the formation of a
Group (as defined below) whose members include Nanes Delorme Partners I LP,
Nanes Balkany Partners LLC, Nanes Balkany Management LLC, Julien Balkany, Daryl
Nanes, Leonard Toboroff and the undersigned, (ii) all filings on Schedule 13D
(as defined below) to the extent required under applicable law, (iii) all
filings on Forms 3, 4 and 5 (as defined below) to the extent required under
applicable law, (iv) any solicitation of proxies or written consents in support
of the election of directors of VAALCO or other proposal(s) and (v) all other
matters related, directly or indirectly, to VAALCO (together, the
“Investment”). Such action shall include, but not be limited
to:
1. executing
for and on behalf of the undersigned all Schedules 13D (“Schedule 13D”) required
to be filed under Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules thereunder in connection with the
Investment;
2. executing
for and on behalf of the undersigned all Forms 3, 4 and 5 (“Forms 3, 4 and 5”)
required to be filed under Section 16(a) of the Exchange Act and the rules
thereunder in connection with the Investment;
3. executing
for and on behalf of the undersigned all Joint Filing and Solicitation
Agreements or similar documents pursuant to which the undersigned shall agree to
be a member of a group, as contemplated by Rule 13d-1(k) promulgated under the
Exchange Act (a “Group”), in connection with the Investment;
4. performing
any and all acts for and on behalf of the undersigned that may be necessary or
desirable to complete and execute any such document, complete and execute any
amendment or amendments thereto, and timely file such form with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and
5. taking
any other action of any type whatsoever in connection with the Investment which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with Section
13(d), Section 16 or Section 14 of the Exchange Act.
This
Power of Attorney shall remain in full force and effect until December 31, 2008
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of April, 2008.
POWER
OF ATTORNEY
Know all
by these presents, that the undersigned hereby constitutes and appoints Julien Balkany and Daryl Nanes, or either of
them, the undersigned’s true and lawful attorney-in-fact to take any and all
action in connection with the investment by Nanes Delorme Partners I LP, the
undersigned or any of their affiliates in the securities of VAALCO Energy, Inc.
(“VAALCO”), including, without limitation, (i) relating to the formation of a
Group (as defined below) whose members include Nanes Delorme Partners I LP,
Nanes Balkany Partners LLC, Nanes Balkany Management LLC, Julien Balkany, Daryl
Nanes, Clarence Cottman III and the undersigned, (ii) all filings on Schedule
13D (as defined below) to the extent required under applicable law, (iii) all
filings on Forms 3, 4 and 5 (as defined below) to the extent required under
applicable law, (iv) any solicitation of proxies or written consents in support
of the election of directors of VAALCO or other proposal(s) and (v) all other
matters related, directly or indirectly, to VAALCO (together, the
“Investment”). Such action shall include, but not be limited
to:
1. executing
for and on behalf of the undersigned all Schedules 13D (“Schedule 13D”) required
to be filed under Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules thereunder in connection with the
Investment;
2. executing
for and on behalf of the undersigned all Forms 3, 4 and 5 (“Forms 3, 4 and 5”)
required to be filed under Section 16(a) of the Exchange Act and the rules
thereunder in connection with the Investment;
3. executing
for and on behalf of the undersigned all Joint Filing and Solicitation
Agreements or similar documents pursuant to which the undersigned shall agree to
be a member of a group, as contemplated by Rule 13d-1(k) promulgated under the
Exchange Act (a “Group”), in connection with the Investment;
4. performing
any and all acts for and on behalf of the undersigned that may be necessary or
desirable to complete and execute any such document, complete and execute any
amendment or amendments thereto, and timely file such form with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and
5. taking
any other action of any type whatsoever in connection with the Investment which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with Section
13(d), Section 16 or Section 14 of the Exchange Act.
This
Power of Attorney shall remain in full force and effect until December 31, 2008
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of April, 2008.