Exhibit 99.6
VAALCO Energy, Inc.
0000 Xxxx Xxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
July 30, 1998
Xxxxxxx X. Xxxxxxxxx
c/o Xx. Xxxx X. Xxxxx
Xxxxx, Xxxxx & Xxxxxx Incorporated
Nine Greenway Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Re: Stock Purchase Warrants
Dear Xxxx:
In connection with certain stock purchase warrants ("Warrants") issued to
you, effective as of September 1, 1996, to purchase up to 1 million shares of
common stock ("Common Stock") of VAALCO Energy, Inc. (the "Company"), set forth
below is a summary of certain proposed changes to be made to the terms of the
Warrants (such Warrants being represented by Warrant Certificates No. W-003, No.
W-004, No. W-005 and No. W-006). Subject to your agreement to the terms set
forth below, the Common Stock issuable upon exercise of the Warrants will be
included in the Company's Registration Statement on Form S-3 (Reg. No.
333-59095), the final version of which will be filed with the Securities and
Exchange Commission on July 29, 1998. Capitalized terms used below are as
defined in the Warrants.
1. The Exercise Period for the Warrants shall be extended to 5:00 p.m.,
Houston, Texas time, on September 1, 2003.
2. Holder cannot sell into the public market more then 50,000 shares of
Common Stock per calendar quarter on a cumulative basis such that if and to
the extent Holder sells less than 50,000 shares of Common Stock in any
calendar quarter, the number of shares Holder may sell in any subsequent
quarter shall be increased by such amount (subject to decrease in the event
Holder sells more than 50,000 shares in any calendar quarter).
3. Xxxxxx agrees not to effect any sale or distribution of the Common Stock
issuable upon exercise of the Warrants if and to the extent that management
of the Company agrees, pursuant to an underwriting agreement or otherwise,
not to effect any sale or distribution of Common Stock.
4. Commencing two years from the date hereof until the Warrants expire or are
otherwise terminated, upon the written request of Holder, the Company shall
effect the registration of the Common Stock issuable upon exercise of the
Warrants ("Demand Registration").
Xxxxxxx X. Xxxxxxxxx
c/o Xx. Xxxx X. Xxxxx
July 30, 1998
Page 2
All expenses of the Demand Registration shall be payable by Holder
subject to a limit of $25,000. The Company shall only be required to
provide one effective Demand Registration. Such Demand Registration shall
be subject to standard hold-back rights of the Company in the event that
the Company determines in its sole discretion that the Demand
Registration would interfere with or require public disclosure of certain
transactions undertaken or affecting the Company or any of its
subsidiaries.
5. If the Company proposes to file a registration statement with respect to
certain offerings of any class of equity security for each, Holder shall
be permitted to include shares of Common Stock issuable upon exercise of
the Warrants in such registration statement provided that the Company or
any underwriter, in their sole discretion, shall have the right to reduce
the number of shares of Common Stock offered for the account of Holder
if, because of the size of the offering, the inclusion of such shares
might reasonably be expected to jeopardize the success of the offering.
6. The provisions of Section 9.1(d) of each Warrant shall be deleted and of
no effect on either a retroactive or going-forward basis. The Warrant
Price shall be the Warrant Price originally set forth in Section 3 of
each Warrant subject, on a going-forward basis from the date of this
letter agreement, to the effect of the remaining anti-dilution provisions
contained therein.
7. The provisions of Section 5 of the Warrant shall be deleted so that
Holder may transfer the Warrants and his corresponding registration
rights without the Company's consent.
If the above terms are acceptable to you, please sign and date in the
spaces provided below and return this letter to the undersigned by fax at (713)
000-0000.
Very truly yours,
/s/ Xxxxxx X. Xxxxx XXX
Xxxxxx X. Xxxxx XXX
ACCEPTED and AGREED this
31st day of July, 1998
/s/ Xxxxxxx X. Xxxxxxxxx XXX
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Xxxxxxx X. Xxxxxxxxx XXX
