FIRST AMENDMENT
TO
STOCK ACQUISITION AGREEMENT
AND
PLAN OF REORGANIZATION
WHEREAS, VAALCO Energy, Inc. ("Vaalco"), The 1818 Fund II, L.P. (the
"Fund") and 1818 Oil Corp. (the "Company") have entered into a Stock Acquisition
Agreement and Plan of Reorganization dated as of February 17, 1998 (the
"Agreement"); and
WHEREAS, the parties to the Agreement desire to amend the Agreement
in certain respects as further set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The first sentence of Section 2.1 of the Agreement shall be revised
to read:
"Subject to the terms and conditions herein set forth, (i) Vaalco
agrees that it will acquire, and the Fund agrees to transfer to
Vaalco, 229 shares of the common stock, $.01 par value (the "Company
Shares"), of the Company, and (ii) the Fund agrees to acquire shares
(the "Vaalco Common Shares") of common stock of Vaalco, $0.10 par
value ("Vaalco Common Stock") in an aggregate amount of $7,000,000."
2. The first sentence of Section 8.3(1) of the Agreement shall be
revised to read:
"Vaalco shall have arranged for the sale of Vaalco Common Stock
simultaneously with (or prior to) the Closing for an aggregate
consideration in an amount not less than $2,200,000, with the
closing of such sale to occur on the same date as (or prior to) the
Closing and the proceeds of such sale to be transferred to Vaalco
simultaneously with the closing at such sale; provided, that the sum
of (x) the placement agent fees incurred in connection with such
sale and (y) the amounts payable to Vaalco in respect of any and all
related costs and expenses with respect to such sale (including
without limitation, the disbursements of the placement agent and all
legal, accounting and printing expenses required to be paid by
Vaalco) shall in no event be in excess of $1.1 million."
2
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.
VAALCO ENERGY, INC.
By:/s/ Xxxxxx X. Xxxxx III
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Xxxxxx X. Xxxxx III
Chief Executive Officer
THE 1818 FUND II, L.P.
By: Xxxxx Brothers Xxxxxxxx & Co.
general partner
By:/s/ T. Xxxxxxx Xxxx
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1818 OIL CORP.
By:/s/ T. Xxxxxxx Xxxx
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