VOTING AGREEMENTEscrow Agreement • November 20th, 2006 • VNG Acquisition Inc. • Wholesale-chemicals & allied products • New York
VOTING AGREEMENT, dated as of November 13, 2006 (this “Agreement”), among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), VNG Acquisition LLC, a Delaware limited liability company (the “Buyer”), and Valley National Gases Incorporated, a Pennsylvania corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
JOINT FILING AGREEMENTJoint Filing Agreement • November 20th, 2006 • VNG Acquisition Inc. • Wholesale-chemicals & allied products
In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of us of a Schedule 13D relating to the common stock of Valley National Gases Incorporated, a Pennsylvania corporation, and that any subsequent amendments thereto filed by any of us will be filed on behalf of each of us. This Agreement may be included as an exhibit to such joint filing.
