EXHIBIT 10.3
SUBSCRIPTION AGREEMENT
VAALCO International, Inc.
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Ladies and Gentlemen:
This subscription agreement (this "Agreement") is intended to set forth
certain agreements of the undersigned (the "Stockholder") and VAALCO
International, Inc., a Delaware corporation (the "Company"), with respect to the
offering for sale by the Company of shares of common stock, par value $.001 per
share (the "Common Stock").
1. Subscription. Subject to the terms and conditions hereof, the
Stockholder, hereby irrevocably subscribes for and agrees to purchase 10,000
shares of Common Stock (collectively, the "Shares") for the sum of $3,291,315 in
cash on or before December 31, 2002.
2. Acceptance of Subscription: Delivery of Shares. The Stockholder
understands and agrees that this subscription is made subject to the following
terms and conditions:
(a) The subscription for the Shares shall be deemed to be accepted
only when this Subscription Agreement has been accepted in writing by the
Company;
(b) The Shares to be issued and delivered on account of this
subscription will be issued in the name of, and delivered to, the Stockholder or
its assignee, and the Stockholder agrees to comply with the terms of this
Agreement; and
3. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of Texas, notwithstanding principles of conflicts of laws.
(b) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof, and may be amended only by a
writing executed by all parties hereto.
(c) This Agreement and the terms and conditions contained herein shall
be binding upon the heirs, executors, legal representatives, administrators,
successors and permitted assigns of the Stockholder. The rights, interests or
obligations of the Stockholder under this Agreement may be assigned or otherwise
transferred with the prior written consent of the Company.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
, 2002.
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VAALCO ENERGY, INC.
The Company hereby accepts the foregoing subscription subject to the terms and
conditions hereof as of , 2002.
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VAALCO INTERNATIONAL, INC.
By:
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Name:
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Title:
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