Exhibit 4.1


 


WARRANT
AGREEMENT


 


This Warrant Agreement (the “Agreement”) made as of June 12, 2008,
between Vantage Drilling Company, a Cayman Islands exempted company, with its
registered office at c/o Maples Corporate Services Limited, PO Box 309,
Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation, with offices at 17 Battery Place, New
York, New York 10004 (the “Warrant Agent”).


 


WHEREAS, in connection with the Company’s
acquisition agreement with F3 Capital for ordinary shares of Offshore Group
Investment Limited and merger agreement with Vantage Energy Services, Inc.,
a Delaware corporation (“Vantage”), the Company is offering (the “Offering”) to exchange units of the Company
(the “Units”), for units of
Vantage with substantially identical terms;


 


WHEREAS, each Unit consists of one ordinary
share, par value $.001 per share, of the Company (the “Common Stock”) and one warrant exercisable
for one share of Common Stock (the “Warrants”);


 


WHEREAS, the Company has filed, with the
Securities and Exchange Commission (the “Commission”),
a registration statement, No. 333-147797, on Form S-4 (the “Registration Statement”) for the
registration, under the Securities Act of 1933, as amended (the “Act”), of the Units, Common Stock and
Warrants included in the Units and the Common Stock issuable upon exercise of
the Warrants;


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so
act, in connection with the issuance, registration, transfer, exchange,
redemption, exercise and cancellation of the Warrants;


 


WHEREAS, the Company desires to provide for
the form and provisions of the Warrants, the terms upon which they shall be
issued and exercised, and the respective rights, limitation of rights and
immunities of the Company, the Warrant Agent and the holders of the Warrants;
and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf
of the Company and countersigned by or on behalf of the Warrant Agent, as
provided herein, the legally valid and binding obligations of the Company, and
to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1.  Appointment of Warrant Agent.  The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.


 


2.  Warrants.


 


2.1  Form of
Warrant.  Each Warrant shall
be issued in registered form only, shall be in substantially the form of
Warrant attached hereto as Exhibit A,
the provisions of which are incorporated herein, and shall be signed by, or
bear the facsimile signature of, (i) the Chairman of the Board, the Chief
Executive Officer or the President, and (ii) the Treasurer, Secretary or
Assistant Secretary of the Company, and shall bear a facsimile of the Company’s
seal. In the event the person whose facsimile signature has been placed upon
any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the
same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2  Effect of
Countersignature.  Unless and
until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a
Warrant shall be invalid and of no effect and may not be exercised by the
holder thereof.


 

















 


2.3  Registration.


 


2.3.1  Warrant Register.The Warrant Agent shall
maintain books (“Warrant Register”),
for the registration of the original issuance and registration of transfers of
the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company.


 


2.3.2  Registered Holder.Prior to due presentment
for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant shall be registered
upon the Warrant Register (“registered holder”),
as the absolute owner of such Warrant and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on the warrant
certificate made by anyone other than the Company or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


 


2.4  Intentionally Left Blank


 


2.5  The Private
Warrants and Representative’s Warrants.  The Warrants issued by Vantage to Deutsche
Bank Securities, Inc. (the “Representative”)
or its designees (the “Representatives
Warrants”) shall have the same terms and be in the same form as the
Warrants except (i) with respect to the Warrant Price as set forth below
in Section 3.1 hereof and (ii) the Representative’s Warrants may be
exercised on cashless basis. The Warrants issued by Vantage to the founders of
Vantage (the “Private Warrants”)
shall have the same terms and be in the same form as the Warrants issued by
Vantage in its initial public offering except (i) with respect to the
restrictions on transferability pursuant to Section 5.6 of that certain
securities escrow agreement (the “Escrow
Agreement”) of even date herewith and (ii) the Private Warrants
are not subject to redemption as set forth in Section 6.5 hereof.


 


3.  Terms and Exercise of Warrants.


 


3.1  Warrant
Price.  Each Warrant shall,
when countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Warrant and of this Agreement, to subscribe
for the Company the number of shares of Common Stock stated therein, at a
subscription price of $6.00 per whole share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1.
Each Representative’s Warrant shall, when countersigned by the Warrant Agent,
entitle the registered holder thereof, subject to the provisions of such
Representative’s Warrant and of this Agreement, to subscribe for the Company
the number of shares of Common Stock stated therein, at a subscription price of
$7.20 per whole share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
refers to the price per share at which Common Stock may be purchased at the
time a Warrant is exercised. The Company, in its sole discretion, may lower the
Warrant Price at any time prior to the Expiration Date (as defined below);
provided, however, that any change in the Warrant Price must apply equally to
all of the Warrants, except that any amendment to the term of the
Representative’s Warrants shall be subject to any limitations and conditions
that may be imposed by NASD Corporate Finance Rule 2710, and provided
further that any reduction in Warrant Price shall remain in effect for at least
twenty (20) business days.


 


3.2  Duration of
Warrants.  Except as set forth
in this Section 3.2, a Warrant may be exercised at any time prior to 5:00 p.m.,
New York City time, on the earlier to occur of (i) May 24 2011 and (ii) the
date fixed for redemption of the Warrants as provided in Section 6 of this
Agreement (“Expiration Date”).
Notwithstanding the foregoing, the Private Warrants (i) may not be sold or


 


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otherwise transferred until June 12, 2009 and
(ii) will not be subject to redemption so long as they are held by the
founders. Except with respect to the right to receive the Redemption Price (as
set forth in Section 6 hereunder), each Warrant not exercised on or before
the Expiration Date shall become void, and all rights thereunder and all rights
in respect thereof under this Agreement shall cease at the close of business on
the Expiration Date. The Company, in its sole discretion, may extend the
duration of the Warrants by delaying the Expiration Date; provided, however,
that any such extension of the duration of the Warrants shall apply equally to
all of the Warrants, except that any amendment to the terms of the
Representative’s Warrants shall be subject to any limitations and conditions
that may be imposed by NASD Corporate Finance Rule 2710. Should the
Company wish to extend the Expiration Date of the Warrants, the Company shall
provide at least twenty (20) days advance notice to the American Stock
Exchange of such extension.


 


Notwithstanding the foregoing, a Warrant can
expire unexercised regardless of whether a registration statement is current
under the Act with respect to the Common Stock issuable upon exercise of the
Warrants.


 


3.3  Exercise of Warrants.


 


3.3.1  Payment.   Subject to the provisions of the Warrant and
this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in
the Borough of Manhattan, City and State of New York, with the subscription
form, as set forth in the Warrant, duly executed, and by paying in full, in
lawful money of the United States, in cash, good certified check or good bank
draft payable to the order of the Company (or as otherwise agreed to by the
Company), the Warrant Price for each whole share of Common Stock as to which
the Warrant is exercised and any and all applicable taxes due in connection
with the exercise of the Warrant, the exchange of the Warrant for the Common
Stock, and the issuance of the Common Stock.


 


3.3.2  Issuance of Certificates.   As soon as practicable after the exercise of
any Warrant and the clearance of the funds in payment of the Warrant Price, the
Company shall issue to the registered holder of such Warrant a certificate or
certificates representing the number of full shares of Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and, if such Warrant shall not have been exercised in full,
a new countersigned Warrant for the number of shares as to which such Warrant
shall not have been exercised.


 


3.3.3  Limitations.   Notwithstanding the foregoing, and except
with respect to the Private Warrants, the Company shall not be obligated to
issue any shares of Common Stock pursuant to the exercise of a Warrant and
shall have no obligation to settle the Warrant exercise unless a registration
statement under the Act with respect to the shares of Common Stock underlying a
Warrant is effective and a current Prospectus is on file with the Commission.
Except with respect to the Private Warrants, in the event that a registration
statement with respect to the shares of Common Stock underlying a Warrant is
not effective under the Act or a current Prospectus is not on file with the
Commission, the holder of such Warrant shall not be entitled to exercise such
Warrant. Notwithstanding anything to the contrary in this Agreement, under no
circumstances will the Company be required to net cash settle the exercise of
the Warrants. Warrants may not be exercised by, or shares of Common Stock
underlying the Warrants issued to, any registered holder in any jurisdictions
in which such exercise or issuance would be unlawful. For the avoidance of
doubt, as a result of this Section 3.3.3, any or all of the Warrants may
expire unexercised. In no event shall the registered holder of a Warrant be
entitled to receive any monetary damages if the shares of Common Stock


 


3

















 


underlying the Warrants have not been
registered by the Company pursuant to an effective registration statement or if
a current prospectus is not on file with the Commission, provided the Company
has fulfilled its obligation to use its best efforts to effect such
registration and ensure a current prospectus is on file with the Commission.


 


3.3.4  Valid Issuance.   All shares of Common Stock issued upon the
proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.5  Date of Issuance.   Each person or entity in whose name any
warrant certificate for shares of Common Stock is issued shall, for all
purposes, be deemed to have become the holder of record of such shares on the
date on which the Warrant was exercised and surrendered and payment of the
Warrant Price was made and the name of the person or entity was entered into the
Register of Members of the Company, irrespective of the date of delivery of
such certificate.


 


4.  Adjustments.


 


4.1  Stock
Dividends—Split-Ups.  If,
after the date hereof, and subject to the provisions of Section 4.6 below,
the number of outstanding shares of Common Stock is increased by a stock
dividend payable in shares of Common Stock, or by a split-up of shares of
Common Stock, or other similar event, then, on the effective date of such stock
dividend, split-up or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be increased in proportion to such
increase in outstanding shares of Common Stock.


 


4.2  Extraordinary
Dividends.  If the Company, at
any time during the Exercise Period, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of Common
Stock, other than (i) as described in Sections 4.1, 4.3 or 4.5 or (ii) regular
quarterly or other periodic dividends or (any such non-excluded event being
referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Company’s
Board of Directors, in good faith) of any securities or other assets paid on
each share of Common Stock in respect of such Extraordinary Dividend.


 


4.3  Aggregation
of Shares.  If after the date
hereof, and subject to the provisions of Section 4.6, the number of
outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock
or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be
decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.4  Adjustments
in Exercise Price.  Whenever
the number of shares of Common Stock that may be issued upon the exercise of
the Warrants is adjusted, as provided in Sections 4.1, 4.2 and 4.3 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price, immediately prior to such adjustment, by a fraction, (i) the
numerator of which shall be the number of shares of Common Stock that may be
issued upon the exercise of the Warrants immediately prior to such adjustment,
and (ii) the denominator of which shall be the number of shares of Common Stock
so that may be issued immediately thereafter.


 


4.5  Replacement
of Securities upon Reorganization, etc.  In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change
covered by Sections 4.1, 4.2 or 4.3 hereof), or, in the case of any merger
or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the 


 


4

















 


outstanding shares of Common Stock), or, in
the case of any sale or conveyance to another corporation or entity of the
assets or other property of the Company as an entirety or substantially as an
entirety, in connection with which the Company is dissolved, the Warrant
holders shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the
shares of Common Stock of the Company immediately theretofore receivable upon
the exercise of the rights represented thereby, the kind and amount of shares
of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant holder would
have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event; and if any reclassification also results in a change in
shares of Common Stock covered by Sections 4.1, 4.2 or 4.3, then such
adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5.
The provisions of this Section 4.5 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.


 


4.6  Notices of
Changes in Warrant.  Upon
every adjustment of the Warrant Price or the number of shares issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the
Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares of
Common Stock that may be issued at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3, 4.4 or 4.5 the Company shall give written notice
to each Warrant holder, at the last address set forth for such holder in the
Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


 


4.7  No Fractional
Shares.  Notwithstanding any
provision contained in this Agreement to the contrary, the Company shall not
issue fractional shares upon exercise of Warrants. If, by reason of any
adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round up to the
nearest whole number the number of the shares of Common Stock to be issued to
the Warrant holder.


 


4.8  Form of Warrant.  The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of
shares as is stated in the Warrants initially issued pursuant to this
Agreement. However, the Company may, at any time, in its sole discretion, make
any change in the form of Warrant that the Company may deem appropriate and
that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed.


 


5. 
Transfer and Exchange of Warrants.


 


5.1  Intentionally
Left Blank


 


5.2  Registration
of Transfer.  The Warrant
Agent shall register the transfer, from time to time, of any outstanding
Warrant into the Warrant Register, upon surrender of such Warrant for transfer,
properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old
Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
shall be delivered by the Warrant Agent to the Company from time to time upon
the Company’s request.


 


5

















 


5.3  Procedure for
Surrender of Warrants. 
Warrants may be surrendered to the Warrant Agent, together with a
written request for exchange or transfer, and, thereupon, the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the
registered holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that in the event a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall
not cancel such Warrant and shall issue new Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must
also bear a restrictive legend.


 


5.3  Fractional
Warrants.  The Warrant Agent
shall not be required to effect any registration of transfer or exchange which
will result in the issuance of a warrant certificate for a fraction of a
warrant.


 


5.4  Service
Charges.  No service charge
shall be made for any exchange or registration of transfer of Warrants.


 


5.5  Warrant
Execution and Countersignature. 
The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued
pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly
executed on behalf of the Company for such purpose.


 


5.6  Private
Warrants.  The Private
Warrants may not be sold, transferred, pledged, hypothecated or assigned until
the date which is one (1) year following the consummation of a Business
Combination and are subject to the terms and conditions of the Escrow
Agreement.


 


6. 
Redemption.


 


6.1  Redemption.  Subject to Sections 6.4 and 6.5 hereof,
not less than all of the outstanding Warrants may be redeemed, at the option of
the Company, at any time after they become exercisable and prior to their
expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2
hereof, at a redemption price of $.01 per Warrant (the “Redemption Price”), provided that (i) the
last sales price of the Common Stock has been equal to or greater than $11.50
per share (the “Trigger Price”) on
any of the twenty (20) trading days within any thirty (30) trading
day period ending on the third business day prior to the date on which notice
of redemption is given and (ii) the Public Warrants and the Representative’s
Warrants and the shares of Common Stock underlying such Warrants are covered by
an effective registration statement and a current prospectus from the beginning
of the measurement period through the date fixed for redemption. The provisions
of this Section 6.1 may not be modified, amended or deleted without the
prior written consent of the Representative.


 


6.2  Date Fixed
for, and Notice of, Redemption. 
In the event the Company shall elect to redeem all of the Warrants, the
Company shall fix a date for the redemption (the “Redemption Date”), which shall be prior to the expiration of
the Warrants. Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than thirty (30) days prior to the date
fixed for redemption to the registered holders of the Warrants to be redeemed
at their last addresses as they shall appear on the Warrant Register. Any
notice mailed in the manner herein provided shall be conclusively presumed to
have been duly given on the date sent, whether or not the registered holder
received such notice. In the event of any adjustment to the Warrant Price or
the number of shares of Common Stock issuable on exercise of each Warrant as
provided in Section 4, a proportional adjustment shall be made to the
Trigger Price.


 


6.3  Exercise
After Notice of Redemption. 
The Warrants may be exercised in accordance with Section 3 of this
Warrant Agreement at any time after notice of redemption shall have been given 


 


6

















 


by the Company pursuant to Section 6.2
hereof and prior to the time and date fixed for redemption. On and after the
redemption date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4  Outstanding
Warrants Only.  The Company
understands that the redemption rights provided for by this Section 6
apply only to outstanding Warrants. To the extent a person holds rights to
purchase Warrants, such purchase rights shall not be extinguished by
redemption. However, once such purchase rights are exercised, the Company may
redeem the Warrants issued upon such exercise, provided that the criteria for
redemption are met. The provisions of this Section 6.4 may not be modified,
amended or deleted without the prior written consent of the Representative.


 


6.5  Exclusion of
Private Warrants. 
Notwithstanding anything to the contrary in this Warrant Agreement, the
Private Warrants shall not be subject to redemption.


 


6.6  No Other
Rights to Cash Payment. 
Except for a redemption in accordance with this Section 6, no
holder of any Warrant shall be entitled to any cash payment whatsoever from the
Company in connection with the ownership, exercise or surrender of any Warrant
under this Agreement, regardless of whether a registration statement is current
under the Act with respect to the Common Stock issuable upon exercise of the
Warrants.


 


7. 
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1  No Rights as
Shareholder.  A Warrant does
not entitle the registered holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends,
or other distributions, exercise any preemptive rights to vote or to consent or
to receive notice as shareholders in respect of the meetings of shareholders or
the election of directors of the Company or any other matter.


 


7.2  Lost, Stolen,
Mutilated, or Destroyed Warrants. 
If any Warrant is lost, stolen, mutilated or destroyed, the Company and
the Warrant Agent may, on such terms as to indemnity or otherwise as they may
in their discretion impose (which terms shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like
denomination, tenor and date as the Warrant so lost, stolen, mutilated or
destroyed. Any such new Warrant shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3  Reservation
of Common Stock.  The Company
warrants that its authorized share capital will be sufficient to permit the
issuance of the relevant number of shares of Common Stock immediately following
exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4  Registration
of Common Stock.  The Company
agrees that, prior to the commencement of the Exercise Period, it shall file
with the Commission a post-effective amendment to the Registration Statement,
or a new registration statement, for the registration under the Act of, and it
shall take such action as is necessary to qualify for sale in those states in
which the Public Warrants and the Representative’s Warrants were initially
offered by the Company, the Common Stock issuable upon exercise of the Public
Warrants and the Representative’s Warrants. In either case, the Company will
use its best efforts to cause the same to become effective on or prior to the
commencement of the Exercise Period, to maintain the effectiveness of such
registration statement and to ensure that a current prospectus is on file with
the Commission until the expiration or redemption of the Warrants in accordance
with the provisions of this Agreement; provided, however, that the Company
shall not be obligated to issue shares of Common Stock issuable upon exercise
of the Warrants, and shall not have penalties nor be liable to the Warrant
holder for failure to deliver shares, if a registration statement is not
effective or a current 


 


7

















 


prospectus is not on file with the Commission
at the time of exercise of the Warrant by a holder. In addition, the Company
agrees to use its reasonable efforts to register such securities under the blue
sky laws of the states of residence of the exercising warrant holders to the
extent an exemption is not available. The provisions of this Section 7.4
may not be modified, amended or deleted without the prior written consent of
the Representative.


 


7.5  Delivery of
Prospectus or Notice.  Upon
the exercise of any Warrant, if the Company requests, the Warrant Agent shall
deliver to the holder of such Warrant, prior to or concurrently with the
delivery of the shares of Common Stock issuable upon such exercise, in accordance
with the Company’s request, either (i) a prospectus relating to the shares
of Common Stock deliverable upon exercise of the Warrants and complying in all
material respects with the Act or (ii) the notice referred to in Rule 173
under the Act.


 


8.  Concerning the Warrant Agent and Other
Matters.


 


8.1  Payment of
Taxes.  The Company will, from
time to time, promptly pay all taxes and charges that may be imposed upon the
Company or the Warrant Agent in respect of the issuance or delivery of shares
of Common Stock upon the exercise of Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2  Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1  Appointment of Successor
Warrant Agent.   The Warrant
Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty
(60) days’ notice in writing to the Company. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint, in writing, a successor Warrant Agent in place of the
Warrant Agent. If the Company shall fail to make such appointment within a
period of thirty (30) days after it has been notified in writing of such
resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his, her or its Warrant for inspection by
the Company), then the holder of any Warrant may apply to the Supreme Court of
the State of New York for the County of New York for the appointment of a
successor Warrant Agent. Any successor Warrant Agent, whether appointed by the
Company or by such court, shall be a corporation organized and existing under the
laws of the State of New York, in good standing and have its principal office
in the Borough of Manhattan, City and State of New York, and be authorized
under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authorities. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but, if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and, upon
request of any successor Warrant Agent, the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties and obligations.


 


8.2.2  Notice of Successor
Warrant Agent.   In the event
a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common
Stock not later than the effective date of any such appointment.


 


8.2.3  Merger or Consolidation of
Warrant Agent.   Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from 


 


8

















 


any merger or consolidation to which the
Warrant Agent shall be a party shall be the successor Warrant Agent under this
Agreement without any further act on the part of the Company or the Warrant
Agent.


 


8.3  Fees and
Expenses of Warrant Agent.


 


8.3.1  Remuneration.   The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as Warrant Agent hereunder as set forth
on Exhibit B hereto and will reimburse the Warrant Agent upon
demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.


 


8.3.2  Further Assurances.   The Company agrees to perform, execute, acknowledge
and deliver, or cause to be performed, executed, acknowledged and delivered,
all such further and other acts, instruments and assurances as may reasonably
be required by the Warrant Agent for the carrying out or performing of the
provisions of this Agreement.


 


8.4  Liability of Warrant Agent.


 


8.4.1  Reliance on Company
Statement.   Whenever, in the
performance of its duties under this Warrant Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
statement signed by the Chief Executive Officer, Chairman of the Board of
Directors or President of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.


 


8.4.2  Indemnity.   The Warrant Agent shall be liable hereunder
only for its own negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all
liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Warrant
Agreement, except as a result of the Warrant Agent’s negligence, willful
misconduct or bad faith.


 


8.4.3  Exclusions.   The Warrant Agent shall have no
responsibility with respect to the validity of this Warrant Agreement or with
respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method or
amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it, by any act hereunder, be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.


 


8.5  Acceptance of
Agency.  The Warrant Agent
hereby accepts the agency established by this Warrant Agreement and agrees to perform
the same upon the terms and conditions herein set forth and, among other
things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys
received by the Warrant Agent for the subscription for shares of Common Stock
through the exercise of Warrants.


 


8.6  Waiver.  The Warrant Agent hereby waives any and all
right, title, interest or claim of any kind (“Claim”)
in or to any distribution of the Trust Account (as defined in that certain 


 


9

















 


Investment Management Trust Agreement, dated
as of the date hereof, by and between Vantage and the Warrant Agent as trustee
thereunder), and hereby agrees not to seek recourse, reimbursement, payment or
satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


9.  Miscellaneous Provisions.


 


9.1  Successors.  All the covenants and provisions of this
Warrant Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2  Notices.  Any notice, consent or request to be given in
connection with any of the terms or provisions of this Agreement shall be in
writing and shall be sent express mail or similar overnight courier service, by
certified mail (return receipt requested), by hand delivery or by facsimile
transmission:


 


If to the Company, to:


 


Vantage
Drilling Company


c/o Vantage Energy Services, Inc.


777 Post Oak Blvd., Suite 610


Houston, Texas 77056


Attn: Paul A. Bragg, Chief Executive Officer


 


If to the Warrant Agent, to:


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Compliance Department


 


with a copy in
each case to:


 


Portert & Hedges LLP


1000 Main Street, 36th Floor


Houston, Texas 77002


Attn: Bryan Brown


 


and


 


Maples and Calder


c/o Maples Corporate Services Limited


PO Box 309, Ugland House


Grand Cayman, KY1-1104, Cayman Islands


Attn: Matthew Gardner


 


Any notice, sent pursuant to this Agreement shall be effective, if
delivered by hand, upon receipt thereof by the party to whom it is addressed,
if sent by overnight courier, on the next business day of the delivery to the
courier, and if sent by registered or certified mail on the third day after
registration or certification thereof.


 


9.3  Applicable
Law.  The validity,
interpretation, and performance of this Agreement and of the Warrants shall be
governed in all respects by the laws of the State of New York, without giving
effect to the conflict of laws principles thereof. The Company and the Warrant
Agent each hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such


 


10

















 


jurisdiction, which jurisdiction shall be
exclusive. The Company and the Warrant Agent each hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company or the Warrant
Agent may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 9.2 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the Company or the Warrant Agent in
any action, proceeding or claim.


 


9.4  Persons
Having Rights under this Warrant Agreement.  Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation,
other than the parties hereto and the registered holders of the Warrants and,
for the purposes of Sections 6.1, 6.4, 7.4, 9.2 and 9.8 hereof, the
Representative, any right, remedy or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise or agreement hereof. the
Representative shall be deemed to be a third-party beneficiary of this
Agreement with respect to Sections 6.1, 6.4, 7.4, 9.2 and 9.8 hereof. All
covenants, conditions, stipulations, promises and agreements contained in this
Warrant Agreement shall be for the sole and exclusive benefit of the parties
hereto (and the Representative, with respect to the Sections 6.1, 6.4,
7.4, 9.2 and 9.8 hereof) and their successors and assigns and of the registered
holders of the Warrants.


 


9.5  Examination
of the Agreement.  A copy of
this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for
inspection by the registered holder of any Warrant. The Warrant Agent may
require any such holder to submit his, her or its Warrant for inspection.


 


9.6  Counterparts;
Facsimile Signatures.  This
Agreement may be executed in any number of counterparts, and each of such
counterparts shall, for all purposes, be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument. Facsimile
signatures shall constitute original signatures for all purposes of this
Warrant Agreement. Facsimile signatures shall constitute original signatures
for all purposes of this Agreement.


 


9.7  Effect of Headings.  The section headings herein are for
convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


9.8  Amendments.  This Agreement may be amended by the parties
hereto without the consent of any registered holder for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Warrant Agreement as the
parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the registered holders of the Warrants. All
other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent
of each of the Representative and the registered holders of a majority of the
then outstanding Warrants. Notwithstanding the foregoing, the Company may
reduce the Warrant Price or extend the duration of the Exercise Period in
accordance with Sections 3.1 and 3.2, respectively, without such consent.


 


9.9  Severability.  This Agreement shall be deemed severable, and
the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a
part of this Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and enforceable.


 


11

















 


IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto as of the day and year first above written.


 


	
  Attest

  	
   

  	
  VANTAGE DRILLING COMPANY

  
	
   

  	
   

  	
   

  
	
  /s/ Chris E. Celano

  	
   

  	
  By:

  	
  /s/ Paul A. Bragg

  
	
      Chris E. Celano

  	
   

  	
  Name: Paul A. Bragg

  
	
   

  	
   

  	
   

  	
  Title:   Director, Chief Executive

  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest

  	
   

  	
  CONTINENTAL STOCK TRANSFER &

  TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
  /s/ Alexandra M. Albrecht

  	
   

  	
  By:

  	
  /s/ John W. Comer, Jr.

  
	
      Alexandra M. Albrecht

       Vice President

  	
   

  	
  Name: John W. Comer, Jr.

  Title:   Vice President

  
					



 


12

















 


EXHIBIT
A


 


Form of Public Warrant


 


13

















 


EXHIBIT
B


 


Warrant Agent Fees


 


14