exv4w4



 







Exhibit 4.4




     THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT
WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED
HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED
BELOW) TO ANYONE OTHER THAN (I) FERRIS, BAKER WATTS, INCORPORATED (“FBW”) OR AN UNDERWRITER
OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF FBW
OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.



     THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY ENERGY
SERVICES ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET
ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED
MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR    , 2007. VOID AFTER
5:00 P.M. NEW YORK CITY LOCAL TIME,                     , 2011.



UNIT PURCHASE OPTION




FOR THE PURCHASE OF




500,000 UNITS




OF




ENERGY SERVICES ACQUISITION CORP.




     1. Purchase Option.



     THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of Ferris, Baker
Watts, Incorporated (“Holder”), as registered owner of this Purchase Option, to Acquisition
Corp. (“Company”), Holder is entitled, at any time or from time to time upon the later of
the consummation of a Business Combination or                     , 2007 (“Commencement Date”), and
at or before 5:00 p.m., New York City local time,                     , 2011 (“Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Five Hundred
Thousand (500,000) units (“Units”) of the Company, each Unit consisting of one share of
common stock of the Company, par value $.0001 per share (“Common Stock”), and two warrants
(“Warrant(s)”) expiring four years from the effective date (“Effective Date”) of
the registration statement (“Registration Statement”) pursuant to which Units are offered
for sale to the public (“Offering”). Each Warrant is the same as the warrants included in
the Units being registered for sale to the public by way of the Registration Statement (“Public
Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law
to close, then this Purchase Option may be exercised on the next succeeding day which is not such a
day in accordance with the terms herein. During the period ending on the Expiration Date, the
Company agrees not to take any action that would terminate the Purchase Option. This Purchase
Option is initially exercisable at $7.50 per Unit so purchased; provided, however, that upon the
occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase
Option, including the exercise price per Unit and the number of Units (and shares of Common Stock
and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term
“Exercise Price” shall mean the initial exercise price or the adjusted exercise price,
depending on the context .



     2. Exercise.







     2.1 Exercise Form. In order to exercise this Purchase Option, the exercise form
attached hereto must be duly executed and completed and delivered to the Company, together with
this Purchase Option and payment of the Exercise Price for the Units being purchased payable in
cash or by certified check or official bank check. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., New York City local time, on the Expiration Date
this Purchase Option shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire. In no event shall the Company be obligated to settle
the Purchase







 









 











Option, in whole or in part, for cash. The Company shall not be obligated to deliver
registered Units or shares of Common Stock with regard to the exercise of the Purchase Option in
the absence of a current registration statement relating to the Units or the Warrants issuable
thereunder. Notwithstanding any language to the contrary herein, the Purchase Option, as well as
any and all Units, and the Warrants issuable thereunder, can expire unexercised or unredeemed.







     2.2 Legend. Each certificate for the securities purchased under this Purchase Option
shall bear a legend as follows unless such securities have been registered under the Securities Act
of 1933, as amended (“Act”):



     “The securities represented by this certificate have not been registered under the Securities
Act of 1933, as amended (“Act”) or applicable state law. The securities may not be offered
for sale, sold or otherwise transferred except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act and applicable state
law.”



     2.3 Cashless Exercise.







     2.3.1 Determination of Amount. In lieu of the payment of the Exercise Price multiplied
by the number of Units for which this Purchase Option is exercisable and in lieu of being entitled
to receive Units in the manner required by Section 2.1, the Holder shall have the right (but not
the obligation) to convert any exercisable but unexercised portion of this Purchase Option into
Units (“Conversion Right”) as follows: upon exercise of the Conversion Right, the Company
shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash)
that number of Units equal to the quotient obtained by dividing (x) the “Value” (as defined below)
of the portion of the Purchase Option being converted by (y) the “Current Market Price” (as defined
below). The “Value” of the portion of the Purchase Option being converted shall equal the remainder
derived from subtracting (a) (i) the Exercise Price of a Unit multiplied by (ii) the number of
Units underlying the portion of this Purchase Option being converted from (b) the Current Market
Price of a Unit multiplied by the number of Units underlying the portion of the Purchase Option
being converted.







     The “Current Market Price” of a Unit at any date shall mean: (i) if the Units are listed on a
national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or
NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average closing
price of a Unit for the thirty (30) trading days immediately preceding the date of determination of
the Current Market Price in the principal trading market for the Units as reported by the exchange,
Nasdaq or the NASD, as the case may be; (ii) if the Units are not listed on a national securities
exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin
Board (or successor such as the Bulletin Board Exchange), but is traded in the residual
over-the-counter market, the closing bid price for a Unit on the last trading day preceding the
date in question for which such quotations are reported by the Pink Sheets, LLC or similar
publisher of such quotations; and (iii) if the fair market value of the Units cannot be determined
pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall
determine, in good faith.



     2.3.2 Mechanics of Cashless Exercise. The Cashless Exercise Right may be exercised by
the Holder on any business day on or after the Commencement Date and not later than the Expiration
Date by delivering the Purchase Option with the duly executed exercise form attached hereto with
the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and
specifying the total number of Units the Holder will purchase pursuant to such Cashless Exercise
Right.



     3. Transfer.



     3.1 General Restrictions. The registered Holder of this Purchase Option, by its
acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this
Purchase Option for a period of one year following the Effective Date to anyone other than (i) FBW
or an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer
or partner of FBW or of any such underwriter or selected dealer. On and after the first anniversary
of the Effective Date, transfers to others may be made subject to compliance with or exemptions
from applicable securities laws. In order to make any permitted assignment, the Holder must deliver
to the Company the assignment form attached hereto duly executed and completed, together with the
Purchase Option and payment of all transfer taxes, if any, payable in connection therewith. The
Company shall within five business days transfer



2









 







this Purchase Option on the books of the Company and shall execute and deliver a new Purchase
Option or Purchase Options of like tenor to the appropriate assignee(s) expressly evidencing the
right to purchase the aggregate number of Units purchasable hereunder or such portion of such
number as shall be contemplated by any such assignment.



     3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option
shall not be transferred unless and until (i) the Company has received the opinion of counsel for
the Holder that the securities may be transferred pursuant to an exemption from registration under
the Act and applicable state securities laws, the availability of which is established to the
reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Luse Gorman
Pomerenk & Schick, P.C. shall be deemed satisfactory evidence of the availability of an exemption),
or (ii) a registration statement or a post-effective amendment to the Registration Statement
relating to such securities has been filed by the Company and declared effective by the Securities
and Exchange Commission (the “Commission”) and compliance with applicable state securities
law has been established.



     4. New Purchase Options to be Issued.



     4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof,
this Purchase Option may be exercised or assigned in whole or in part. In the event of the exercise
or assignment hereof in part only, upon surrender of this Purchase Option for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any
Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder without
charge a new Purchase Option of like tenor to this Purchase Option in the name of the Holder
evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to
which this Purchase Option has not been exercised or assigned.



     4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase
Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of
such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on
the part of the Company.



     5. Intentionally Omitted.



     6. Adjustments.



     6.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the
number of Units underlying the Purchase Option shall be subject to adjustment from time to time as
hereinafter set forth:



     6.1.1 Stock Dividends — Split-Ups. If after the date hereof, and subject to the
provisions of Section 6.4 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 thereof, the number of shares of Common Stock
underlying each of the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. In such case, the number of shares of Common Stock, and the
exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable
hereunder shall be adjusted in accordance with the terms of the Warrants. For example, if the
Company declares a two-for-one stock dividend and at the time of such dividend this Purchase Option
is for the purchase of one Unit at $7.50 per whole Unit (each Warrant underlying the Units is
exercisable for $6.25 per share), upon effectiveness of the dividend, this Purchase Option will be
adjusted to allow for the purchase of one Unit at $7.50 per Unit, each Unit entitling the holder to
receive two shares of Common Stock and four Warrants (each Warrant exercisable for $3.125 per
share).



     6.1.2 Aggregation of Shares. If after the date hereof, and subject to the provisions
of Section 6.4, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of shares of Common Stock or other similar event, then, on the
effective date thereof, the number of shares of Common Stock underlying each of the Units
purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares. In
such case, the number of shares of Common Stock, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants.



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     6.1.3 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 Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares of
Common Stock, 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 outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such
event, 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, by a Holder of the number of shares of Common
Stock of the Company obtainable upon exercise of this Purchase Option and the underlying Warrants
immediately prior to such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to
Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.



     6.1.4 Changes in Form of Purchase Option. This form of Purchase Option need not be
changed because of any change pursuant to this Section, and Purchase Options issued after such
change may state the same Exercise Price and the same number of Units as are stated in the Purchase
Options initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance
of new Purchase Options reflecting a required or permissive change shall not be deemed to waive any
rights to an adjustment occurring after the Commencement Date or the computation thereof.



     6.2 [Intentionally Omitted]



     6.3 Substitute Purchase Option. In case of any consolidation of the Company with, or
merger of the Company with, or merger of the Company into, another corporation (other than a
consolidation or merger which does not result in any reclassification or change of the outstanding
Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then
outstanding or to be outstanding shall have the right thereafter (until the stated expiration of
such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of
shares of stock and other securities and property receivable upon such consolidation or merger, by
a holder of the number of shares of Common Stock of the Company for which such Purchase Option
might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such
supplemental Purchase Option shall provide for adjustments which shall be identical to the
adjustments provided in Section 6. The above provision of this Section shall similarly apply to
successive consolidations or mergers.



     6.4 Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock or Warrants upon the exercise of the
Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of Warrants, shares of Common Stock or other
securities, properties or rights.



     7. Reservation and Listing. The Company shall at all times reserve and keep available out of
its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of the
Purchase Options or the Warrants underlying the Purchase Option, such number of shares of Common
Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The
Company covenants and agrees that, upon exercise of the Purchase Options and payment of the
Exercise Price therefor, all shares of Common Stock and other securities issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable and not subject to
preemptive rights of any stockholder. The Company further covenants and agrees that upon exercise
of the Warrants underlying the Purchase Options and payment of the respective Warrant exercise
price therefor, all shares of Common Stock and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of
any stockholder. As long as the Purchase Options shall be



4









 







outstanding, the Company shall use its best efforts to cause all (i) Units and shares of
Common Stock issuable upon exercise of the Purchase Options, (ii) Warrants issuable upon exercise
of the Purchase Options and (iii) shares of Common Stock issuable upon exercise of the Warrants
included in the Units issuable upon exercise of the Purchase Option to be listed (subject to
official notice of issuance) on all securities exchanges (or, if applicable on the Nasdaq National
Market, SmallCap Market, OTC Bulletin Board or any successor trading market) on which the Units,
the Common Stock or the Public Warrants issued to the public in connection herewith may then be
listed and/or quoted.



     8. Certain Notice Requirements.



     8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring
upon the Holders the right to vote or consent as a stockholder for the election of directors or any
other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at
any time prior to the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give
written notice of such event at least fifteen days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other
stockholders of the Company at the same time and in the same manner that such notice is given to
the stockholders.



     8.2 Events Requiring Notice. The Company shall be required to give the notice
described in this Section 8 upon one or more of the following events: (i) if the Company shall take
a record of the holders of its shares of Common Stock for the purpose of entitling them to receive
a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the
holders of its Common Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all or substantially all of
its property, assets and business shall be proposed.







     8.3 Notice of Change in Exercise Price and Notice of Lack of Current Registration
Statement. The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price
Notice”). The Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the Company’s President and
Chief Executive Officer. Additionally, the Company shall promptly send notice to the registered
holder of its Warrants upon its determination that it is unable to maintain a current registration
statement relating to the Units or the Warrants issuable thereunder.







     8.4 Transmittal of Notices. All notices, requests, consents and other communications
under this Purchase Option shall be in writing and shall be deemed to have been duly made when hand
delivered, or mailed by express mail or private courier service: (i) if to the registered Holder of
the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if
to the Company, to the following address or to such other address as the Company may designate by
notice to the Holders:



     Energy Services Acquisition Corp.



     2450 First Avenue




     Huntington, West Virginia 25703




     Attn: Marshall T. Reynolds, Chief Executive Officer




     9. Miscellaneous.



     9.1 Amendments. The Company and FBW may from time to time supplement or amend this
Purchase Option without the approval of any of the Holders in order to cure any ambiguity, to
correct or supplement any provision contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters or questions arising
hereunder that the Company and FBW may deem



5









 







necessary or desirable and that the Company and FBW deem shall not adversely affect the
interest of the Holders. All other modifications or amendments shall require the written consent of
and be signed by the party against whom enforcement of the modification or amendment is sought.



     9.2 Headings. The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or interpretation of any of the
terms or provisions of this Purchase Option.



     9.3 Entire Agreement. This Purchase Option (together with the other agreements and
documents being delivered pursuant to or in connection with this Purchase Option) constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the
subject matter hereof.



     9.4 Binding Effect. This Purchase Option shall inure solely to the benefit of and
shall be binding upon, the Holder and the Company and their permitted assignees, respective
successors, legal representative and assigns, and no other person shall have or be construed to
have any legal or equitable right, remedy or claim under or in respect of or by virtue of this
Purchase Option or any provisions herein contained.



     9.5 Governing Law; Submission to Jurisdiction. This Purchase Option shall be governed
by and construed and enforced in accordance with the laws of the State of Maryland, without giving
effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against
it arising out of, or relating in any way to this Purchase Option shall be brought and enforced in
the courts of the State of Maryland or of the United States of America for the District of
Maryland, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any process or summons to be served upon the Company 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 8 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action, proceeding or
claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be
entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor.



     9.6 Waiver, Etc. The failure of the Company or the Holder to at any time enforce any
of the provisions of this Purchase Option shall not be deemed or construed to be a waiver of any
such provision, nor to in any way affect the validity of this Purchase Option or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of
this Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Option shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach, non-compliance or non- fulfillment shall be construed or deemed to be a
waiver of any other or subsequent breach or non-compliance.



     9.7 Execution in Counterparts. This Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto.



     9.8 Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this
Purchase Option, Holder agrees that, at any time prior to the complete exercise of this Purchase
Option by Holder, if the Company and FBW enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Options will be exchanged for securities
or cash or a combination of both, then Holder shall agree to such exchange and become a party to
the Exchange Agreement.



     [Remainder of this page intentionally left blank; signature page follows.]



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     IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly
authorized officer as of the                      day of                     , 2006.



	 	 	 	 	 
	 	ENERGY SERVICES ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	Jack M. Reynolds 	 
	 	 	Title:  	President 	 
	 




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     Form to be used to exercise Purchase Option:



     Energy Services Acquisition Corp.



                                                                 



                                             



     Date:            , 200   



     The undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase
Option and to purchase                      Units of Energy Services Acquisition Corp. and hereby makes
payment of $                     (at the rate of $  per Unit) in payment of the Exercise Price pursuant thereto.
Please issue the Common Stock and Warrants as to which this Purchase Option is exercised in
accordance with the instructions given below.



     or



     The undersigned hereby elects irrevocably to convert its right to purchase                      Units
purchasable under the within Purchase Option by surrender of the unexercised portion of the
attached Purchase Option (with a “Value” based of $                     based on a “Market Price” of
$                    ). Please issue the securities comprising the Units as to which this Purchase Option
is exercised in accordance with the instructions given below.



	 	 	 
	 

	 	 

	 

	 	NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
purchase option in every particular,
without alteration or enlargement or
any change whatever.






     Signature(s) Guaranteed:


 




THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).




	 	 	 	 	 	 	 
	 

	 	INSTRUCTIONS FOR REGISTRATION OF SECURITIES	 	 
	 
	 	 	 	 	 	 
	 

	 	Name
	 	 

	 	 
	 

	 	 	 	(Print in Block Letters)	 	 
	 

	 	Address	 	 	 	 
	 

	 	 	 	 

	 	 






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     Form to be used to assign Purchase Option:



     ASSIGNMENT



     (To be executed by the registered Holder to effect a transfer of the within Purchase Option):



     FOR VALUE RECEIVED,                      does hereby sell, assign and transfer unto the right to
purchase                      Units of Energy Services Acquisition Corp. (“Company”) evidenced by
the within Purchase Option and does hereby authorize the Company to transfer such right on the
books of the Company.



     Dated: , 200



	 	 	 
	 

	 	 

	 

	 	Signature
	 
	 

	 	 

	 

	 	NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
purchase option in every particular,
without alteration or enlargement or
any change whatever.






     Signature(s) Guaranteed:


 




THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).







9