Exhibit 10.2


INVESTMENT
MANAGEMENT TRUST AGREEMENT


This Agreement is made as of May 24, 2007, by and
between Vantage Energy Services, Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”).


WHEREAS, the Company’s Registration Statement on Form
S-1, No. 333-138565 (the “Registration
Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the
date hereof by the Securities and Exchange Commission (the “Effective Date”);


WHEREAS, Deutsche Bank Securities Inc. (“Deutsche Bank”) is acting as the representative of the
underwriters in the IPO (the “Underwriters”);


WHEREAS, the Company has agreed to issue securities in
a private placement that will occur immediately prior to the IPO (the “Placement”);


WHEREAS, as described in the Registration Statement,
and in accordance with the Company’s Amended and Restated Certificate of
Incorporation, an aggregate of $235,400,000 ($269,960,000, if the Underwriters’
over-allotment option is exercised in full), which is comprised of (i) the net
proceeds of the IPO (except as provided in the Registration Statement); (ii)
the $6,000,000 received by the Company in exchange for its securities pursuant
to the Placement; and (iii) an additional $7,200,000 (or $8,280,000, if the
Underwriters’ over-allotment option is exercised in full) of the proceeds of
the IPO, representing a portion of the underwriters’ discount (the “Contingent Discount”) which Deutsche Bank
has agreed to deposit in the Trust Account (as defined below), will be
delivered to the Trustee to be deposited and held in the Trust Account for the
benefit of the Company, and the holders of the Company’s common stock, par
value $.001 per share (the “Common Stock”),
included in the units of the Company’s securities issued in the IPO (the “Units”) and Deutsche Bank. 
The amount to be delivered to the Trustee will be referred to herein as
the “Property,” the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as
the “Public Stockholders,” and the
Public Stockholders, Deutsche Bank and the Company will be referred to together
as the “Beneficiaries;” and


WHEREAS, the Company and the Trustee desire to enter
into this Agreement to set forth the terms and conditions pursuant to which the
Trustee shall hold the Property; and


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


1.           
Agreements and Covenants of Trustee. The Trustee hereby agrees and
covenants to:


(a)           
hold the Property in trust for the Beneficiaries in accordance with the terms
of this Agreement, in a segregated trust account (“Trust Account”) at J.P. Morgan Chase N.A. and at a brokerage
institution selected by the Trustee;


(b)           
manage, supervise and administer the Trust Account subject to the terms and
conditions set forth herein;













(c)           
in a timely manner, upon the instruction of the Company, to invest and reinvest
the Property in “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the “1940 Act”), having a maturity of 180 days
or less or in any open ended investment company registered under the 1940 Act
that holds itself out as a money market fund meeting the conditions of
paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the 1940
Act.  As used herein, “Government
Security” means any Treasury Bill issued by the United States, having a
maturity of one hundred and eighty days or less;


(d)           
collect and receive, when due, all principal and income arising from the
Property, which shall become part of the “Property,” as such term is used
herein;


(e)           
notify the Company and Deutsche Bank of all communications received by it with
respect to any Property requiring action by the Company;


(f)           
supply any necessary information or documents as may be requested by the
Company in connection with the Company’s preparation of the tax returns for the
Trust Account or the Company;


(g)           
participate in any plan or proceeding for protecting or enforcing any right or
interest arising from the Property if, as and when instructed by the Company
and/or Deutsche Bank to do so;


(h)           
render to the Company and to Deutsche Bank, and to such other persons as the
Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account; and


(i)           
commence liquidation of the Trust Account upon receipt of the Officers’
Certificate signed by the Chief Executive Officer and Chief Financial Officer
in accordance with the terms of a letter (the “Termination Letter”), in a form substantially similar to that attached
hereto as Exhibit A or Exhibit B, signed on behalf of the Company
by its Chief Executive Officer and Chief Financial Officer, and complete the
liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and the other documents
referred to therein as part of the Company’s plan of dissolution and
liquidation.  The Trustee understands and
agrees that, except as provided in Section 1(j) and Section 2 hereof,
disbursements from the Trust Account shall be made only pursuant to a duly
executed Termination Letter, together with the other documents referenced
herein, including, without limitation, an independently certified oath and
report of inspector of election in respect of the stock vote in favor of the
Business Combination (as hereinafter defined). In all cases, the Trustee shall
provide Deutsche Bank with a copy of any Termination Letter, Officers’
Certificates and/or any other correspondence that it receives with respect to
any proposed withdrawal from the Trust Account promptly after it receives same.
As used in this Agreement, the term “Business
Combination” means the acquisition by the Company, through merger,
capital stock exchange, asset acquisition, stock purchase, exchangeable share
transaction, joint venture or other similar business combination with, one or
more domestic or international 



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operating businesses in the oilfield services
industry, as more fully described in the prospectus forming a part of the
Registration Statement; and


(j)           
as of the date 24 months from the date of this Agreement, if the Company has
failed to consummate a Business Combination (“Termination
Date” ), commence liquidation of the Trust Account. The Trustee,
upon consultation with the Company and Deutsche Bank, shall deliver a notice to
Public Stockholders of record as of the Termination Date, by U.S. mail or via
the Depository Trust Company (“DTC”),
within five days of the Termination Date, to notify the Public Stockholders of
such event and take such other actions as it may deem necessary to inform the
Beneficiaries. The Trustee shall deliver to each Public Stockholder its ratable
share of the Property against satisfactory evidence of delivery of the stock
certificates by the Public Stockholders to the Company through DTC, its Deposit
Withdraw Agent Commission (DWAC) system or as otherwise presented to the
Trustee.


2.           
Limited Distributions of Income on Property.


(a)           
Upon receipt by the Trustee of a written request signed by the Chief Executive
Officer and Chief Financial Officer of the Company certifying the amount of
taxes payable by the Company with respect of income earned on the Property,
franchise taxes or any other taxes, then at the written instruction of the
Company, the Trustee shall promptly to the extent there is not sufficient cash
in the Trust Account to pay such tax obligation, liquidate such assets held in
the Trust Account as shall be designated by the Company in writing, and
disburse to the Company by wire transfer, out of the Property in the Trust
Account, the amount indicated by the Company as owing in respect of such tax
obligation;  provided,  however,
that in no event shall the aggregate amount of all checks issued to taxing
authorities pursuant to this Section 2(a) exceed the interest earned in the
Trust Account.  It is understood and
agreed that the only duty of the Trustee with regard to this section is to
follow the instruction of the Company.


(b)           Upon
written request from the Company containing certification that such
distribution pursuant to this Section 2(b) shall only be used to fund the
working capital requirements of the Company and the costs related to
identifying, researching and acquiring prospective target businesses, in each
case as described in the prospectus that forms a part of the Registration
Statement, the Trustee shall distribute to the Company an amount up to
$2,250,000 in the aggregate of the income earned on the Property, net of taxes
payable, through the last day of the month immediately preceding the date of
receipt of the Company’s written request.


(c)           Except
as provided in Sections 1(i), 1(j), 2(a) and 2(b) above, no other distributions
from the Trust Account shall be permitted.


(d)     Upon receipt by the
Trustee of a written instruction from the Company for distributions from the
Trust Account in connection with a plan of dissolution and distribution,
accompanied by an Officers Certificate signed by the Chief Executive Officer
and Chief Financial Officer of the Company certifying as true, accurate and
complete (i) a statement of the amount of actual expenses incurred or, where
known with reasonable certainty, imminently to be incurred by the Company in
connection with its dissolution and distribution, (ii) any amounts due to pay creditors
or required to reserve for payment to creditors, and (iii) the sum of (i) and 



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(ii), the Trustee shall distribute to the Company an
amount, as directed by the Company in the instruction letter, up to the sum of
(i) and (ii) as indicated in the instruction letter.


3.           
Agreements and Covenants of the Company. The Company hereby agrees and
covenants:


(a)           to
provide all instructions to the Trustee hereunder in writing, signed by the
Company’s Chief Executive Officer and Chief Financial Officer. In addition,
except with respect to its duties under paragraph 1(i), 1(j), 2(a) and 2(b)
above, the Trustee shall be entitled to rely on, and shall be protected in
relying on, any verbal or telephonic advice or instruction which it, in good
faith, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company and/or Deutsche Bank shall
promptly confirm such instructions in writing; and


(b)           to
hold the Trustee harmless and indemnify the Trustee from and against any and
all expenses, including reasonable counsel fees and disbursements, or loss
suffered by the Trustee in connection with any action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim
or demand which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the
Trustee’s gross negligence or willful misconduct. Promptly after the receipt by
the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this paragraph, it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the
defense against such Indemnified Claim, provided that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which
consent shall not be unreasonably withheld. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which
consent shall not be unreasonably withheld. The Company may participate in such
action with its own counsel;


(c)           to
pay the Trustee an initial acceptance fee, an annual fee and a transaction
processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as
set forth on Schedule A hereto, which fees shall be subject to
modification by the parties from time to time. 
It is expressly understood that the Property shall not be used to pay
such fees and further agreed that said transaction processing fees shall be
deducted by the Trustee from the disbursements made to the Company pursuant to
Section 2(b).  The Company shall pay the
Trustee the initial acceptance fee and first year’s fee at the consummation of
the IPO and thereafter on the anniversary of the Effective Date. The Trustee
shall refund to the Company the fee (on a pro rata basis) with respect to any
period after the liquidation of the Trust Fund. The Company shall not be
responsible for any other fees or charges of the Trustee, except as may be
provided in Section 3(b) hereof (it being expressly understood that the
Property shall not be used to make any payments to the Trustee under such
section); and


(d)           that,
in the event that the Company consummates a Business Combination and the Trust
Account is liquidated in accordance with Section 1(i) hereof, the Trustee or
another 



 4
 









independent party designated by Deutsche Bank shall
act as the inspector of election to certify the results of the stockholder
vote; and


(e)           that
the Officers’ Certificate referenced in Sections 1(i) and (j) hereof shall require
the Chief Executive Officer and Chief Financial Officer of the Company to each
certify the following (wherever applicable): (1) prior to the Termination Date,
the Company has entered into a Business Combination with a target business, the
terms of which are consistent with the requirements set forth in the
Registration Statement; and (2) the Board of Directors (the “Board”) pursuant to the unanimous written
consent of the Board or pursuant to a duly held meeting of the Board, has
approved the Business Combination. A copy of such consent or minutes of the
meeting of the Board and the definitive agreement relating to the Business
Combination so approved shall be attached as an exhibit to the Officers
Certificate;


(f)            In
connection with any vote of the Company’s stockholders regarding a Business
Combination, to provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and tabulating
stockholder votes (which firm may be the Trustee) verifying the vote of the
Company’s stockholders regarding such Business Combination;


(g)           Within
five business days after Deutsche Bank’s over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, to provide the
Trustee notice in writing (with a copy to Deutsche Bank) of the total amount of
the Contingent Discount, which shall in no event be less than $7,200,000.


4.           
Limitations of Liability. The Trustee shall have no responsibility or
liability to:


(a)           take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee shall
have no liability to any party except for liability arising out of its own
gross negligence or willful misconduct;


(b)           
institute any proceeding for the collection of any principal and income arising
from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property, unless and until it shall have received written
instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;


(c)           
change the investment of any Property, other than in compliance with Section
1(c);


(d)           
refund any depreciation in principal of any Property;


(e)           
assume that the authority of any person designated by the Company and/or
Deutsche Bank to give written instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company and/or
Deutsche Bank shall have delivered a written revocation of such authority to
the Trustee;



 5
 









(f)           
the other parties hereto or to anyone else for any action taken or omitted by
it, or any action suffered by it to be taken or omitted, in good faith and in
the exercise of its own best judgment, except for its gross negligence or
willful misconduct. The Trustee may rely conclusively on, and shall be
protected in acting upon, any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by
the Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior
written consent thereto;


(g)           
verify the correctness of the information set forth in the Registration
Statement or to confirm or assure that any acquisition made by the Company or
any other action taken by it is as contemplated by the Registration Statement,
unless an officer of the Trustee has actual knowledge thereof, written notice
of such event is sent to the Trustee or as otherwise required under Section
1(i) hereof; and


(h)           
pay any taxes on behalf of the Trust Account (it being expressly understood
that the Trustee’s sole obligation with respect to taxes shall be to have
checks drawn and delivered with respect thereto as provided for by Section 2(a)
hereof).


5.           
Certain Rights Of Trustee.


(a)           
Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or opinion of counsel or both. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or opinion of counsel. The Trustee may consult with counsel and the
advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.


(b)           
The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.


(c)           
The Trustee shall not be liable for any action it takes or omits to take in
good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Agreement.


(d)           
The Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Agreement, and it shall not be accountable for the
Company’s use of the proceeds from the Trust Account. Notwithstanding the
effective date of this Agreement or anything to the contrary contained in this
Agreement, the Trustee shall have no liability or responsibility for any act or
event relating to this Agreement or the transactions 



 6
 









related thereto which occurs prior to the date of this
Agreement, and shall have no contractual obligations to the Beneficiaries until
the date of this Agreement.


6.           
No Right of Set-Off. The Trustee waives any right of set-off or any
right, title, interest or claim of any kind that the Trustee may have against
the Property held in the Trust Account. In the event that the Trustee has a
claim against the Company under this Agreement, including, without limitation,
under Section 3(b), the Trustee will pursue such claim solely against the
Company and not against the property held in the Trust Account.


7.           
Termination. This Agreement shall terminate as follows:


(a)           
if the Trustee gives written notice to the Company that it desires to resign
under this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee during which time the Trustee shall continue to act in
accordance with the terms of this Agreement. At such time that the Company
notifies the Trustee that a successor trustee has been appointed by the Company
and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee,
including, but not limited to, the transfer of copies of the reports and
statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that, in the event the Company does not locate a
successor trustee within 90 days of receipt of the resignation notice from the
Trustee, the Trustee may submit an application to have the Property deposited
with the United States District Court for the Southern District of New York
and, upon such deposit, the Trustee shall be immune from any liability
whatsoever that arises due to any actions or omissions to act by any party
after such deposit;


(b)           
at such time that the Trustee has completed the liquidation of the Trust
Account in accordance with the provisions of Section 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 3(b)
hereof; or


(c)           
on such date after May 24, 2009 when the Trustee deposits the Property with the
United States District Court for the Southern District of New York in the event
that, prior to such date, the Trustee has not received a Termination Letter
from the Company pursuant to Section 1(i) or (j) hereof.


8.           
Miscellaneous.


(a)           
The Company and the Trustee each acknowledge and agree that the Trustee will
follow the security procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the
Trustee will confirm such instructions with an “Authorized Individual” at an “Authorized
Telephone Number” listed on the attached Exhibit C. The Company and the
Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other
party immediately if it has reason to believe unauthorized persons may have
obtained access to such information or of any change in its authorized
personnel. In executing funds transfers, the Trustee will rely upon account
numbers or other identifying numbers of a 



 7
 









beneficiary, beneficiary’s bank or intermediary bank,
rather than names. The Trustee shall not be liable for any loss, liability or
expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers provided.


(b)           
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, for agreements made and to be wholly
performed within such state, without giving effect to conflict of laws. It may
be executed in several counterparts, each one of which shall constitute an
original, and together shall constitute one instrument. Facsimile signatures
shall constitute original signatures for all purposes of this Agreement.


(c)           
This Agreement contains the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof. This Agreement or any
provision hereof may only be changed, amended or modified by a writing signed
by each of the parties hereto; provided that such action shall not materially
adversely affect the interests of the Public Stockholders. Any other change,
waiver, amendment or modification to this Agreement shall be subject to
approval by a majority of the Public Stockholders. As to any claim, cross-claim
or counterclaim in any way relating to this Agreement, each party waives the
right to trial by jury.


(d)           The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the State and County of New York for purposes of resolving any
disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive, and hereby waive any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum.


(e)           
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 by
express mail or similar private courier service, by certified mail (return
receipt requested), by hand delivery or by facsimile transmission:


if to the Trustee,
to:


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn:  Steven G. Nelson


Fax No.: (212)
509-5150


if to the Company,
to:


Vantage Energy Services, Inc.


777 Post Oak Blvd., Suite 610


Houston, Texas 77056


Attn: Chief Executive Officer


Fax No.: (713)
781-9655



 8
 









in either case
with a copy to:


Ellenoff Grossman & Schole LLP


370 Lexington Avenue


New York, New York 10017


Attn: Douglas S. Ellenoff, Esq.


Fax No.: (212)
370-7889


and


Deutsche Bank Securities Inc.


60 Wall Street, 4th Floor


New York, New York 10005


Attention:
Syndicate Manager


and


Skadden, Arps, Slate,
Meagher & Flom LLP


300 South Grand Avenue,
Suite 3400


Los Angeles, California
90071


Attn:  Gregg A. Noel, Esq.


Fax No.: (213) 687-5600


(f)           
This Agreement may not be assigned by the Trustee without the prior written
consent of the Company and Deutsche Bank.


(g)           
Each of the Trustee and the Company hereby represents that it has the full
right and power and has been duly authorized to enter into this Agreement and
to perform its respective obligations as contemplated hereunder. The Trustee
acknowledges and agrees that it shall not make any claims or proceed against
the Trust Account, including by way of set-off, and shall not be entitled to
any funds in the Trust Account under any circumstance.


(h)           
The Trustee hereby consents to the inclusion of Continental Stock Transfer
& Trust Company in the Registration Statement and other materials relating
to the IPO.


(i)           
Deutsche Bank shall be a third party beneficiary of this Agreement.


(Remainder
of document intentionally left blank. Signature page to follow.)



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IN WITNESS WHEREOF, the parties have duly executed
this Investment Management Trust Agreement as of the date first written above.


	
  

  	
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven G. Nelson

  
	
   

  	
   

  	
  Name:

  	
  Steven G. Nelson

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VANTAGE ENERGY SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Bragg

  
	
   

  	
   

  	
  Name:

  	
  Paul A. Bragg

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  



 



 10















EXHIBIT
A


[Letterhead
of Company]


[Insert date]


Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn:      [                   ]


                                Re:           Trust Account No. [ ] Termination
Letter


Gentlemen:


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Vantage Energy Services, Inc. (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”),
dated as of [                   ],
2007 (the “Trust Agreement”), this
is to advise you that the Company has entered into an agreement (the “Business Agreement”) with [                   ]
(“Target Business”) to consummate
a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company
shall notify you at least 48 hours in advance of the actual date of the
consummation of the Business Combination (the “Consummation Date”) and shall provide you with an Officers’
Certificate in accordance with Sections 1(i) and 3(e) of the Trust Agreement.
Capitalized terms used herein and not otherwise define shall have the meaning
ascribed to them in the Trust Agreement.


In accordance with paragraph 2 of Article 6 of the
Amended and Restated Certificate of Incorporation of the Company, the Business
Combination has been approved by the stockholders of the Company and by the
Public Stockholders holding a majority of the IPO Shares, and Public
Stockholders holding less than 30% of the IPO Shares have voted against the
Business Combination and given notice of exercise of their conversion rights
described in paragraph 3 of Article 6 of the Amended and Restated Certificate
of Incorporation of the Company. Pursuant to Section 3(e) of the Trust
Agreement, we are providing you with [ an affidavit ] [ a certificate ] of                    ,
which verifies the vote of the Company’s stockholders in connection with the
Business Combination.  In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence
liquidation of the Trust Account to the effect that, on the Consummation Date,
all of funds held in the Trust Account will be immediately available for
transfer to the account or accounts that the Company and Deutsche Bank shall
direct in writing on the Consummation Date.


On the Consummation Date, (i) counsel for the Company
shall deliver to you written notification that (a) all of the conditions to
closing of the Business Combination have been satisfied and the closing date
for such Business Combination has been consummated or will, 


 



 11
 









concurrently with your transfer of funds to the
accounts as directed by the Company, be consummated, and has been scheduled
pursuant to the terms of the Business Agreement; (ii) the Company shall deliver
along with the oath and report of inspector of election certified by an
independent inspector which may be the Trustee or as otherwise appointed by
Deutsche Bank (collectively, the “Report”);
and (iii) the Company and Deutsche Bank shall deliver to you joint written
instructions with respect to the transfer of the funds, including the Contingent
Discount, held in the Trust Account (“Instructions”).
You are hereby directed and authorized to transfer the funds held in the Trust
Account immediately upon your receipt of the counsel’s letter, the Report,
evidence of delivery of the Stock Certificates, the Officers’ Certificate and
the Instructions in accordance with the terms of the Instructions.
Notwithstanding the foregoing, upon verification of receipt by you of the
Instructions, we hereby agree and acknowledge that the Property in the Trust Account
shall be distributed as follows: (1) first, to Deutsche Bank by wire transfer
(or as otherwise directed by Deutsche Bank) in immediately available funds, the
aggregate amount of $7,200,000 (or $8,280,000, if the Underwriters’
over-allotment option has been exercised in full); and (2) thereafter, to any
other Beneficiary in accordance with the terms of the Instructions. In the
event that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company and Deutsche
Bank of the same and, if the amount set forth in sub-clause (1) shall not have
been paid in full, Deutsche Bank and the Company shall issue joint written
instructions directing you as to whether such funds should remain in the Trust
Account and be distributed after the Consummation Date to the Company and/or
Deutsche Bank. Upon the distribution of all the funds in the Trust Account
pursuant to the terms hereof, the Trust Agreement shall be terminated.


In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we
have not notified you on or before the original Consummation Date of a new
Consummation Date, then the funds held in the Trust Account shall be reinvested
as provided in the Trust Agreement on the business day immediately following
the Consummation Date, as set forth in the notice.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  VANTAGE ENERGY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Paul A. Bragg

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Christopher G. DeClaire

  
	
   

  	
   

  	
  Chief Financial Officer

  



 



 12
 









EXHIBIT
B


[Letterhead
of Company]


[Insert date]


Continental Stock Transfer
& Trust Company

17 Battery Place

New York, New York 10004

Attn:       [                   ]


                                Re:           Trust Account No. [  ]
Termination Letter


Gentlemen:


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Vantage Energy Services, Inc.
(the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”),
dated as of [                   ], 2007 (the “Trust Agreement”), this is to advise you that the Board of
Directors of the Company has voted to dissolve the Company and liquidate the
Trust Account (as defined in the Trust Agreement). Attached hereto is a copy of
the minutes of the meeting of the Board of Directors of the Company relating
thereto, certified by the Secretary of the Company as true and correct and in
full force and effect.


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence liquidation of the
Trust Account as a part of the Company’s plan of dissolution and distribution.
In connection with this liquidation, you are hereby authorized to establish a
record date for the purposes of determining the stockholders of record entitled
to receive their per share portion of the Trust Account. The record date shall
be within ten (10) days of the liquidation date, or as soon as thereafter as is
practicable. You will notify the Company and Continental Stock Transfer & Trust
Company (“Designated Paying Agent”)
in writing as to when all of the funds in the Trust Account will be available
for immediate transfer (“Transfer Date”).
The Designated Paying Agent shall thereafter notify you as to the account or
accounts of the Designated Paying Agent that the funds in the Trust Account
should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with terms of the
Trust Agreement and the Company’s Amended and Restated Certificate of Incorporation. Upon the
payment of all the funds in the Trust Account, the Trust Agreement shall be
terminated and the Trust Account closed.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  VANTAGE ENERGY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Paul A. Bragg, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Christopher G. DeClaire, Chief Financial Officer

  



 


 



 13
 









EXHIBIT
C


	
  AUTHORIZED INDIVIDUAL(S)

  FOR TELEPHONE CALL BACK

  	
   

  	
   

  	
   

  	
  AUTHORIZED

  TELEPHONE NUMBER(S)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vantage Energy
  Services, Inc.

  	
   

  	
  (713) 839-8856

  	
   

  
	
  777 Post Oak
  Blvd., Suite 610

  	
   

  	
   

  	
   

  
	
  Houston, Texas
  77056

  	
   

  	
   

  	
   

  
	
  Attn: Paul A.
  Bragg, Chief Executive Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deutsche
  Bank Securities Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  300 S. Grand
  Avenue, 42nd Floor

  	
   

  	
  (213) 620-8167

  	
   

  
	
  Los Angeles, CA
  90071

  	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental
  Stock Transfer & Trust Company

  	
   

  	
  (212) 845-3201

  	
   

  
	
  17 Battery Place

  	
   

  	
   

  	
   

  
	
  New York, New
  York 10004

  	
   

  	
   

  	
   

  
	
  Attn: Steven G.
  Nelson

  	
   

  	
   

  	
   

  




 14
 









SCHEDULE
A


Schedule
of fees pursuant to Section 3(c) of Investment Management Trust Agreement


between Vantage Energy
Services, Inc. and


Continental Stock
Transfer & Trust Company


	
  Fee Item

  	
   

  	
   

  	
   

  	
  Time and method of payment

  	
   

  	
  Amount

  
	
  Initial acceptance fee

  	
   

  	
  Initial closing of IPO
  by wire transfer

  	
   

  	
  $1,000

  
	
  Annual fee

  	
   

  	
  First year, initial
  closing of IPO by wire transfer; thereafter on the anniversary of the
  effective date of the IPO by wire transfer or check

  	
   

  	
  $3,000

  
	
  Transaction processing fee for disbursements to
  Company under Sections 2(a)

  	
   

  	
  Deduction by Trustee from disbursement made to
  Company

  	
   

  	
  $250

  



 


	
  

  	
  Agreed:

  
	
  Dated:  May 24, 2007

  	
   

  
	
   

  	
  Vantage Energy Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Bragg

  
	
   

  	
   

  	
        Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Continental Stock Transfer & Trust Co.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank A. DiPaolo

  
	
   

  	
   

  	
        Authorized Officer

  



 



 15