Exhibit
10.4


REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is
entered into as of the 24th day of May 2007,
by and among Vantage Energy Services, Inc., a Delaware corporation (the “Company”), and the undersigned parties
listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).


WHEREAS, the Investors
currently hold all of the issued and outstanding securities of the Company; and


WHEREAS, the Investors
and the Company desire to enter into this Agreement to provide the Investors
with certain rights relating to the registration of (i) shares of Common Stock;
(ii) Warrants; and (iii) shares of Common Stock underlying Warrants.


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


1.             DEFINITIONS.  The following capitalized
terms used herein have the following meanings:


“Agreement” means this Agreement, as
amended, restated, supplemented, or otherwise modified from time to time.


“Commission” means the Securities and
Exchange Commission, or any other federal agency then administering the
Securities Act or the Exchange Act.


“Common Stock” means the common stock, par
value $0.001 per share, of the Company.


“Company” is defined in the preamble to this
Agreement.


“Demand Registration” is defined in
Section 2.1.1.


“Demanding Holder” is defined in
Section 2.1.1.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time.


“Form S-3” is defined in Section 2.3.


“Indemnified Party” is defined in
Section 4.3.


“Indemnifying Party” is defined in
Section 4.3.













“Investor” is defined in the preamble to
this Agreement.


“Investor Indemnified Party” is defined in
Section 4.1.


“Majority
in interest” of Registrable Securities means a majority of
the shares of Common Stock and shares of Common Stock underlying the Warrants
included in the Registrable Securities.


“Maximum Number of Shares” is defined in
Section 2.1.4.


“Notices” is defined in Section 6.3.


“Piggy-Back Registration” is defined in
Section 2.2.1.


“Register,” “registered” and “registration”
mean a registration effected by preparing and filing a registration statement
or similar document in compliance with the requirements of the Securities Act,
and the applicable rules and regulations promulgated thereunder, and such
registration statement becoming effective.


“Registrable Securities” mean all of (i) the
shares of Common Stock owned or held by Investors; (ii) the Warrants; and (iii)
the shares of Common Stock issuable upon exercise of the Warrants. 
Registrable Securities include any warrants, shares of capital stock or other
securities of the Company issued as a dividend or other distribution with
respect to or in exchange for or in replacement of such Registrable
Securities.  As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when:  (a) a Registration
Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; (c) such securities
may be sold by the Investor without restriction; (d) such securities shall have
ceased to be outstanding; or (e) the Securities and Exchange Commission makes a
definitive determination to the Company that the Registrable Securities are
saleable under Rule 144(k).


“Registration Statement” means a
registration statement filed by the Company with the Commission in compliance
with the Securities Act and the rules and regulations promulgated thereunder
for a public offering and sale of Common Stock (other than a registration
statement on Form S-4 or Form S-8, or any successor forms, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another entity).


“Release Date” means the date on which
shares of Common Stock are disbursed from escrow pursuant to Section 3 of
that certain Stock Escrow Agreement, dated as of May 24, 2007, by and among the
parties hereto and Continental Stock Transfer & Trust Company.



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“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


“Underwriter” means a securities dealer who
purchases any Registrable Securities as principal in an underwritten offering
and not as part of such dealer’s market-making activities.


“Warrants” means the Warrants to purchase an
aggregated 3,375,000 shares of Common Stock issued by the Company to the
Investors prior to the close hereof in connection with a private placement
pursuant to an Amended and Restated Subscription Agreement dated as of February
6, 2007 between the Company and the Investors.


2.             REGISTRATION RIGHTS.


2.1           Demand Registration.


2.1.1.      
Request for Registration.  At any time and from time to time
beginning on or after the Release Date, the holders of a Majority-in-interest
of the Registrable Securities held by the Investors or the transferees of the
Investors, may make a written demand for registration under the Securities Act
of all or part of their Registrable Securities (a “Demand Registration”).  Any demand for a Demand
Registration shall specify the number and type of Registrable Securities
proposed to be sold and the intended method(s) of distribution thereof. 
The Company will notify all holders of Registrable Securities of the demand,
and each holder of Registrable Securities who wishes to include all or a
portion of such holder’s Registrable Securities in the Demand Registration
(each such holder including Registrable Securities in such Demand Registration,
a “Demanding Holder”) shall so
notify the Company within fifteen (15) days after the receipt by the holder of
the notice from the Company.  Upon any such request, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand
Registration, subject to Section 2.1.4 and the provisos set forth in
Section 3.1.1.  The Company shall not be obligated to effect more
than an aggregate of two (2) Demand Registrations under this Section 2.1.1
in respect of Registrable Securities.


2.1.2.      
Effective Registration.  A registration will not count as a Demand
Registration until the Registration Statement filed with the Commission with
respect to such Demand Registration has been declared effective and the Company
has complied with all of its obligations under this Agreement with respect
thereto; provided, however, that, if after such Registration Statement has been
declared effective, the offering of Registrable Securities pursuant to a Demand
Registration is interfered with by any stop order or injunction of the
Commission or any other governmental agency or court, the Registration
Statement with respect to such Demand Registration will be deemed not to have
been declared effective, unless and until (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a Majority-in-interest of
the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall
not be obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is
terminated.



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2.1.3.      
Underwritten Offering.  If a Majority-in-interest of the Demanding
Holders so elect and such holders so advise the Company as part of their
written demand for a Demand Registration, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an
underwritten offering. In such event, the right of any holder of Registrable
Securities to include its Registrable Securities in such registration shall be
conditioned upon such holder’s participation in such underwriting and the inclusion
of such holder’s Registrable Securities in the underwriting to the extent
provided herein.  All Demanding Holders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such
underwriting by a Majority-in-interest of the holders initiating the Demand
Registration.


2.1.4.      
Reduction of Offering.  Subject to the piggy-back registration
rights set forth in that certain Unit Purchase Option issued to Deutsche Bank
Securities Inc. or its designees in connection with the Company’s initial
public offering (the “Unit Purchase Options” and such registrable securities
thereunder, the “Option Securities”), which rights in no way shall be limited
by the Maximum Number of Shares to be included in the Registration Statement
pursuant to this Section 2.1.4, if the managing Underwriter or Underwriters for
a Demand Registration that is to be an underwritten offering advises the
Company and the Demanding Holders in writing that the dollar amount or number
of Registrable Securities which the Demanding Holders desire to sell, taken
together with all other shares of Common Stock or other securities which the
Company desires to sell and the shares of Common Stock or other Securities, if
any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other securityholders of the
Company who desire to sell, exceeds the maximum dollar amount or maximum number
of securities that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum
number of securities, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such
registration:  (i) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (pro rata in accordance with the number of
shares of Registrable Securities which such Demanding Holder has requested be
included in such registration, regardless of the number of Registrable
Securities held by each Demanding Holder) that can be sold without exceeding
the Maximum Number of Shares; (ii) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (i), the
shares of Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares; (iii) third,
to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (i) and (ii), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons and that can be
sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other
securities that other securityholders desire to sell that can be sold without
exceeding the Maximum Number of Shares.


2.1.5.      
Withdrawal. If a Majority-in-interest of the Demanding Holders
disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such Majority-in-interest of
the Demanding Holders may elect to 



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withdraw from such offering by giving written notice
to the Company and the Underwriter or Underwriters of their request to withdraw
prior to the effectiveness of the Registration Statement filed with the
Commission with respect to such Demand Registration.  In such event, the
Company need not seek effectiveness of such Registration Statement for the
benefit of other Investors, unless otherwise required to do so. If the
Majority-in-interest of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration, then such registration shall not
count as a Demand Registration provided for in Section 2.1.1.


2.2           Piggy-Back Registration.


2.2.1.      
Piggy-Back Rights.  If at any time on or after the Release Date the
Company proposes to file a Registration Statement under the Securities Act with
respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the
Company for its own account or for securityholders of the Company for their
accounts (or by the Company and by securityholders of the Company including,
without limitation, pursuant to Section 2.1), other than a Registration
Statement (i) filed in connection with any employee stock option or other
benefit plan, (ii) for an exchange offer or offering of securities solely to
the Company’s existing securityholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall (x) give written notice of such
proposed filing to the holders of Registrable Securities as soon as practicable
but in no event less than fifteen (15) days before the anticipated filing date,
which notice shall describe the amount and type of securities to be included in
such offering, the intended method(s) of distribution, and the name of the
proposed managing Underwriter or Underwriters, if any, of the offering, and (y)
offer to the holders of Registrable Securities in such notice the opportunity
to register the sale of such number of shares of Registrable Securities as such
holders may request in writing within ten (10) days following receipt of such
notice (a “Piggy-Back Registration”). 
The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing Underwriter
or Underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration to be included
on the same terms and conditions as any similar securities of the Company and
to permit the sale or other disposition of such Registrable Securities in
accordance with the intended method(s) of distribution thereof.  All
holders of Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an Underwriter or Underwriters
shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such Piggy-Back Registration.


2.2.2.      
Reduction of Offering.  Subject to the piggy-back registration
rights set forth in the Unit Purchase Options, which rights in no way shall be
limited by the Maximum Number of Shares to be included in the Registration
Statement pursuant to this Section 2.2.2, if the managing Underwriter or
Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in
writing that the dollar amount or number of shares of Common Stock or other
securities which the Company desires to sell, taken together with shares of
Common Stock or other securities, if any, as to which registration has been
demanded pursuant to written contractual arrangements with persons other than
the holders of Registrable Securities hereunder, the Registrable Securities as 



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to which registration has been requested under this
Section 2.2, and the shares of Common Stock or other securities, if any,
as to which registration has been requested pursuant to the written contractual
piggy-back registration rights of other securityholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any such
registration:


(i)           If
the registration is undertaken for the Company’s account: (A) first, the shares
of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (B) second, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the shares of Common Stock and other securities, if any,
including the Registrable Securities, as to which registration has been
requested pursuant to written contractual piggy-back registration rights of
security holders (pro rata in accordance with the number of shares of Common
Stock and other securities which each such person has actually requested to be
included in such registration, regardless of the number of shares of Common
Stock and other securities with respect to which such persons have the right to
request such inclusion) that can be sold without exceeding the Maximum Number
of Shares; and


(ii)          If
the registration is a “demand” registration undertaken at the demand of persons
other than the holders of Registrable Securities pursuant to written
contractual arrangements with such persons, (A) first, the shares of Common
Stock and other securities for the account of the demanding persons that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of
Shares; and (C) third, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A) and (B), the Registrable
Securities as to which registration has been requested under this
Section 2.2 (pro rata in
accordance with the number of shares of Registrable Securities which each such
person has actually requested to be included in such registration, regardless
of the number of shares of Common Stock and other securities with respect to
which such persons have the right to request such inclusion by such holder);
and (D) fourth, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A), (B) and (C), the shares of
Common Stock or other securities, if any, as to which registration has been
requested pursuant to written contractual piggy-back registration rights which
other securityholders desire to sell that can be sold without exceeding the
Maximum Number of Shares.


2.2.3.      
Withdrawal.  Any holder of Registrable Securities may elect to
withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request
to withdraw prior to the effectiveness of the Registration Statement.  The
Company (whether on its own determination or as a result of the withdrawal by
persons making a demand pursuant to written contractual obligations) may also
elect to withdraw a registration statement at any time prior to the
effectiveness of the Registration Statement.  Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the holders of
Registrable Securities in connection with such Piggy-Back Registration as
provided in Section 3.3.



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2.3           Registrations on Form S-3. 
The holders of Registrable Securities may at any time and from time to time
beginning on or after the Release Date, request in writing that the Company
register the resale of any or all of such Registrable Securities on Form S-3 or
any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to
effect such request through an underwritten offering.  Upon receipt of
such written request, the Company will promptly give written notice of the
proposed registration to all other holders of Registrable Securities, and, as
soon as practicable thereafter, effect the registration of all or such portion
of such holder’s or holders’ Registrable Securities as are specified in such
request, together with all or such portion of the Registrable Securities of any
other holder or holders joining in such request as are specified in a written
request given within fifteen (15) days after receipt of such written notice
from the Company; provided, however,
that the Company shall not be obligated to effect any such registration
pursuant to this Section 2.3: (i) if Form S-3 is not available for such
offering; or (ii) if the holders of the Registrable Securities, together with
the holders of any other securities of the Company entitled to inclusion in
such registration, propose to sell Registrable Securities and such other
securities (if any) at any aggregate price to the public of less than $500,000.
Registrations effected pursuant to this Section 2.3 shall not be counted
as Demand Registrations effected pursuant to Section 2.1.


2.4.          No Net Cash Settlement Value.  In no event will the Holders be entitled to
receive a net cash settlement or other consideration in lieu of physical
settlement in shares of Common Stock, regardless of whether the Common Stock
(or Common Stock underlying the Registrable Securities) is registered pursuant
to an effective Registration Statement.


3.             REGISTRATION PROCEDURES.


3.1           Filings; Information. 
Whenever the Company is required to effect the registration of any Registrable
Securities pursuant to Section 2, the Company shall use its best efforts
to effect the registration and sale of such Registrable Securities in
accordance with the intended method(s) of distribution thereof as expeditiously
as practicable, and in connection with any such request:


3.1.1.      
Filing Registration Statement.  The Company shall, as expeditiously
as possible and in any event within sixty (60) days after receipt of a request
for a Demand Registration pursuant to Section 2.1, prepare and file with
the Commission a Registration Statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which
form shall be available for the sale of all Registrable Securities to be
registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its best efforts to cause such Registration Statement to
become and remain effective for the period required by Section 3.1.3; provided, however, that the Company shall
have the right to defer any Demand Registration for up to thirty (30) days, and
any Piggy-Back Registration for such period as may be applicable to deferment
of any demand registration to which such Piggy-Back Registration relates, in
each case if the Company shall furnish to the holders a certificate signed by
the Chief Executive Officer of the Company stating that, in the good faith
judgment of the Board of Directors of the Company, it would be materially
detrimental to the Company and its stockholders for such Registration Statement
to be effected at such time; provided
further, 



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however, that the
Company shall not have the right to exercise the right set forth in the
immediately preceding proviso more than once in any 365-day period in respect
of a Demand Registration hereunder.


3.1.2.      
Copies.  The Company shall, prior to filing a Registration
Statement or prospectus, or any amendment or supplement thereto, furnish
without charge to the holders of Registrable Securities included in such
registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such
Registration Statement (including each preliminary prospectus), and such other
documents as the holders of Registrable Securities included in such
registration or legal counsel for any such holders may request in order to
facilitate the disposition of the Registrable Securities owned by such holders.


3.1.3.      
Amendments and Supplements.  The Company shall prepare and file
with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all
Registrable Securities and other securities covered by such Registration
Statement have been disposed of in accordance with the intended method(s) of
distribution set forth in such Registration Statement (which period shall not
exceed the sum of one hundred eighty (180) days plus any period during which
any such disposition is interfered with by any stop order or injunction of the
Commission or any governmental agency or court) or such securities have been
withdrawn.


3.1.4.      
Notification.  After the filing of a Registration Statement, the
Company shall promptly, and in no event more than two (2) business days after
such filing, notify the holders of Registrable Securities included in such
Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2)
business days of the occurrence of any of the following:  (i) when
such Registration Statement becomes effective; (ii) when any
post-effective amendment to such Registration Statement becomes effective;
(iii) the issuance or threatened issuance by the Commission of any stop
order (and the Company shall take all actions required to prevent the entry of
such stop order or to remove it if entered); and (iv) any request by the
Commission for any amendment or supplement to such Registration Statement or
any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of the
securities covered by such Registration Statement, such prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and promptly make available to the holders of Registrable
Securities included in such Registration Statement any such supplement or
amendment; except that before filing with the Commission a Registration
Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the holders
of Registrable Securities included in such Registration Statement and to the
legal counsel for any such holders, copies of all such documents proposed to be
filed sufficiently in advance of filing to provide such holders and legal 



 8
 









counsel with a reasonable opportunity to review such
documents and comment thereon, and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto, including documents
incorporated by reference, to which such holders or their legal counsel shall
reasonably object.


3.1.5.      
State Securities Laws Compliance.  The Company shall use its best
efforts to (i) register or qualify the Registrable Securities covered by
the Registration Statement under such securities or “blue sky” laws of such
jurisdictions in the United States as the holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of
distribution) may request, and (ii) take such action necessary to cause
such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other Governmental Authorities as may be
necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be necessary or advisable to enable the
holders of Registrable Securities included in such Registration Statement to
consummate the disposition of such Registrable Securities in such
jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3.1.5 or subject itself to taxation in any such jurisdiction.


3.1.6.      
Agreements for Disposition.  The Company shall enter into customary
agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities. 
The representations, warranties and covenants of the Company in any
underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for the
benefit of the holders of Registrable Securities included in such registration
statement.  No holder of Registrable Securities included in such
registration statement shall be required to make any representations or
warranties in the underwriting agreement except, if applicable, with respect to
such holder’s organization, good standing, authority, title to Registrable
Securities, lack of conflict of such sale with such holder’s material
agreements and organizational documents, and with respect to written
information relating to such holder that such holder has furnished in writing
expressly for inclusion in such Registration Statement. Holders of Registrable
Securities shall agree to such covenants and indemnification and contribution
obligations for selling stockholders as are customarily contained in agreements
of that type. Further, such holders shall cooperate fully in the preparation of
the registration statement and other documents relating to any offering in
which they include securities pursuant to Section 2 hereof; provided, however,
that such cooperation shall be limited to furnishing to the Company such
information regarding itself, the Registrable Securities held by such holder
and the intended method of disposition of such securities as shall be
reasonably required to effect the registration of the Registrable Securities.


3.1.7.      
Cooperation.  The principal executive officer of the Company, the
principal financial officer of the Company, the principal accounting officer of
the Company and all other officers and members of the management of the Company
shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the
Registration Statement with respect to such offering and all other offering 



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materials and related documents, and participation in
meetings with Underwriters, attorneys, accountants and potential investors.


3.1.8.      
Records.  The Company shall make available for inspection by the
holders of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other professional retained by any
holder of Registrable Securities included in such Registration Statement or any
Underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any of them in
connection with such Registration Statement.


3.1.9.      
Opinions and Comfort Letters.  The Company shall furnish to each
holder of Registrable Securities included in any Registration Statement a
signed counterpart, addressed to such holder, of (i) any opinion of
counsel to the Company delivered to any Underwriter, and (ii) any comfort
letter from the Company’s independent public accountants delivered to any
Underwriter.  In the event no legal opinion is delivered to any
Underwriter, the Company shall furnish to each holder of Registrable Securities
included in such Registration Statement, at any time that such holder elects to
use a prospectus, an opinion of counsel to the Company to the effect that the
Registration Statement containing such prospectus has been declared effective
and that no stop order is in effect.


3.1.10.    
Earnings Statement.  The Company shall comply with all applicable
rules and regulations of the Commission and the Securities Act, and make
available to its stockholders, as soon as practicable, an earnings statement
covering a period of twelve (12) months, beginning within three (3) months
after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.


3.1.11.    
Listing.  The Company shall use its best efforts to cause all
Registrable Securities included in any registration to be listed on such
exchanges or otherwise designated for trading in the same manner as similar
securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to
the holders of a Majority-in-interest of the Registrable Securities included in
such registration.


3.2           Obligation to Suspend Distribution. 
Upon receipt of any notice from the Company of the happening of any event of
the kind described in Section 3.1.4(iv), or, in the case of a resale
registration on Form S-3 pursuant to Section 2.3 hereof, upon any
suspension by the Company, pursuant to a written insider trading compliance
program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the
existence of material non-public information, each holder of Registrable
Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such holder receives the
supplemented or amended prospectus contemplated by Section 3.1.4(iv) or
the restriction on the ability of “insiders” to transact in the Company’s 



 10
 









securities is removed, as applicable, and, if so
directed by the Company, each such holder will deliver to the Company all
copies, other than permanent file copies then in such holder’s possession, of
the most recent prospectus covering such Registrable Securities at the time of
receipt of such notice.


3.3          
Registration Expenses.  The Company shall bear all costs and
expenses incurred in connection with any Demand Registration pursuant to
Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and
any registration on Form S-3 effected pursuant to Section 2.3, and all
expenses incurred in performing or complying with its other obligations under
this Agreement, whether or not the Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees;
(ii) fees and expenses of compliance with securities or “blue sky” laws
(including fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities); (iii) printing expenses;
(iv) the Company’s internal expenses (including, without limitation, all
salaries and expenses of its officers and employees); (v) the fees and
expenses incurred in connection with the listing of the Registrable Securities
as required by Section 3.1.11; (vi) National Association of
Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for
the Company and fees and expenses for independent certified public accountants
retained by the Company (including the expenses or costs associated with the
delivery of any opinions or comfort letters requested pursuant to Section 3.1.9);
(viii) the fees and expenses of any special experts retained by the
Company in connection with such registration; and (ix)  the fees and
expenses of one legal counsel selected by the holders of a Majority-in-interest
of the Registrable Securities included in such registration.  The Company
shall have no obligation to pay any underwriting discounts or selling
commissions attributable to the Registrable Securities being sold by the
holders thereof, which underwriting discounts or selling commissions shall be
borne solely by such holders.  Additionally, in an underwritten offering,
all selling securityholders and the Company shall bear the expenses of the
underwriter pro rata in proportion to the respective dollar amount of
securities each is selling in such offering.


3.4         
Information.  The holders of Registrable Securities shall provide
such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration
Statement, including amendments and supplements thereto, in order to effect the
registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with
federal and applicable state securities laws.


3.5   Holder
Obligations. No holder of Registrable Securities may participate in any
underwritten offering pursuant to this Section 3 unless such holder (i) agrees
to sell only such holder’s Registrable Securities on the basis reasonably
provided in any underwriting agreement, and (ii) completes, executes and
delivers any and all questionnaires, powers of attorney, custody agreements,
indemnities, underwriting agreements and other documents reasonably required by
or under the terms of any underwriting agreement or as reasonably requested by
the Company.


 



 11















4.            INDEMNIFICATION
AND CONTRIBUTION.


4.1         
Indemnification by the Company.  The Company agrees to indemnify
and hold harmless each Investor and each other holder of Registrable
Securities, and each of their respective officers, employees, affiliates,
directors, partners, members, attorneys and agents, and each person, if any,
who controls an Investor and each other holder of Registrable Securities
(within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) (each, an “Investor
Indemnified Party”), from and against any expenses, losses,
judgments, claims, damages or liabilities, whether joint or several, arising
out of or based upon any untrue statement (or allegedly untrue statement) of a
material fact contained in any Registration Statement under which the sale of
such Registrable Securities was registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arising out of or based upon any omission (or alleged omission)
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by the Company of the
Securities Act or any rule or regulation promulgated thereunder applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration; and the Company shall promptly reimburse
the Investor Indemnified Party for any legal and any other expenses reasonably
incurred by such Investor Indemnified Party in connection with investigating
and defending any such expense, loss, judgment, claim, damage, liability or
action; provided, however, that
the Company will not be liable in any such case to the extent that any such
expense, loss, claim, damage or liability arises out of or is based upon any
untrue statement or allegedly untrue statement or omission or alleged omission
made in such Registration Statement, preliminary prospectus, final prospectus,
or summary prospectus, or any such amendment or supplement, in reliance upon
and in conformity with information furnished to the Company, in writing, by
such selling holder expressly for use therein. The Company also shall indemnify
any Underwriter of the Registrable Securities, their officers, employees,
affiliates, directors, partners, members, attorneys and agents and each person
who controls such Underwriter on substantially the same basis as that of the
indemnification provided above in this Section 4.1.


4.2          
Indemnification by Holders of Registrable Securities.  Each selling
holder of Registrable Securities will, in the event that any registration is
being effected under the Securities Act pursuant to this Agreement of any
Registrable Securities held by such selling holder, indemnify and hold harmless
the Company, each of its directors and officers and each underwriter (if any),
and each other person, if any, who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, against any losses, claims, judgments, damages or liabilities,
whether joint or several, insofar as such losses, claims, judgments, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or allegedly untrue statement of a material fact contained in
any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or
any amendment or supplement to the Registration Statement, or arise out of or
are based upon any omission or the alleged omission to state a material fact
required to be stated therein or necessary to make the statement therein not
misleading, if the statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company by such selling
holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each such controlling person for 



 12
 









any legal or other expenses reasonably incurred by any
of them in connection with investigation or defending any such loss, claim,
damage, liability or action.  Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to
the amount of any net proceeds actually received by such selling holder in
connection with the sale of the Registrable Securities by such selling holder
pursuant to the Registration Statement containing such untrue statement or
allegedly untrue statement.


4.3          
Conduct of Indemnification Proceedings.  Promptly after receipt by
any person of any notice of any loss, claim, damage or liability or any action
in respect of which indemnity may be sought pursuant to Section 4.1 or
4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for
indemnification hereunder, promptly notify such other person (the “Indemnifying Party”) in writing of the
loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party
to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party
hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure.  If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then
the Indemnifying Party shall be entitled to participate in such claim or
action, and, to the extent that it elects, jointly with all other Indemnifying
Parties, to assume control of the defense thereof with counsel satisfactory to
the Indemnified Party.  After notice from the Indemnifying Party to the
Indemnified Party of its election to assume control of the defense of such
claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of
investigation; provided, however,
that in any action in which both the Indemnified Party and the Indemnifying
Party are named as defendants, the Indemnified Party shall have the right to
employ separate counsel (but no more than one such separate counsel) to
represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be
sought by the Indemnified Party against the Indemnifying Party, with the fees
and expenses of such counsel to be paid by such Indemnifying Party if, based
upon the written opinion of counsel of such Indemnified Party, representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them.  No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, consent to entry of
judgment or effect any settlement of any claim or pending or threatened
proceeding in respect of which the Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.


4.4          
Contribution.


4.4.1.      If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and
4.3 is unavailable to any Indemnified Party in respect of any loss, claim,
damage, liability or action referred to herein, then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such loss,
claim, damage, liability or action in such proportion as is appropriate to the
relative 



 13
 









fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such
loss, claim, damage, liability or action, as well as any other relevant
equitable considerations.  The relative fault of any Indemnified Party and
any Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


4.4.2.      The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1.  The amount paid or payable by
an Indemnified Party as a result of any loss, claim, damage, liability or
action referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses incurred by such Indemnified Party in connection with investigating or
defending any such action or claim.  Notwithstanding the provisions of
this Section 4.4, no holder of Registrable Securities shall be required to
contribute any amount in excess of the dollar amount of the net proceeds (after
payment of any underwriting fees, discounts, commissions or taxes) actually
received by such holder from the sale of Registrable Securities which gave rise
to such contribution obligation.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


5.            OTHER
COVENANTS.


5.1          
Rule 144.  The Company covenants that it shall file any
reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities
may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the
Securities Act, as such Rules may be amended from time to time, or any similar
Rule or regulation (but not Rule 144A) hereafter adopted by the
Commission.


6.            MISCELLANEOUS.


6.1          
Other Registration Rights.  The Company represents and warrants
that other than certain registration rights granted to Deutsche Bank Securities
Inc., no person, other than a holder of the Registrable Securities, currently
has any right to require the Company to register any shares of the Company’s
capital stock for sale or to include shares of the Company’s capital stock in
any registration filed by the Company for the sale of shares of capital stock
for its own account or for the account of any other person. The Company shall
not grant to any other person any right to register his, her or its securities
of the Company which are inconsistent with the rights granted hereunder.



 14
 









6.2          
Assignment; No Third Party Beneficiaries.  This Agreement and the
rights, duties and obligations of the Company hereunder may not be assigned or
delegated by the Company in whole or in part.  This Agreement and the
rights, duties and obligations of the holders of Registrable Securities hereunder
may be freely assigned or delegated by such holder of Registrable Securities in
conjunction with and to the extent of any transfer of Registrable Securities by
any such holder in accordance with applicable law.  This Agreement and the
provisions hereof shall be binding upon and shall inure to the benefit of each
of the parties and their respective successors and the permitted assigns of the
Investor or holder of Registrable Securities or of any assignee of the Investor
or holder of Registrable Securities.  This Agreement is not intended to
confer any rights or benefits on any persons that are not party hereto other
than as expressly set forth in Article 4 and this Section 6.2.


6.3          
Notices. All notices, demands, requests, consents, approvals or other communications
(collectively, “Notices”) required
or permitted to be given hereunder or which are given with respect to this
Agreement shall be in writing and shall be personally served, sent by
registered or certified mail, return receipt requested, or sent by reputable
air courier service with charges prepaid, addressed as set forth below, or to
such other address as such party shall have specified most recently by written
notice provided in accordance with this Section 6.3.  Notice shall be
deemed given on the date of service if served personally, on the third business
day after registration or certification, if sent by registered or certified
mail, or on the next business day following timely delivery of such notice to a
reputable air courier service with an order for next-day delivery, if sent by
such courier service.


To the Company:


Vantage Energy
Services, Inc.

777 Post Oak Blvd., Suite 610

Houston, Texas 77056

Attention:  Chief Executive Officer

Fax: (713) 781-9655


with a copy to:


Ellenoff Grossman
& Schole LLP

370 Lexington Avenue, 19th Floor

New York, NY 10017

Attn:   Douglas S. Ellenoff, Esq.;

Fax: (212) 370-7889


And


To an Investor, to
the attention of the Investor at the address set forth opposite his, her or its
respective name on the signature page hereto.



 15
 









6.4           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.


6.5           
Counterparts; Facsimile Signatures.  This Agreement may be executed
in one or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart.  In the
event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


6.6           
Entire Agreement.  This Agreement (including all agreements entered
into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.


6.7           
Modifications and Amendments.  No amendment, modification or termination
of this Agreement shall be binding upon any party unless executed in writing by
such party.


6.8           
Titles and Headings.  Titles and headings of sections of this
Agreement are for convenience only and shall not affect the construction of any
provision of this Agreement.


6.9           
Waivers and Extensions.  Any party to this Agreement may waive any
right, breach or default which such party has the right to waive, provided that such waiver will not be
effective against the waiving party unless it is in writing, is signed by such
party, and specifically refers to this Agreement.  Waivers may be made in
advance or after the right waived has arisen or the breach or default waived
has occurred.  Any waiver may be conditional.  No waiver of any breach
of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision
herein contained.  No waiver or extension of time for performance of any
obligations or acts shall be deemed a waiver or extension of the time for
performance of any other obligations or acts.


6.10           
Remedies Cumulative.  In the event that the Company fails to
observe or perform any covenant or agreement to be observed or performed under
this Agreement, any Investor or any other holder of Registrable Securities may
proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for
an injunction against the breach of any such term or in aid of the exercise of
any power granted in this Agreement or to enforce any other legal or equitable
right, or to take any one or more of such actions, without being required to
post a bond.  None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each 



 16
 









such right, power or remedy shall be cumulative and in
addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or
otherwise.


6.11           
Governing Law. This Agreement shall be governed by, interpreted under,
and construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed within the State of New York,
without giving effect to any choice-of-law provisions thereof that would compel
the application of the substantive laws of any other jurisdiction.


6.12           
Waiver of Trial by Jury.  Each party hereby irrevocably and
unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise)
arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of any Investor in the negotiation,
administration, performance or enforcement hereof.


(The
remainder of this page intentionally left blank. Signature pages to follow.)



 17
 









IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be executed and delivered by their duly
authorized representatives as of the date first written above.


	
  

  	
  VANTAGE ENERGY SERVICES, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Bragg

  
	
   

  	
   

  	
  Paul A. Bragg

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Bragg

  
	
   

  	
   

  	
  Paul A. Bragg

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock:
  2,205,000

  
	
   

  	
  Number of Warrants:
  945,000

  
	
   

  	
  Aggregate Purchase
  Price:$1,687,000

  
	
   

  	
  Address:

  	
  777 Post Oak Blvd., Suite 610

  
	
   

  	
   

  	
  Houston, Texas 77056

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher G. DeClaire

  
	
   

  	
   

  	
  Christopher G. DeClaire

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock:
  1,134,000

  
	
   

  	
  Number of Warrants:
  486,000

  
	
   

  	
  Aggregate Purchase Price:
  $867,600

  
	
   

  	
  Address:

  	
  777 Post Oak Blvd., Suite 610

  
	
   

  	
   

  	
  Houston, Texas 77056

  
	
   

  	
   

  	
   

  
				



 



 18
 









 


	
  

  	
  By:

  	
  /s/ Jorge E. Estrada M.

  
	
   

  	
   

  	
  Jorge E. Estrada M.

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock:
  1,134,000

  
	
   

  	
  Number of Warrants:
  486,000

  
	
   

  	
  Aggregate Purchase Price:
  $867,600

  
	
   

  	
  Address:

  	
  777 Post Oak Blvd., Suite 610

  
	
   

  	
   

  	
  Houston, Texas 77056

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Marcelo D. Guiscardo

  
	
   

  	
   

  	
  Marcelo D. Guiscardo

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock:
  1,134,000

  
	
   

  	
  Number of Warrants:
  486,000

  
	
   

  	
  Aggregate Purchase Price:
  $867,600

  
	
   

  	
  Address:

  	
  777 Post Oak Blvd., Suite 610

  
	
   

  	
   

  	
  Houston, Texas 77056

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ John C.G. O’Leary

  
	
   

  	
   

  	
  John C.G. O’Leary

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock:
  1,134,000

  
	
   

  	
  Number of Warrants:
  486,000

  
	
   

  	
  Aggregate Purchase Price:
  $867,600

  
	
   

  	
  Address:

  	
  777 Post Oak Blvd., Suite 610

  
	
   

  	
   

  	
  Houston, Texas 77056

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ John Russell

  
	
   

  	
   

  	
  John Russell

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock:
  1,134,000

  
	
   

  	
  Number of Warrants:
  486,000

  
	
   

  	
  Aggregate Purchase Price:
  $867,600

  
	
   

  	
  Address:

  	
  777 Post Oak Blvd., Suite 610

  
	
   

  	
   

  	
  Houston, Texas 77056

  
				



 



 19