Exhibit
4.2


THE REGISTERED HOLDER OF
THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL,
TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE
REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,
TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF
ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I)
DEUTSCHE BANK SECURITIES INC. (“DEUTSCHE BANK”)
OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED
BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF DEUTSCHE BANK OR OF ANY SUCH
UNDERWRITER OR SELECTED DEALER. THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR
TO THE LATER OF (I) THE CONSUMMATION BY VANTAGE ENERGY SERVICES, INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK
EXCHANGE, ASSET OR STOCK ACQUISITION, EXCHANGEABLE SHARE TRANSACTION, JOINT
VENTURE OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S
REGISTRATION STATEMENT (DEFINED HEREIN)) AND (II) MAY 24, 2008. VOID AFTER 5:00
P.M. NEW YORK CITY LOCAL TIME, MAY 24, 2011.


UNIT
PURCHASE OPTION


FOR THE PURCHASE
OF


1,250,000 UNITS


OF


VANTAGE ENERGY
SERVICES, INC.


1.                                       Purchase Option.


THIS
CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of
Deutsche Bank or its designee (“Holder”),
as registered owner of this Purchase Option (“Purchase
Option”), to the Company, Holder is entitled, at any time or
from time to time upon the later of the consummation of a Business Combination
or May 24, 2008 (“Commencement Date”),
and at or before 5:00 p.m., New York City local time, May 24, 2011 (“Expiration Date”), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to
one million two hundred fifty thousand (1,250,000) units (“Units”)
of the Company, each Unit consisting of one share of common stock of the
Company, par value $0.001 per share (“Common Stock”),
and one warrant (“Warrant”) expiring four (4)
years from the effective date (“Effective Date”)
of the registration statement (“Registration Statement”)
pursuant to which Units are offered for sale to the public (“Offering”). Each Warrant is the same
as the warrants included in the Units being registered for sale to the public
by way of the Registration Statement (“Public Warrants”),
except that the exercise price of the Warrant is $7.20 per share (such exercise
price, as it may be adjusted hereunder, the “Underwriter’s Warrant Price”). If
the Expiration Date is a day on which banking institutions are authorized by
law to close in New York City, then this Purchase Option may be exercised on
the next succeeding day which is not such a day in accordance with the terms
herein. During the period ending on the Expiration Date, the Company agrees not
to take any action that would terminate the Purchase Option. This Purchase
Option is initially exercisable at $9.60 per Unit so purchased; provided,
however, that upon the occurrence of any of the events specified in Section 6
hereof, the rights granted by this Purchase Option, including the 



 1
 









exercise price per
Unit and the number of Units (and shares of Common Stock and Warrants) to be
received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the
initial exercise price per Unit or the adjusted exercise price per Unit,
depending on the context.


2.                                       Exercise.


2.1.          Exercise
Form.  In order to
exercise this Purchase Option, the exercise form attached hereto must be duly
executed and completed and delivered to the Company, together with this
Purchase Option and payment of the Exercise Price for the Units being purchased
payable in cash or by certified check or official bank check. If the
subscription rights represented hereby shall not be exercised at or before 5:00
p.m., New York City local time, on the Expiration Date this Purchase Option
shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.


2.2.          Cashless
Exercise.


2.2.1.       Determination of Amount. 
In lieu of the payment of the Exercise Price multiplied by the number of
Units for which this Purchase Option is exercisable (and in lieu of being
entitled to receive Common Stock and Warrants) in the manner required by
Section 2.1, the Holder shall have the right (but not the obligation) to
convert any exercisable but unexercised portion of this Purchase Option into
Units (“Conversion Right”)
as follows: upon exercise of the Conversion Right, the Company shall deliver to
the Holder (without payment by the Holder of any of the Exercise Price in cash)
that number of Units (or that number of shares of Common Stock and Warrants
comprising that number of Units) equal to the quotient obtained by dividing (x)
the Value (as defined below) of the portion of the Purchase Option being
converted by (y) the Current Market Value (as defined below) of a Unit. The “Value” of the portion of the
Purchase Option being converted shall equal the remainder derived from
subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units
underlying the portion of this Purchase Option being converted from (b) the
Current Market Value of a Unit multiplied by the number of Units underlying the
portion of the Purchase Option being converted. As used herein, the term “Current Market Value” per
Unit at any date means: (A) in the event that neither the Units nor Public
Warrants are still trading, the remainder derived from subtracting (x) the
exercise price of the Warrants multiplied by the number of shares of Common
Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i)
the Current Market Price of the Common Stock multiplied by (ii) the number of
shares of Common Stock underlying one Unit, which shall include the shares of
Common Stock underlying the Warrants included in such Unit; (B) in the event
that the Units, Common Stock and Public Warrants are still trading, (i) if the
Units are listed on a national securities exchange or quoted on the Nasdaq
Global Market, Nasdaq Capital Market or NASD OTC Bulletin Board (or successor
exchange), the last sale price of the Units in the principal trading market for
the Units as reported by the exchange, Nasdaq or the NASD, as the case may be,
on the last trading day preceding the date in question; or (ii) if the Units
are not listed on a national securities exchange or quoted on the Nasdaq Global
Market, Nasdaq Capital Market or the NASD OTC Bulletin Board (or successor
exchange), but is traded in the residual over-the-counter market, the closing
bid price for Units on the last trading day preceding the date in question for
which such quotations are reported by the Pink Sheets, LLC or similar publisher
of such quotations; and (C) in the event that the Units are not still trading
but the Common Stock and Public Warrants underlying the Units are still
trading, the Current Market Price of the Common Stock plus the product of (x)
the Current Market Price of the Public Warrants and (y) the number of shares of
Common Stock underlying the Warrants included in one Unit. The “Current Market Price” shall
mean (i) if the Common Stock (or Public Warrants, as the case may be) is listed
on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq
Capital Market or NASD OTC Bulletin Board (or successor 



 2
 









exchange), the last sale price
of the Common Stock (or Public Warrants) in the principal trading market for
the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case
may be, on the last trading day preceding the date in question; (ii) if the
Common Stock (or Public Warrants, as the case may be) is not listed on a
national securities exchange or quoted on the Nasdaq Global Market, Nasdaq
Capital Market or the NASD OTC Bulletin Board (or successor exchange), but is
traded in the residual over-the-counter market, the closing bid price for the
Common Stock (or Public Warrants) on the last trading day preceding the date in
question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of
such quotations; and (iii) if the fair market value of the Common Stock cannot
be determined pursuant to clause (i) or (ii) above, such price as the Board of
Directors of the Company shall determine, in good faith. In the event the
Public Warrants have expired and are no longer exercisable, no “Value” shall be attributed to
the Warrants underlying this Purchase Option. Additionally, in the event that
this Purchase Option is exercised pursuant to this Section 2.2 and the Public
Warrants are still trading, the “Value”
shall be reduced by the difference between the Warrant Exercise Price and the
exercise price of the Public Warrants multiplied by the number of Warrants
underlying the Units included in the portion of this Purchase Option being
converted.


2.2.2.       Mechanics
of Cashless Exercise.  The
cashless exercise right described in this Section 2.2 (the “Cashless Exercise Right”) may
be exercised by the Holder on any business day on or after the Commencement
Date and not later than the Expiration Date by delivering the Purchase Option
with the duly executed exercise form attached hereto with the cashless exercise
section completed to the Company, exercising the Cashless Exercise Right and
specifying the total number of Units the Holder will purchase pursuant to such
Cashless Exercise Right.


2.3.          Limitations.  Notwithstanding the foregoing, the
Company shall not be obligated to deliver any securities pursuant to the
exercise of a Purchase Option and shall have no obligation to settle the
Purchase Option exercise unless a registration statement under the Securities
Act of 1933, as amended (the “Securities Act”),
with respect to the securities underlying the Purchase Option is effective and
a current prospectus is on file with the Securities and Exchange Commission
(the “Commission”).  In the event that a registration statement
with respect to the securities underlying a Purchase Option is not effective
under the Securities Act or a current prospectus is not on file with the
Commission, the holder of such Purchase Option or underlying securities shall
not be entitled to exercise such Purchase Option or underlying securities.  Notwithstanding anything to the contrary in
this Purchase Option, under no circumstances will the Company be required to
net cash settle the Purchase Option exercise. 
Purchase Options may not be exercised by, or securities underlying such
Purchase Option issued to, any registered holder in any state in which such
exercise or issuance would be unlawful. 
For the avoidance of doubt, as a result of this Section 2.3, any or all
of the Purchase Option may expire unexercised. 
In no event shall the registered Holder of this Purchase Option be
entitled to receive any monetary damages if the securities underlying this
Purchase Option have not been registered by the Company pursuant to an
effective registration statement or if a current prospectus is not on file with
the Commission.


3.                                       Transfer.


3.1.          General
Restrictions. The registered Holder of this Purchase Option, by
its acceptance hereof, agrees that it will not sell, transfer, assign, pledge
or hypothecate, or enter into any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of, this
Purchase Option for a period of one year following the Effective Date to anyone
other than (i) Deutsche Bank or an underwriter or a selected dealer in
connection with the Offering, or (ii) a bona fide officer or 



 3
 









partner of Deutsche Bank or of
any such underwriter or selected dealer. On and after the first anniversary of
the Effective Date, transfers to others may be made subject to compliance with
or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the Purchase Option and
payment of all transfer taxes, if any, payable in connection therewith. The
Company shall within five business days transfer this Purchase Option on the
books of the Company and shall execute and deliver a new Purchase Option or
Purchase Options of like tenor to the appropriate assignee(s) expressly
evidencing the right to purchase the aggregate number of Units purchasable
hereunder or such portion of such number as shall be contemplated by any such
assignment.


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


4.                                       New Purchase Options to be Issued.


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


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


5.                                       Registration Rights.


5.1.          Demand
Registration.


5.1.1.       Grant
of Right.  The Company,
upon written demand (“Initial
Demand Notice”) of the Holder(s) of at least 50.1% of the
Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to
use its best efforts to register (the “Demand
Registration”) under the Securities Act on one occasion, all of
the Purchase Options requested by the Majority Holders in the Initial Demand
Notice and all of the securities underlying such Purchase Options, including
the Units, Common Stock, the Warrants and the Common Stock underlying the
Warrants (collectively, the 



 4
 









“Registrable Securities”). On such occasion, the Company
will file a registration statement for use in an offering of the Registrable
Securities from time-to-time or a post-effective amendment to the Registration
Statement covering all of the Registrable Securities that will permit an
offering of the Registrable Securities from time-to-time within sixty days
after receipt of the Initial Demand Notice and use its best efforts to have
such registration statement or post-effective amendment declared effective as
soon as possible thereafter. The demand for registration may be made at any
time during a period of five years beginning on the Effective Date. The Initial
Demand Notice shall specify the intended method(s) of distribution of the
Registrable Securities. The Company will notify all holders of the Purchase
Options and/or Registrable Securities of the demand within ten days from the
date of the receipt of any such Initial Demand Notice. 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
shares of Registrable Securities in such 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 5.1.4.


5.1.2.       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.


5.1.3.       Underwritten Offering. 
If the Majority Holders so elect and such holders so advise the Company
as part of the Initial Demand Notice, the offering of all or any portion of the
Registrable Securities pursuant to such Demand Registration shall be in the
form of one underwritten offering. 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 the Majority Holders.


5.1.4.       Reduction
of Offering.  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 shares of Registrable Securities which the
Demanding Holders desire to sell pursuant to the underwritten offering, taken
together with all other shares of Common Stock or other securities which the
Company desires to sell and the shares of Common Stock, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of shares 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 shares, 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 that want to
participate in such underwritten offering (pro rata in accordance with the
number of shares that each such Person has requested be included in such
registration, regardless of the number of shares held by each such Person (such
proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second,
to the extent that 



 5
 









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 registrable pursuant
to the terms of the Registration Rights Agreement between the Company and the
initial investors in the Company, dated as of May 30, 2007 (the “Registration Rights Agreement”
and such registrable securities, the “Investor
Securities”) as to which “piggy-back” registration has been
requested by the holders thereof, Pro Rata, that can be sold without exceeding
the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum
Number of Shares have not been reached under the foregoing clauses (i), (ii),
and (iii), 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.


5.1.5.       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 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. 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
5.1.


5.1.6.       Terms  The Company shall bear all fees and expenses
attendant to registering the Registrable Securities, including the expenses of
any legal counsel selected by the Holders to represent them in connection with
the sale of the Registrable Securities, but the Holders shall pay any and all
underwriting commissions. The Company agrees to use its reasonable best efforts
to qualify or register the Registrable Securities in such states as are
reasonably requested by the Majority Holder(s); provided, however, that in no
event shall the Company be required to register the Registrable Securities in a
state in which such registration would cause (i) the Company to be obligated to
qualify to do business in such state, or would subject the Company to taxation
as a foreign corporation doing business in such jurisdiction or (ii) the
principal stockholders of the Company to be obligated to escrow their shares of
capital stock of the Company. The Company shall use its best efforts to cause
any registration statement or post-effective amendment filed pursuant to the
demand rights granted under Section 5.1.1 to remain effective until the
expiration of the Warrants in accordance with the terms and conditions of that
certain Warrant Agreement, dated as of May 24, 2007, between the Company
and Continental Stock Transfer & Trust Company.


5.2.          Piggy-Back
Registration.


5.2.1.       Piggy-Back
Right.  If at any time
during the seven year period commencing on the Effective 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 stockholders of the Company for their
account (or by the Company and by stockholders of the Company including,
without limitation, pursuant to Section 5.1), 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 stockholders, (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



 6
 









to the holders of Registrable Securities as
soon as practicable but in no event less than ten (10) 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 five (5) 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 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.


5.2.2.       Reduction of Offering. 
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 which the Company desires to sell, taken together
with shares of Common Stock, 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 to
which registration has been requested under this Section 5.2, and the shares of
Common Stock, if any, as to which registration has been requested pursuant to
the written contractual piggy-back registration rights of other stockholders of
the Company, exceeds the Maximum Number of Shares, then the Company shall
include in any such registration:


(a)           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 or other securities, if any, comprised of Registrable Securities
and Investor Securities, as to which registration has been requested pursuant
to the applicable written contractual piggy-back registration rights of such
security holders, Pro Rata, 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 shares
of Common Stock or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without exceeding
the Maximum Number of Shares;


(b)           If the registration is a “demand” registration
undertaken at the demand of holders of Investor Securities, (A) first, the
shares of Common Stock or other securities for the account of the demanding
persons, Pro Rata, 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; (C) third, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A)
and (B), the shares of Registrable Securities, Pro Rata, as to which
registration has been requested pursuant to the terms hereof, that can be sold
without exceeding the Maximum Number of Shares; 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 



 7
 









other securities for the
account of other persons that the Company is obligated to register pursuant to
written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares; and


(c)           If the registration is a “demand” registration
undertaken at the demand of persons other than either the holders of Registrable
Securities or of Investor Securities, (A) first, the shares of Common Stock or
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; (C)
third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A) and (B), collectively the shares of Common
Stock or other securities comprised of Registrable Securities and Investor
Securities, Pro Rata, as to which registration has been requested pursuant to
the terms hereof and of the Registration Rights Agreement, as applicable, that
can be sold without exceeding the Maximum Number of Shares; 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 for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons, that
can be sold without exceeding the Maximum Number of Shares.


5.2.3.       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 the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may 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 5.2.4.


5.2.4.       Terms.  The Company shall bear all fees and expenses
attendant to registering the Registrable Securities but the Holders shall pay
any and all underwriting commissions related to the Registrable Securities. In
the event of such a proposed registration, the Company shall furnish the then
Holders of outstanding Registrable Securities with not less than fifteen days
written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each
applicable registration statement filed (during the period in which the
Purchase Option is exercisable) by the Company until such time as all of the
Registrable Securities have been registered and sold. The Holders of the
Registrable Securities shall exercise the “piggy-back” rights provided for
herein by giving written notice, within ten days of the receipt of the Company’s
notice of its intention to file a registration statement. The Company shall use
its best efforts to cause any registration statement filed pursuant to the
above “piggyback” rights to remain effective for at least nine months from the
date that the Holders of the Registrable Securities are first given the
opportunity to sell all of such securities.


5.3.          General
Terms.


5.3.1.       Indemnification.  The Company shall indemnify the Holder(s) of
the Registrable Securities to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holders within the meaning
of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange
Act of 1934, as amended (“Exchange
Act”), against all loss, claim, damage, expense or liability



 8
 









(including all reasonable attorneys’ fees and
other expenses reasonably incurred in investigating, preparing or defending
against litigation, commenced or threatened, or any claim whatsoever whether
arising out of any action between the underwriter and the Company or between
the underwriter and any third party or otherwise) to which any of them may
become subject under the Securities Act, the Exchange Act or otherwise, arising
from such registration statement but only to the same extent and with the same
effect as the provisions pursuant to which the Company has agreed to indemnify
the underwriters contained in Section 8 of the Underwriting Agreement between
the Company, Deutsche Bank and the other underwriters named therein dated the
Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant
to such registration statement, and their successors and assigns, shall
severally, and not jointly, indemnify the Company, its officers and directors
and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act or Section 20(a) of the Exchange Act, against all
loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or claim whatsoever
whether arising out of any action between the underwriters and the Company or
between the Company and any third party or otherwise) to which they may become
subject under the Securities Act, the Exchange Act or otherwise, arising from
information furnished by or on behalf of such Holders, or their successors or
assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions contained in Section
5 of the Underwriting Agreement pursuant to which the underwriters have agreed
to indemnify the Company.


5.3.2.       Exercise
of Purchase Options. 
Nothing contained in this Purchase Option shall be construed as
requiring the Holder(s) to exercise their Purchase Options or Warrants
underlying such Purchase Options prior to or after the initial filing of any
registration statement or the effectiveness thereof.


5.3.3.       Documents
Delivered to Holders.  The
Company shall furnish to the Holders participating in any of the foregoing
offerings, a signed counterpart, addressed to the participating Holders, of (i)
an opinion of counsel to the Company, dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any
underwriting agreement related thereto), and (ii) a “cold comfort” letter dated
the effective date of such registration statement (and, if such registration
includes an underwritten public offering, a letter dated the date of the
closing under the underwriting agreement) signed by the independent public
accountants who have issued a report on the Company’s financial statements
included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus
included therein) and, in the case of such accountants’ letter, with respect to
events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer’s counsel and in accountants’ letters delivered
to underwriters in underwritten public offerings of securities. The Company
shall also deliver promptly to the Holders participating in the offering, the
correspondence and memoranda described below and copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the registration statement and permit the Holders, to do such investigation,
upon reasonable advance notice, with respect to information contained in or
omitted from the registration statement as it deems reasonably necessary to
comply with applicable securities laws or rules of the National Association of
Securities Dealers, Inc. (“NASD”). Such investigation shall include access to
books, records and properties and opportunities to discuss the business of the
Company with its officers and independent auditors, all to such reasonable
extent and at such reasonable times and as often as the Holders shall
reasonably request. The Company shall not be required to disclose any
confidential information or other records to the Holders, or to any other
person, 



 9
 









until and unless such persons shall have
entered into reasonable confidentiality agreements (in form and substance
reasonably satisfactory to the Company), with the Company with respect thereto.


5.4.          Underwriting
Agreement.  The Company
shall enter into an underwriting agreement with the managing underwriter(s), if
any, selected by any Holders whose Registrable Securities are being registered
pursuant to this Section 5, which managing underwriter shall be reasonably
acceptable to the Company. Such agreement shall be reasonably satisfactory in
form and substance to the Company, each Holder and such managing underwriters,
and shall contain such representations, warranties and covenants by the Company
and such other terms as are customarily contained in agreements of that type
used by the managing underwriter. The Holders shall be parties to any
underwriting agreement relating to an underwritten sale of their Registrable
Securities and may, at their option, require that any or all the
representations, warranties and covenants of the Company to or for the benefit
of such underwriters shall also be made to and for the benefit of such Holders.
Such Holders shall not be required to make any representations or warranties to
or agreements with the Company or the underwriters except as they may relate to
such Holders and their intended methods of distribution. Such Holders, however,
shall agree to such covenants and indemnification and contribution obligations
for selling stockholders as are customarily contained in agreements of that
type used by the managing underwriter. Further, such Holders shall execute
appropriate custody agreements and otherwise cooperate fully in the preparation
of the registration statement and other documents relating to any offering in
which they include securities pursuant to this Section 5. Each Holder shall
also furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of the
Registrable Securities.


5.4.1.       Rule 144 Sale. 
Notwithstanding anything contained in this Section 5 to the contrary,
the Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
registration of Registrable Securities held by any Holder (i) where such Holder
would then be entitled to sell under Rule 144 within any three-month period (or
such other period prescribed under Rule 144 as may be provided by amendment
thereof) all of the Registrable Securities then held by such Holder, and (ii)
where the number of Registrable Securities held by such Holder is within the
volume limitations under paragraph (e) of Rule 144 (calculated as if such
Holder were an affiliate within the meaning of Rule 144).


5.4.2.       Supplemental
Prospectus.  Each Holder
agrees, that upon receipt of any notice from the Company of the happening of
any event as a result of which the prospectus included in the registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, such Holder will immediately discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Holder’s receipt of the copies of a supplemental or
amended prospectus, and, if so desired by the Company, such Holder shall
deliver to the Company (at the expense of the Company) or destroy (and deliver
to the Company a certificate of such destruction) all copies, other than
permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.


6.                                       Adjustments.


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


 



 10















6.1.1.       Stock Dividends—Split-Ups.  If after the date hereof, and subject to the
provisions of Section 6.3 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock or by
a split-up of shares of Common Stock or other similar event, then, on the
effective date thereof, the number of shares of Common Stock underlying each of
the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. In such case, the number of shares of Common
Stock, and the exercise price applicable thereto, underlying the Warrants
underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants. For example, if the Company declares
a two-for-one stock dividend and at the time of such dividend this Purchase
Option is for the purchase of one Unit at $9.60 per whole Unit (each Warrant
underlying the Units is exercisable for $7.20 per share), upon effectiveness of
the dividend, this Purchase Option will be adjusted to allow for the purchase
of one Unit at $9.60 per Unit, each Unit entitling the holder to receive two
shares of Common Stock and two Warrants (each Warrant exercisable for $3.60 per
share).


6.1.2.       Extraordinary Dividends.  If the Company, at any time while this
Purchase Option is outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of Common Stock
(or other shares of the Company’s capital stock receivable upon exercise of the
Purchase Option), other than (i) as described in Sections 6.1.1, 6.1.3 or 6.1.
4, (ii) regular quarterly or other periodic dividends, (iii) in connection with
the conversion rights of the holders of Common Stock upon consummation of the
Company’s initial Business Combination or (iv) in connection with the Company’s
liquidation and the distribution of its assets upon its failure to consummate a
Business Combination (any such non-excluded event being referred to herein as
an “Extraordinary Dividend”), then
the Exercise Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and/or the
fair market value (as determined by the Company’s Board of Directors, in good
faith) of any securities or other assets paid on each share of Common Stock in
respect of such Extraordinary Dividend.


6.1.3.       Aggregation of Shares.  If after the date hereof, and subject to the
provisions of Section 6.3, the number of outstanding shares of Common Stock is
decreased by a consolidation, combination or reclassification of shares of
Common Stock or other similar event, then, on the effective date thereof, the
number of shares of Common Stock underlying each of the Units purchasable
hereunder shall be decreased in proportion to such decrease in outstanding
shares. In such case, the number of shares of Common Stock, and the exercise
price applicable thereto, underlying the Warrants underlying each of the Units
purchasable hereunder shall be adjusted in accordance with the terms of the
Warrants.


6.1.4.       Replacement of Securities upon Reorganization, etc.  In
case of any reclassification or reorganization of the outstanding shares of
Common Stock other than a change covered by Section 6.1.1 or 6.1.3 hereof or
that solely affects the par value of such shares of Common Stock, or in the
case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of
any sale or conveyance to another corporation or entity of the property of the
Company as an entirety or substantially as an entirety in connection with which
the Company is dissolved, the Holder of this Purchase Option shall have the
right thereafter (until the expiration of the right of exercise of this
Purchase Option) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and
amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any 



 11
 









such sale or transfer, by a Holder of the
number of shares of Common Stock of the Company obtainable upon exercise of
this Purchase Option and the underlying Warrants immediately prior to such
event; and if any reclassification also results in a change in shares of Common
Stock covered by Section 6.1.1 or 6.1.3, then such adjustment shall be made
pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The provisions of
this Section 6.1.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


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


6.1.6.       Adjustments of Warrants.  To the extent the price of the Warrants is
lowered pursuant to Section 3.1 of the Warrant Agreement, dated May 24, 2007, between the Company and
Continental Stock Transfer & Trust Company (the “Warrant Agreement”) the price of the Warrants underlying
the Purchase Option shall be reduced on identical terms, subject to any
limitations and conditions that may be imposed by NASD Corporate Financing Rule
2710 and any such reduction must remain in effect for at least twenty (20)
business days. To the extent the duration of the Warrants is extended pursuant
to Section 3.2 of the Warrant Agreement, the duration of the Warrants
underlying the Purchase Option shall be extended on identical terms, subject to
any limitations that may be imposed by NASD Corporate Financing Rule 2710.


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


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


7.             Reservation and Listing. The
Company shall at all times reserve and keep available out of its authorized
shares of Common Stock, solely for the purpose of issuance upon exercise of the
Purchase Options or the Warrants underlying the Purchase Option, such number of
shares of Common Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and 



 12
 









agrees that, upon
exercise of the Purchase Options and payment of the Exercise Price therefor,
all shares of Common Stock and other securities issuable upon such exercise
shall be duly and validly issued, fully paid and non-assessable and not subject
to preemptive rights of any stockholder. The Company further covenants and
agrees that upon exercise of the Warrants underlying the Purchase Options and
payment of the respective Warrant exercise price therefor, all shares of Common
Stock and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. As long as the Purchase Options shall be
outstanding, the Company shall use its best efforts to cause all (i) Units and
shares of Common Stock issuable upon exercise of the Purchase Options, (iii)
Warrants issuable upon exercise of the Purchase Options and (iv) shares of
Common Stock issuable upon exercise of the Warrants included in the Units
issuable upon exercise of the Purchase Option to be listed (subject to official
notice of issuance) on all securities exchanges (or, if applicable on the
Nasdaq Global Market, Nasdaq Capital Market, NASD OTC Bulletin Board or any
successor trading market) on which the Units, the Common Stock or the Public Warrants
issued to the public in connection herewith may then be listed and/or quoted.


8.                                       Certain Notice Requirements.


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


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


8.3.          Notice of Change in
Exercise Price.  The
Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and
change (“Price Notice”).
The Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company’s President and Chief Financial Officer.



 13
 









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


Vantage Energy Services,
Inc. 

777 Post Oak Blvd., Suite 610

Houston, Texas  77056 

Attn: Chief Executive Officer


with a copy to:


Ellenoff, Grossman &
Schole LLP

370 Lexington Avenue

New York, New York  10017

Attn:  Douglas S. Ellenoff, Esq.


9.                                       Miscellaneous.


9.1.          Amendments.  The Company may from time to time supplement
or amend this Purchase Option without the approval of any of the Holders in
order to cure any ambiguity, to correct or supplement any provision contained
herein that may be defective or inconsistent with any other provisions herein,
or to make any other provisions in regard to matters or questions arising
hereunder that the Company may deem necessary or desirable and that the
Company, in the exercise of reasonable judgment, determines that it shall not
adversely affect the interest of the Holders. All other modifications or
amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.


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


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


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


9.5.          Governing Law;
Submission to Jurisdiction. 
This Purchase Option shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflict of law principles thereof. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this
Purchase Option shall be brought and enforced in the courts of 



 14
 









the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or
claim. The Company and the Holder agree that the prevailing party(ies) in any
such action shall be entitled to recover from the other party(ies) all of its
reasonable attorneys’ fees and expenses relating to such action or proceeding
and/or incurred in connection with the preparation therefor.


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


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


9.8.          Underlying Warrants.  At any time after exercise by the Holder of
this Purchase Option, the Holder may exchange his Warrants (with an initial
exercise price of $7.20) for Public Warrants (with an initial exercise price of
$6.00) upon payment to the Company of the difference between the exercise price
of his Warrant and the exercise price of the Public Warrants. Any such Public
Warrants and the Common Stock underlying such Public Warrants shall constitute
Registrable Securities.


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 



 15














IN WITNESS
WHEREOF, the Company has caused this Purchase Option to be signed by its duly
authorized officer as of the 30th day of May, 2007.


	
  VANTAGE ENERGY SERVICES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul A. Bragg

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Paul A. Bragg

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  	
   

  	
   

  



 











Form to be used to
exercise Purchase Option:


Vantage Energy Services, Inc.

777 Post Oak Blvd., Suite 610

Houston, Texas  77056

Attn: Chief Executive Officer


Date:             
, 200    


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


or


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


NOTICE: The
signature to this exercise notice must correspond with the name as written upon
the face of the Purchase Option in every particular, without alteration or any
change whatever.


	
  

  	
   

  	
   

  	
   

  
	
  Signature(s) Guaranteed:

  	
   

  	
   

  	
   

  



 


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


INSTRUCTIONS FOR
REGISTRATION OF SECURITIES


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Print in Block
  Letters)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  



 











Form to be used to assign
Purchase Option:


ASSIGNMENT


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


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


Dated:             ,
200   


	
  

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  



 


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


	
  

  	
   

  	
   

  	
   

  
	
  Signature(s) Guaranteed:

  	
   

  	
   

  	
   

  



 


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