Exhibit 10.1


34,500,000 Units


VANTAGE
ENERGY SERVICES, INC.


UNDERWRITING AGREEMENT


May 24, 2007


Deutsche Bank
Securities Inc.

As Representative of the

Several Underwriters


c/o  Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York  10005


Ladies and Gentlemen:


Vantage Energy Services,
Inc., a Delaware corporation (the “Company”), proposes to sell to the several
underwriters (the “Underwriters”) named in Schedule I hereto for whom you are
acting as representative (the “Representative”) an aggregate of thirty million
(30,000,000) units of the Company (the “Firm Units”), with each unit consisting
of one share of the Company’s common stock, $0.001 par value per share (the “Common
Stock”), and one warrant (collectively, the “Warrants”) to purchase one share
of Common Stock.  The respective amounts
of Firm Units to be so purchased by the each of the several Underwriters are
set forth opposite their respective names in Schedule I hereto.  The Company also proposes to sell, at the
Underwriters’ option (“Over-allotment Option”), an aggregate of up to four
million five hundred thousand (4,500,000) additional units of the Company (the “Option
Units”) as set forth below.  The terms of
the Warrants are provided for in the form of Warrant Agreement (as defined
herein).


As the Representative,
you have advised the Company (a) that you are authorized to enter into this
Agreement on behalf of the several Underwriters, and (b) that the several
Underwriters are willing, acting severally and not jointly, to purchase the
numbers of Firm Units set forth opposite their respective names in Schedule I,
plus their pro rata portion of the Option Units if you elect to exercise the
Over-allotment Option in whole or in part for the accounts of the several 













Underwriters.  The Firm Units and the Option Units (to the
extent the Over-allotment Option is exercised) are hereinafter collectively
referred to as the “Units”, and the Units, the shares of Common Stock and the
Warrants included in the Units and the shares of Common Stock issuable upon
exercise of the Warrants are hereinafter collectively referred to as the “Securities.”


Deutsche Bank Securities
Inc. (“DBSI”) has agreed to reserve up to 500,000 of the Units to be purchased
by it under this Agreement for sale to the Company’s directors, officers,
employees and business associates and other parties related to the Company
(collectively, “Participants”), as set forth in the Prospectus (as defined
below) under the heading “Underwriting” (the “Directed Unit Program”).  The Units to be sold by DBSI and its
affiliates pursuant to the Directed Unit Program are referred to hereinafter as
the “Directed Units.”  Any Directed Units
not orally confirmed for purchase by any Participants by the end of the
business day on which this Agreement is executed will be offered to the public
by the Underwriters as set forth in the Prospectus.


In consideration of the
mutual agreements contained herein and of the interests of the parties in the
transactions contemplated hereby, the parties hereto agree as follows:


1.             Representations and Warranties of the Company.


The Company represents and warrants to each of the
Underwriters as follows:


(a)   A registration
statement on Form S-1 (File No. 333-138565) with respect to the Securities and
the Representative’s Securities (as defined herein) has been prepared by the
Company in conformity with the requirements of the Securities Act of 1933, as
amended (the “Act”), and the rules and regulations (the “Rules and Regulations”)
of the Securities and Exchange Commission (the “Commission”) thereunder and has
been filed with the Commission. Copies of such registration statement,
including any amendments thereto, the preliminary prospectuses (meeting the
requirements of the Rules and Regulations) contained therein and the exhibits,
financial statements and schedules, as finally amended and revised, have
heretofore been delivered by the Company to you.  Such registration statement, together with
any registration statement filed by the Company pursuant to Rule 462(b) under
the Act, is herein referred to as the “Registration Statement,” which shall be
deemed to include all information omitted therefrom in reliance upon Rules 430A
or 430C under the Act and contained in the Prospectus referred to below, has
become effective under the Act and no post-effective amendment to the
Registration Statement has been filed as of the date of this Agreement.  “Prospectus” means the form of prospectus
first filed with the Commission pursuant to and within the time limits
described in Rule 424(b) under the Act. Each preliminary prospectus included in
the Registration Statement prior to the time it becomes effective is herein
referred to as a “Preliminary Prospectus.” Any reference herein to the
Registration Statement, any Preliminary Prospectus or to the Prospectus or to
any amendment or supplement to any of the foregoing documents shall be deemed
to refer to and include any documents incorporated by reference therein, and,
in the case of any reference herein to the Prospectus, also shall be deemed to
include any documents incorporated by reference therein, and any supplements or




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amendments thereto, filed with the Commission after the date
of filing of the Prospectus under Rule 424(b) under the Act, and prior to the
termination of the offering of the Units by the Underwriters.


The Company has filed with the Commission a Form 8-A
(File Number 001-33496) providing for the registration under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the
Securities and the Representative’s Securities. 
The Units, the Warrants and the Common Stock have been duly listed, and
admitted and authorized for trading, subject only to official notice of
issuance, on the American Stock Exchange, and the Company knows of no reason or
set of facts which is likely to adversely affect such approval. Neither the
Commission nor any state regulatory authority has issued any order preventing
or suspending the use of any Preliminary Prospectus or the Prospectus or has
instituted or, to the Company’s knowledge, threatened to institute any
proceedings with respect to such an order. 
Neither the Commission nor any state regulatory authority has issued any
order preventing or suspending the effectiveness of the Registration Statement
and no proceeding for that purpose or pursuant to Section 8A of the Act has
been instituted or is pending or to the Company’s knowledge is contemplated or
threatened by the Commission.


(b)   As of the
Applicable Time (as defined herein) and as of the Closing Date or the Option
Closing Date (each as defined herein), as the case may be, the Statutory
Prospectus (as defined herein) and the information included on Schedule II
hereto, all considered together (collectively, the “General Disclosure Package”),
did not and will not include any untrue statement of a material fact and did
not and will not omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.  The Company has
not prepared or used a “free writing prospectus” as defined in Rule 405 under
the Act, in connection with the offering of Securities.  As used in this subsection and elsewhere in
this Agreement:


“Applicable Time” means 8:00 am (New York time) on the
date of this Agreement or such other time as agreed to by the Company and the
Representative.


“Statutory Prospectus” as of any time means the
Preliminary Prospectus relating to the Securities or the Representative’s
Securities that is included in the Registration Statement immediately prior to
that time.


(c)   The Company has
been duly organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware, with corporate power and authority to
(i) own or lease its properties and conduct its business as described in the
Registration Statement, the General Disclosure Package and the Prospectus and
(ii) enter into this Agreement and the Warrant Agreement (as defined herein),
the Representative’s Purchase Option (as defined herein), the Trust Agreement
(as defined herein), the Lease Agreement (as defined herein) and the Escrow
Agreement (as defined herein) and to carry out the transactions contemplated
herein and therein.  The Company does not
own an interest in any corporation, partnership, limited liability 



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company, joint venture, trust or other business entity.  The Company is duly qualified to transact
business in all jurisdictions in which the conduct of its business requires
such qualification, and has all necessary authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental regulatory
officials and bodies that it needs as of the date hereof to conduct its
business purpose as described in the Registration Statement, the General
Disclosure Package and the Prospectus.


(d)   All issued and
outstanding securities of the Company have been duly authorized and validly
issued and are fully paid and non-assessable; the holders thereof have no
rights of rescission with respect thereto, except as described in the Registration
Statement, the General Disclosure Package and the Prospectus, and are not
subject to personal liability by reason of being such holders; and none of such
securities were issued in violation of the preemptive rights of any holders of
any security of the Company or similar contractual rights granted by the
Company.  The offers and sales of the
outstanding Common Stock and Warrants were at all relevant times either
registered under the Act and the applicable state securities or Blue Sky Laws
or exempt from such registration requirements.


(e)   The shares of
Common Stock that constitute the Securities and Representative’s Securities
have been duly authorized, and when issued and paid for in accordance with the
terms hereof and in accordance with the Securities and the Representative’s
Securities, will be validly issued, fully paid and non-assessable; the holders
of such shares of Common Stock are not and will not be subject to personal
liability by reason of being such holders; the Securities and the Representative’s
Securities are not and will not be subject to the preemptive rights of any
holders of any security of the Company or similar contractual rights granted by
the Company; and all corporate action required to be taken for the
authorization, issuance and sale of the Securities and the Representative’s
Securities has been duly and validly taken.


(f)    When issued, the
Representative’s Purchase Option, the Representative’s Warrants and the
Warrants will constitute valid and binding obligations of the Company to issue
and sell, upon exercise thereof and payment of the respective exercise prices
therefor in accordance with the terms thereof, the number and type of
securities of the Company called for thereby in accordance with the terms
thereof and such Representative’s Purchase Option, Representative’s Warrants
and Warrants are enforceable against the Company in accordance with their
respective terms, except:  (i) as
such enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification or contribution provision may be limited under the
federal and state securities laws; and (iii) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to the equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.


(g)   Except as set
forth in the Registration Statement, the General Disclosure Package and the
Prospectus, in each case as of the Applicable Time, no holders of any
securities of the Company or any rights exercisable for or convertible or
exchangeable into securities of the 



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Company have the right to require the Company to register any
such securities of the Company under the Act or to include any such securities
in a registration statement to be filed by the Company.


(h)   The information
set forth under the caption “Capitalization” in the Registration Statement and
the Prospectus (and any similar section or information contained in the General
Disclosure Package) is true and correct. 
All of the Securities conform to the description thereof contained in
the Registration Statement, the General Disclosure Package and the Prospectus.  The form of certificates for the Common Stock
conforms to the corporate law requirements of the jurisdiction of the Company’s
incorporation and the requirements of the American Stock Exchange.  Except as set forth in, or contemplated by,
the Registration Statement, the General Disclosure Package and the Prospectus,
on the effective date of the Registration Statement (the “Effective Date”) and
on the Closing Date, there will be no options, warrants, or other rights to
purchase or otherwise acquire any authorized, but unissued, shares of Common
Stock of the Company or any security convertible into shares of Common Stock of
the Company, or any contracts or commitments to issue or sell shares of Common
Stock or any such options, warrants, rights or convertible securities.


(i)    The Commission
has not issued an order preventing or suspending the use of any Preliminary
Prospectus, or the Prospectus relating to the proposed offering of the
Securities and the Representative’s Securities, and no proceeding for that
purpose or pursuant to Section 8A of the Act has been instituted or, to the
Company’s knowledge, threatened by the Commission. The Registration Statement
contains, and the Prospectus and any amendments or supplements thereto will
contain, all material statements which are required to be stated therein by,
and will conform to, the requirements of the Act and the Rules and
Regulations.  The Registration Statement
and any amendment thereto do not contain, and will not contain, any untrue
statement of a material fact and do not omit, and will not omit, to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.  The Prospectus and any
amendments and supplements thereto do not contain, and will not contain, any
untrue statement of a material fact; and do not omit, and will not omit, to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to
information contained in or omitted from the Registration Statement or the
Prospectus, or any such amendment or supplement, in reliance upon, and in
conformity with, written information furnished to the Company by or on behalf
of any Underwriter through the Representative, specifically for use therein, it
being understood and agreed that the only such information is that described in
Section 13 herein.


(j)    The agreements
and documents described in the Registration Statement, the General Disclosure
Package and the Prospectus conform in all material respects to the descriptions
thereof contained therein and there are no agreements or other documents
required to be described in the Registration Statement, the General Disclosure
Package or the Prospectus or to be filed with the Commission as exhibits to the
Registration Statement, that have not been 



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so described or filed. 
Each agreement or other instrument (however characterized or described)
to which the Company is a party or by which its property or business is or may
be bound or affected and (i) that is referred to in the General Disclosure
Package or the Prospectus, or (ii) is material to the Company’s business,
has been duly and validly executed by the Company, is in full force and effect
and is enforceable against the Company and, the other parties thereto, in
accordance with its terms, except (x) as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally, (y) as enforceability of any indemnification
or contribution provision may be limited under the federal and state securities
laws, and (z) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to the equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought, and none of such agreements or instruments has been assigned by the
Company, and neither the Company nor, any other party is in breach or default
thereunder and no event has occurred that, with the lapse of time or the giving
of notice, or both, would constitute a breach or default thereunder.  Performance by the Company of the material
provisions of such agreements or instruments will not result in a violation of
any existing applicable law, rule, regulation, judgment, order or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the
Company or any of its assets or businesses, including, without limitation,
those relating to environmental laws and regulations.


(k)   No securities of
the Company have been sold by the Company or by or on behalf of, or for the
benefit of, any person or persons controlling, controlled by, or under common
control with the Company within the three years prior to the date hereof,
except as disclosed in the Registration Statement.


(l)    All information
contained in the questionnaires completed by each of the Company’s stockholders
immediately prior to the offering and listed in Schedule II (the “Initial
Stockholders”) and provided to the Underwriter as an exhibit to such Initial
Stockholder’s Insider Letter (as defined herein) is true and correct in all
material respects and the Company has not become aware of any information which
would cause the information disclosed in the questionnaires completed by each
Initial Stockholder to become inaccurate and incorrect in any material respect.


(m)  The Company has
caused to be duly executed legally binding and enforceable agreements (except
(i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally,
(ii) as enforceability of any indemnification, contribution or noncompete
provision may be limited under the federal and state securities laws, and
(iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought)
the agreements substantially on the form annexed as Exhibits 10.4 through
10.9 to the Registration Statement (the “Insider Letters”), pursuant to which
each of the Initial Stockholders of the Company agrees to certain matters
including, but not limited to, certain matters described as being agreed to by
them under the 



 6
 









“Proposed Business” section of the Registration Statement,
the General Disclosure Package and the Prospectus.


(n)   The Company has
not, directly or indirectly, distributed and will not distribute any offering
material in connection with the offering and sale of the Securities and the
Representative’s Securities other than any Preliminary Prospectus, the
Prospectus and other materials, if any, permitted under the Act.


(o)   The financial
statements of the Company, together with related notes and schedules as set
forth in the Registration Statement, the General Disclosure Package and the
Prospectus, present fairly the financial position and the results of operations
and cash flows of the Company, at the indicated dates and for the indicated
periods.  Such financial statements and
related schedules have been prepared in accordance with generally accepted
principles of accounting (“GAAP”), consistently applied throughout the periods
involved, except as disclosed therein, and all adjustments necessary for a fair
presentation of results for such periods have been made.  The summary and selected consolidated
financial and statistical data included in the Registration Statement, the
General Disclosure Package and the Prospectus present fairly the information
shown therein and such data has been compiled on a basis consistent with the
financial statements presented therein and the books and records of the
Company. The Company does not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations or any “variable
interest entities” within the meaning of Financial Accounting Standards Board
Interpretation No. 46), not disclosed in the Registration Statement, the
General Disclosure Package and the Prospectus. 
There are no financial statements (historical or pro forma) that are
required to be included in the Registration Statement, the General Disclosure
Package or the Prospectus that are not included as required.


(p)   UHY LLP, who have
certified certain of the financial statements filed with the Commission as part
of the Registration Statement, the General Disclosure Package and the
Prospectus, is an independent registered public accounting firm with respect to
the Company within the meaning of the Act and the applicable Rules and
Regulations and the Public Company Accounting Oversight Board (United States)
(the “PCAOB”).


(q)   Except as
disclosed in the Registration Statement, the General Disclosure Package and the
Prospectus, the Company is not aware of (i) any material weakness in its
internal control over financial reporting or (ii) change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial reporting.


(r)    Solely to the
extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and
regulations promulgated by the Commission and the American Stock Exchange thereunder
(the “Sarbanes-Oxley Act”) has been applicable to the Company, there is and has
been no failure on the part of the Company to comply in all material respects
with any provision of the Sarbanes-Oxley Act. 
The Company has taken all necessary actions to ensure that it is in 



 7
 









compliance with all provisions of the Sarbanes-Oxley Act that
are in effect and applicable to it on the date hereof and with which the
Company is required to comply and is actively taking steps to ensure that it
will be in compliance with other provisions of the Sarbanes-Oxley Act not
currently in effect or which will become applicable to the Company within the
time periods prescribed.


(s)   There is no
action, suit, claim or proceeding pending or, to the knowledge of the Company,
threatened against the Company, or, to the knowledge of the Company, pending or
threatened against any of the Initial Stockholders, before any court or
administrative agency or otherwise which if determined adversely to the Company
would either (i) have, individually or in the aggregate, a material adverse
effect on the earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise) or prospects of the Company or
(ii) prevent the consummation of the transactions contemplated hereby (the
occurrence of any such effect or any such prevention described in the foregoing
clauses (i) and (ii) being referred to as a “Material Adverse Effect”), except
as set forth in the Registration Statement, the General Disclosure Package and
the Prospectus.


(t)    On April 9, 2007,
the Company entered into a lease agreement (the “Lease Agreement”), pursuant to
which Gateway Ridgecrest, Inc. will lease to the Company certain office space
at 777 Post Oak Boulevard, Houston, Texas, for approximately $8,000 per month
until June 30, 2010.


(u)   Since the
respective dates as of which information is given in the Registration
Statement, the General Disclosure Package and the Prospectus, in each case as
in effect as of the Applicable Time, there has not been any material adverse
change or any development involving a prospective material adverse change in or
affecting the earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise), or prospects of the Company, whether
or not occurring in the ordinary course of business, and there has not been any
material transaction entered into or any material transaction that is probable
of being entered into by the Company, other than transactions in the ordinary
course of business and changes and transactions described in the Registration
Statement, the General Disclosure Package and the Prospectus, in each case as
in effect as of the Applicable Time,. 
The Company has no material contingent obligations which are not
disclosed in the Company’s financial statements which are included in the
Registration Statement, the General Disclosure Package and the Prospectus, in
each case as in effect as of the Applicable Time.


(v)   The Company is
not, nor with the giving of notice or lapse of time or both, will be, (i) in
violation of its certificate of incorporation, by-laws, or other organizational
documents or (ii) in violation of or in default under any agreement, lease,
contract, indenture or other instrument or obligation to which it is a party or
by which it, or any of its properties, is bound and, solely with respect to
this clause (ii), which violation or default would have a Material Adverse
Effect.  The execution, delivery, and
performance by the Company of this Agreement, the Warrant Agreement, the
Representative’s Purchase Option, the Trust Agreement, the Lease Agreement and
the Escrow Agreement, the consummation by the Company of the 



 8
 









transactions herein and therein contemplated and the
fulfillment of the terms hereof will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust or other agreement or instrument to which
the Company is a party or by which the Company or any of its properties is
bound, or of the certificate of incorporation or by-laws of the Company or any
law, order, rule or regulation judgment, order, writ or decree applicable to
the Company of any court or of any government, regulatory body or
administrative agency or other governmental body having jurisdiction.


(w)  This Agreement, the
Warrant Agreement, the Trust Agreement, the Lease Agreement and the Escrow
Agreement have been duly and validly authorized by the Company and constitute,
and the Representative’s Purchase Option, has been duly and validly authorized
by the Company and, when executed and delivered, will constitute, the valid and
binding agreements of the Company, enforceable against the Company in
accordance with their respective terms, except: 
(i) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights
generally; (ii) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws; and
(iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.
This Agreement has been duly executed and delivered by the Company.


(x)    Each approval,
consent, order, authorization, designation, declaration or filing by or with
any regulatory, administrative or other governmental body necessary in
connection with the execution and delivery by the Company of this Agreement,
the Warrant Agreement, the Representative’s Purchase Option, the Trust
Agreement, the Lease Agreement and the Escrow Agreement and the consummation of
the transactions herein and therein contemplated (except such additional steps
as may be required by the Commission, the National Association of Securities
Dealers, Inc. (the “NASD”) or such additional steps as may be necessary to
qualify the Securities for public offering by the Underwriters under state
securities or Blue Sky Laws) has been obtained or made and is in full force and
effect.


(y)   Except as
described in the Registration Statement, the General Disclosure Package and the
Prospectus, in each case as of the Applicable Time, there are no claims,
payments, arrangements, agreements or understandings relating to the payment of
a finder’s, consulting or origination fee by the Company or any Initial
Stockholder with respect to the sale of the Securities hereunder or any other
arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, any Initial Stockholder that may affect the Underwriter’s
compensation, as determined by the NASD.


(z)    The Company has
not made any direct or indirect payments (in cash, securities or otherwise)
to:  (i) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising
capital for the Company or introducing to the Company persons who raised or
provided capital to the Company; (ii) to any NASD member; or (iii) to
any person or entity that has any direct or indirect affiliation or association
with any NASD member 



 9
 









(other than the NASD or the Commission), in each case, within
the twelve months prior to the Effective Date.


(aa) None of the net
proceeds of the offering will be paid by the Company to any participating NASD
member or its affiliates, except as specifically authorized herein and except
as may be paid in connection with an initial Business Combination (as defined
herein) and/or one or more other transactions after the initial Business
Combination, including without limitation in connection with the payment of
investment banking fees, fees in connection with fairness opinions and the
like.


(bb) Except as disclosed
in questionnaires completed by such persons and provided to the Representatives,
no officer, director or any beneficial owner of the Company’s unregistered
securities has any direct or indirect affiliation or association with any NASD
member.  The Company will advise the
Representative if it learns that any officer or director is or becomes an
affiliate or associated person of an NASD member participating in the offering.


(cc) Neither the Company
nor any of its affiliates, has taken or will take, directly or indirectly, any
action designed to cause or result in, or which has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Units.


(dd) The Company is not,
and after giving effect to the offering and sale of the Units contemplated
hereunder and the application of the net proceeds from such sale as described
in the General Disclosure Package and Prospectus, will not be, an “investment
company” within the meaning of such term under the Investment Company Act of
1940 as amended (the “1940 Act”), and the rules and regulations of the
Commission thereunder.


(ee) The statistical,
industry-related and market-related data included in the Registration
Statement, the General Disclosure Package and the Prospectus are based on or
derived from sources which the Company reasonably and in good faith believes
are reliable and accurate, and such data agree with the sources from which they
are derived.


(ff)   The Company has
entered into a warrant agreement with respect to the Warrants and the
Representative’s Warrants with Continental Stock Transfer & Trust Company
substantially in the form of Exhibit 4.5 to the Registration Statement (the “Warrant
Agreement”).


(gg) The Company has
caused the Initial Stockholders to enter into a securities escrow agreement
(the “Escrow Agreement”) with Continental Stock Transfer & Trust Company
(the “Escrow Agent”) substantially in the form of Exhibit 10.2 to the
Registration Statement. The Escrow Agreement is enforceable against each of the
Initial Stockholders (except: (i) as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting 



 10
 









creditors’ rights generally; (ii) as enforceability of any
indemnification or contribution provision may be limited under the federal and
state securities laws; and (iii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought) and will not, with or without the giving of notice or the lapse
of time or both, result in a breach of, or conflict with any of the terms and
provisions of, or constitute a default under, any agreement or instrument to
which any of the Initial Stockholders is a party.


(hh) The Company has
entered into an investment management trust agreement with Continental Stock
Transfer & Trust Company, (the “Trust Agreement”) with respect to certain
proceeds of the offering substantially in the form of Exhibit 10.1 to the
Registration Statement.


(ii)   Except as
provided in the Registration Statement, the General Disclosure Package and the
Prospectus, in each case as in existence as of the Applicable Time, no Initial
Stockholder, employee, officer or director of the Company is subject to any
non-competition or non-solicitation agreement with any employer or prior
employer which could materially affect his ability to be an Initial
Stockholder, employee, officer and/or director of the Company.


(jj)   Upon delivery and
payment for the Firm Units on the Closing Date, the Company will not be subject
to Rule 419 under the Act and none of the Company’s outstanding securities will
be deemed to be a “penny stock” as defined in Rule 3a-51-1 under
the Exchange Act.


(kk) The Company does
not have any specific Business Combination (as defined below) under
consideration and the Company has not (nor has anyone on its behalf), directly
or indirectly, contacted any prospective acquisition candidate or its
representatives or had any discussions, formal or otherwise, with respect to
such a transaction.  There has been no
communications or discussions between any of the Company’s officers or
directors and any of their potential contacts or relationships regarding a
potential Business Combination.


(ll)   The operations of
the Company are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, applicable money
laundering statutes and applicable rules and regulations thereunder
(collectively, the “Money Laundering Laws”), and no action, suit, proceeding or
investigation by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any of its directors, officers,
agents or employees with respect to the Money Laundering Laws is pending or
threatened.


(mm) The
operations of the Company are and have been conducted at all times in
compliance with applicable requirements of the Foreign Corrupt Practices Act,
as amended 



 11
 









and
all applicable rules and regulations thereunder (collectively, the “FCPA Laws”),
and no action, suit, proceeding or investigation by or before any court or
governmental agency, authority or body or any arbitrator involving the Company
or any of its directors, officers, agents or employees with respect to the FCPA
Laws is pending or threatened.


(nn) Neither the Company
nor any director, officer, agent, employee or affiliate of the Company is
currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will
not directly or indirectly use the proceeds of the offering, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other person or entity, for the purpose of financing the
activities of any person currently subject to any U.S. sanctions administered
by OFAC.


(oo) The Company is in
compliance in all material respects with all presently applicable provisions of
the Employee Retirement Income Security Act of 1974, as amended, including the
regulations and published interpretations thereunder (“ERISA”); no “reportable
event” (as defined in ERISA) has occurred with respect to any “pension plan”
(as defined in ERISA) for which the Company would have any liability; the
Company has not incurred and does not expect to incur liability under (i) Title
IV of ERISA with respect to termination of, or withdrawal from, any “pension
plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as
amended, including the regulations and published interpretations thereunder
(the “Code”); and each “pension plan” for which the Company would have any
liability that is intended to be qualified under Section 401(a) of the Code is
so qualified in all material respects and nothing has occurred, whether by
action or by failure to act, which would cause the loss of such qualification.


(pp) To the Company’s
knowledge, there are no affiliations or associations between any member of the
NASD and any of the Company’s officers, directors or 5% or greater
securityholders, except as set forth in the Registration Statement.


(qq) There are no
relationships or related-party transactions involving the Company or any other
person required to be described in the Prospectus which have not been described
as required.


(rr)   Neither the
Company nor any of the Initial Stockholders nor any other person in each case
acting on behalf of the Company (other than the Underwriters) has made any
contribution or other payment to any official of, or candidate for, any
federal, state or foreign office in violation of any law which violation is
required to be disclosed in the Prospectus.


(ss) No
consent, approval, authorization or order of, or qualification with, any
governmental body or agency, other than those obtained, is required in
connection with the offering of the Directed Units in any jurisdiction where
the Directed Units are being offered.


 



 12















(tt)   The Company has
not offered, or caused DBSI or its affiliates to offer, Units to any person
pursuant to the Directed Unit Program with the specific intent to unlawfully
influence (i) a customer or supplier of the Company to alter the customer’s or
supplier’s level or type of business with the Company, or (ii) a trade
journalist or publication to write or publish favorable information about the
Company or its products.


(uu) There are no
material contracts or documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits thereto
that have not been so described or filed as required.


2.             Purchase, Sale and Delivery of the Units.


(a)   On the basis of
the representations, warranties and covenants herein contained, and subject to
the conditions herein set forth, the Company agrees to sell to the Underwriters
and each Underwriter agrees, severally and not jointly, to purchase, at a price
of $7.44 per Unit, the number of Firm Units set forth opposite the name of each
Underwriter in Schedule I hereof, subject to adjustments in accordance with
Section 9 hereof.


(b)   Payment for the
Firm Units to be sold hereunder is to be made in Federal (same day) funds
against delivery of certificates therefor to the Representative for the several
accounts of the Underwriters.  Such
payment and delivery are to be made through the facilities of The Depository
Trust Company, New York, New York at 10:00 a.m., New York time, on the third
business day after the date of this Agreement or at such other time and date
not later than four business days thereafter as you and the Company shall agree
upon, such time and date being herein referred to as the “Closing Date.”  (As used herein, “business day” means a day
on which the New York Stock Exchange is open for trading and on which banks in
New York are open for business and are not permitted by law or executive order
to be closed.)  Payment for the Firm
Units shall be made on the Closing Date by wire transfer in Federal (same day)
funds, as follows: two hundred twenty-nine million four hundred thousand
dollars ($229,400,000) (without giving effect to the over-allotment option)
shall be deposited in the trust account established by the Company for the
benefit of the public securityholders as described in the Registration
Statement (the “Trust Fund”) pursuant to the terms of the Trust Agreement
(including seven million two hundred thousand dollars ($7,200,000) as deferred
underwriting discount, which is to be paid to the Underwriters upon consummation
of the initial Business Combination). 
One million dollars ($1,000,000) of the proceeds shall be paid to the
Company upon delivery to you of certificates (in form and substance
satisfactory to the Underwriters) representing the Firm Units (or through the
facilities of DTC) for the account of the Underwriters.  The Firm Units shall be registered in such
name or names and in such authorized denominations as the Representative may
request in writing at least two full business days prior to the Closing Date.  The Company will permit the Representative to
examine and package the Firm Units for delivery, at least one full business day
prior to the Closing Date.  The Company
shall not be obligated to sell or deliver the Firm Units except upon tender of
payment by the Representative for all the Firm Units.



 13
 









(c)   In addition, on
the basis of the representations and warranties herein contained and subject to
the terms and conditions herein set forth, the Company hereby grants an option
to the several Underwriters to purchase the Option Units at the price per share
as set forth in the first paragraph of this Section 2.  The option granted hereby may be exercised in
whole or in part by giving written notice (i) at any time before the Closing
Date and (ii) only once thereafter within 30 days after the date of this
Agreement, by you, as Representative of the several Underwriters, to the
Company setting forth the number of Option Units as to which the several
Underwriters are exercising the option and the time and date at which such
certificates are to be delivered.  The
time and date at which certificates for Option Units are to be delivered shall
be determined by the Representative but shall not be earlier than three nor
later than 10 full business days after the exercise of such option, nor in any
event prior to the Closing Date (such time and date being herein referred to as
the “Option Closing Date”).  If the date
of exercise of the option is three or more days before the Closing Date, the
notice of exercise shall set the Closing Date as the Option Closing Date.  The number of Option Units to be purchased by
each Underwriter shall be in the same proportion to the total number of Option
Units being purchased as the number of Firm Units being purchased by such
Underwriter bears to the total number of Firm Units, adjusted by you in such
manner as to avoid fractional units.  The
option with respect to the Option Units granted hereunder may be exercised only
to cover over-allotments in the sale of the Firm Units by the Underwriters.  You, as Representative of the several
Underwriters, may cancel such option at any time prior to its expiration by
giving written notice of such cancellation to the Company.  To the extent, if any, that the option is
exercised, payment for the Option Units shall be made on the Option Closing
Date in Federal (same day funds) through the facilities of The Depository Trust
Company in New York, New York drawn to the order of the Company.  Payment for the Option Units shall be made on
the Option Closing Date by wire transfer in Federal (same day) funds, as
follows:  $7.68 per Option Unit sold
shall be deposited in the Trust Fund pursuant to the Trust Agreement (including
$0.24 per Option Unit to be held in the Trust Fund as deferred underwriting
discount, which is to be paid to the Underwriters upon consummation of the
initial Business Combination) upon delivery to you of certificates (in form and
substance satisfactory to the Underwriters) representing the Option Units sold
(or through the facilities of DTC) for the account of the Underwriters.  The Company shall not be obligated to sell or
deliver any Option Units except upon tender of payment by the Representative
for all such Option Units.


The Company hereby agrees to issue and sell to the
Representative on the Effective Date an option (“Representative’s Purchase
Option”) for the purchase of an aggregate of one million two hundred and fifty
thousand (1,250,000) units (the “Representative’s Units”) for an aggregate
purchase price of $100.00.  Each of the
Representative’s Units is identical to the Firm Units, except that the Warrants
included in the Representative’s Units (“Representative’s Warrants”) have an
exercise price of seven dollars and twenty cents ($7.20), which is equal to one
hundred and twenty percent (120%) of the exercise price of Warrants sold to the
public.  The Representative’s Purchase
Option shall be exercisable, in whole or in part, at an initial exercise price
per Representative’s Unit of nine dollars and sixty cents ($9.60), which is
equal to one hundred and twenty percent (120%) of the initial public offering
price of a Unit, commencing on the later of (i) the consummation of the Company’s
initial acquisition of one or more assets or operating businesses, through a
merger, capital stock exchange, asset or stock acquisition, exchangeable share
transaction, joint venture or other similar business combination (“Business 



 14
 









Combination”) and (ii)
one year from the Effective Date, and expiring on the four-year
anniversary of the Effective Date (or, if earlier, the date on which the
Warrants shall have been redeemed).  The
Representative’s Purchase Option, the Representative’s Units, the
Representative’s Warrants and the shares of Common Stock issuable upon exercise
of the Representative’s Warrants are hereinafter referred to collectively as
the “Representative’s Securities.”  The
Representative understands and agrees that there are restrictions against
transferring the Representative’s Purchase Option.


Delivery and payment for the Representative’s Purchase
Option shall be made on the Closing Date. 
The Company shall deliver to the Underwriter, upon payment therefor,
certificates for the Representative’s Purchase Option in the name or names and
in such authorized denominations as the Representative may request.


3.             Offering by the Underwriters.


It is understood that the several Underwriters are to
make a public offering of the Firm Units as soon as the Representative deems it
advisable to do so.  The Firm Units are
to be initially offered to the public at the initial public offering price set
forth in the Prospectus.  The
Representatives may from time to time thereafter change the public offering
price and other selling terms.


It is further understood that you will act as the
Representatives for the Underwriters in the offering and sale of the Units in
accordance with a Master Agreement Among Underwriters entered into by you and
the several other Underwriters.


4.             Covenants of the Company.


The Company covenants and agrees with the several
Underwriters that:


(a)   The Company will
(A) prepare and timely file with the Commission under Rule 424(b) under the Act
a Prospectus in a form approved by the Representative containing information
previously omitted at the time of effectiveness of the Registration Statement
in reliance on Rules 430A or 430C under the Act, (B) not file any amendment to
the Registration Statement or distribute an amendment or supplement to the
General Disclosure Package or the Prospectus of which the Representative shall
not previously have been advised and furnished with a copy or to which the
Representative shall have reasonably objected in writing or which is not in
compliance with the Rules and Regulations and (C) file on a timely basis all
reports and any definitive proxy or information statements required to be filed
by the Company with the Commission subsequent to the date of the Prospectus and
prior to the termination of the offering of the Units by the Underwriters.



 15
 









(b)   The Company will
not make any offer relating to the Securities that would constitute a “free
writing prospectus” (as defined in Rule 405 under the Act) required to be filed
by the Company with the Commission under Rule 433 under the Act unless the
Representative approves its use in writing prior to first use.


(c)   The Company will
advise the Representative promptly (A) when the Registration Statement or any
post-effective amendment thereto shall have become effective, (B) of receipt of
any comments from the Commission, (C) of any request of the Commission for amendment
of the Registration Statement or for supplement to the General Disclosure
Package or the Prospectus or for any additional information, and (D) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or any order preventing or suspending the use of any
Preliminary Prospectus, or the Prospectus, or of the institution of any
proceedings for that purpose or pursuant to Section 8A of the Act.  The Company will use its best efforts to
prevent the issuance of any such order and to obtain as soon as possible the
lifting thereof, if issued.


(d)   The Company will
cooperate with the Representative in endeavoring to qualify the Securities for
sale under the securities laws of such jurisdictions as the Representative may
reasonably have designated in writing and will make such applications, file
such documents, and furnish such information as may be reasonably required for
that purpose, provided the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction where it is not now so qualified or required to file such a
consent.  The Company will, from time to
time, prepare and file such statements, reports, and other documents, as are or
may be required to continue such qualifications in effect for so long a period
as the Representative may reasonably request for distribution of the
Securities.


(e)   The Company will
deliver to, or upon the order of, the Representative, from time to time, as many
copies of any Preliminary Prospectus as the Representative may reasonably
request.  The Company will deliver to, or
upon the order of, the Representative during the period when delivery of a
Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under
the Act) is required under the Act, as many copies of the Prospectus in final
form, or as thereafter amended or supplemented, as the Representative may
reasonably request.  The Company will
deliver to the Representative at or before the Closing Date, four signedcopies
of the Registration Statement and all amendments thereto including all exhibits
filed therewith, and will deliver to the Representative such number of copies
of the Registration Statement (including such number of copies of the exhibits
filed therewith that may reasonably be requested), and of all amendments
thereto, as the Representative may reasonably request.


(f)    The Company will
comply with the Act and the Rules and Regulations, and the Exchange Act, and
the rules and regulations of the Commission thereunder, so as to permit the
completion of the distribution of the Units as contemplated in this Agreement
and the Prospectus.  If during the period
in which a prospectus (or, in lieu thereof, the notice referred to under Rule
173(a) under the Act) is required by law to be delivered by an Underwriter or
dealer, any event shall occur as a result of which, in the judgment of the
Company or in the reasonable 



 16
 









opinion of the Underwriters, it becomes necessary to amend or
supplement the Prospectus in order to make the statements therein, in the light
of the circumstances existing at the time the Prospectus is delivered to a
purchaser, not misleading, or, if it is necessary at any time to amend or
supplement the Prospectus to comply with any law, the Company promptly will
prepare and file with the Commission an appropriate amendment to the
Registration Statement or supplement to the Prospectus.


(g)   If the General
Disclosure Package is being used to solicit offers to buy the Securities at a
time when the Prospectus is not yet available to prospective purchasers and any
event shall occur as a result of which, in the judgment of the Company or in
the reasonable opinion of the Underwriters, it becomes necessary to amend or
supplement the General Disclosure Package in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or to make the statements therein not conflict with the information
contained in the Registration Statement then on file, or if it is necessary at
any time to amend or supplement the General Disclosure Package to comply with
any law, the Company promptly will prepare, file with the Commission (if
required) and furnish to the Underwriters and any dealers an appropriate
amendment or supplement to the General Disclosure Package.


(h)   The Company will
make generally available to its security holders, as soon as it is practicable
to do so, but in any event not later than 15 months after the Effective Date,
an earnings statement (which need not be audited) in reasonable detail,
covering a period of at least 12 consecutive months beginning after the
Effective Date, which earnings statement shall satisfy the requirements of
Section 11(a) of the Act and Rule 158 under the Act and will advise the
Representative in writing when such statement has been so made available.


(i)    Prior to the
Closing Date, the Company will furnish to the Underwriters, to the extent they
have been prepared by or are available to the Company, a copy of any unaudited
interim financial statements of the Company for any period subsequent to the
period covered by the most recent financial statements appearing in the
Registration Statement and the Prospectus.


(j)    The Company will
use its best efforts to effect and maintain the listing of the Securities on
the American Stock Exchange.


(k)   The Company shall
apply the net proceeds of its sale of the Securities as set forth in the
Registration Statement, General Disclosure Package and the Prospectus and shall
file such reports with the Commission with respect to the sale of the
Securities and the application of the proceeds therefrom as may be required in
accordance with Rule 463 under the Act.


(l)    The Company shall
cause the proceeds of the offering to be held in the Trust Fund to be invested
only in “government securities” (as defined in the Trust Agreement) with
specific maturity dates as set forth in the Trust Agreement and disclosed in
the Prospectus.  The 



 17
 









Company will otherwise use its best efforts to conduct its
business (both prior to and after the consummation of an initial Business
Combination) in a manner so that it will not become subject to the Investment
Company Act.


(m)  The Company will
not take, directly or indirectly, any action designed to cause or result in, or
that has constituted or might reasonably be expected to constitute, the
stabilization or manipulation of the price of any securities of the Company.


(n)   The Company will
comply with all applicable securities and other applicable laws, rules and
regulations in each jurisdiction in which the Directed Units are offered in
connection with the Directed Unit Program.


(o)   For a period of
five years from the Effective Date, or such earlier time upon which the Company
is required to be liquidated, the Company will use its best efforts to maintain
the registration of the Securities and the Representative’s Securities under
the provisions of the Exchange Act.  For
a period of five years from the Effective Date, or such earlier time upon which
the Company is required to be liquidated or the Representative shall no longer
hold the Representative’s Purchase Option, the Company will not deregister the
Units under the Exchange Act without the prior written consent of the
Representative.


(p)   For a period of
five years from the Effective Date, or until such earlier date upon which the
Company is required to be liquidated, the Company, at its expense, shall cause
its regularly engaged independent registered public accounting firm to review
(but not audit) the Company’s financial statements for each of the first three
fiscal quarters prior to the announcement of quarterly financial information
and the filing of the Company’s Form 10-Q quarterly report.


(q)   The Company will
not consummate a Business Combination with any entity which is affiliated (as
defined in Rule 405 of the Securities Act) with any Initial Stockholder unless
the Company obtains an opinion from an independent investment banking firm
stating that the Business Combination is fair to the Company’s stockholders
from a financial perspective nor will it acquire Pride International, Inc.’s
Latin America land and services division. 
The Company shall not pay any Initial Stockholder or any of their
affiliates or family members any fees or compensation from the Company, for
services rendered to the Company prior to, or in connection with, the
consummation of an initial Business Combination; provided that the Initial
Stockholders shall be entitled to reimbursement from the Company for their
reasonable out-of-pocket expenses incurred in connection with
seeking and consummating a Business Combination.


(r)    For a period of
five years from the Effective Date or until such earlier time upon which the
Company is required to be liquidated, the Company, upon request from the
Representative, will furnish to the Representative (Attn:  Syndicate Manager with a copy to:



 18
 









General Counsel), copies of such financial statements and
other periodic and special reports as the Company from time to time furnishes
generally to holders of any class of securities, and promptly furnish to the
Representative:  (i) a copy of such
registration statements, financial statements and periodic and special reports
as the Company shall be required to file with the Commission and from time to
time furnishes generally to holders of any such class of its securities; and
(ii) such additional documents and information with respect to the Company
and the affairs of any future subsidiaries of the Company as the Representative
may from time to time reasonably request, all subject to the execution of a
confidentiality agreement reasonably satisfactory to the Company.


(s)   For a period of
five years from the date hereof or until such earlier time upon which the
Company is required to be liquidated, the Company will not take any action or
actions which may prevent or disqualify the Company’s use of Form S-1
(or other appropriate form) for the registration of the Warrants and the
Representative’s Warrants under the Act.


(t)    The Company will
maintain a transfer agent, warrant agent and, if necessary under the
jurisdiction of incorporation of the Company, a registrar for the Units,
Common  Stock and Warrants.


(u)   In the event any
person or entity (excluding attorneys, accountants, engineers, environmental or
labor consultants, investigatory firms, technology consultants and specialists
and similar service providers that are not affiliated or associated with the
NASD and are not brokers or finders) is engaged, in writing, to assist the
issuer in finding or evaluating a merger candidate, the Company will provide
the following to the NASD and the Representative prior to consummation of an
initial Business Combination: (i) copies of agreements governing said
services (which details or agreements may be appropriately redacted to account
for privilege or confidentiality concerns), and (ii) a justification as to
why the person or entity providing the merger and acquisition services should
not be considered an “underwriter or related person” with respect to the
Company’s initial public offering as such term is defined in
Rule 2710(a)(6) of the NASD Conduct Rules. The Company also agrees that
proper disclosure of such arrangement or potential arrangement will be made in
the proxy statement which the Company will file for purposes of soliciting
stockholder approval for the initial Business Combination.


(v)   The Company will
maintain a system of internal accounting controls sufficient to provide
reasonable assurances that: 
(i) transactions are executed in accordance with management’s general
or specific authorization; (ii) transactions are recorded as necessary in
order to permit preparation of financial statements in accordance with
generally accepted accounting principles and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.



 19
 









(w)  The Company shall,
on the date hereof, retain its independent public accountants to audit the
financial statements of the Company as of the Closing Date (the “Audited
Financial Statements”) reflecting the receipt by the Company of the proceeds of
the initial public offering.  As soon as
the Audited Financial Statements become available, the Company shall promptly
file a Current Report on Form 8-K with the Commission, which Report
shall contain the Company’s Audited Financial Statements.


(x)    The Company shall
advise the NASD if it is aware that any 5% or greater stockholder of the
Company (other than the Representative or its affiliates) becomes an affiliate
or associated person of an NASD member participating in the distribution of the
Securities.


(y)   The Company hereby
agrees that the Company shall not issue (i) any shares of Common Stock or any
options or other securities convertible into Common Stock other than in
connection with a Business Combination as described in the Prospectus, or (ii)
any shares of Preferred Stock which participate in any manner in the Trust Fund
or which vote as a class with the Common Stock on a Business Combination.


(z)    The Company
hereby agrees that prior to commencing its due diligence investigation of any
assets or operating business which the Company seeks to acquire (“Target
Business”) or obtaining the services of any vendor or service provider it will
use its best efforts to attempt to cause the Target Business or the vendor or
service provider to execute a waiver letter in the form attached hereto as
Exhibit A and B, respectively.  It
is understood that the Company may not be able to obtain such letters in some
or all circumstances and that, nonetheless, the Company may still proceed with
such due diligence investigations and enter into agreements with such parties
or obtaining of services, as applicable. 
Prior to the Closing Date, each officer and director of the Company
shall execute a waiver letter in the form attached hereto as Exhibit C.


(aa) The Company shall
not take any action or omit to take any action that would cause the Company to
be in breach or violation of its certificate of incorporation or by-laws.


(bb) The Company agrees:
(i) that, prior to the consummation of any Business Combination, it will
submit such transaction to the Company’s stockholders for their approval (“Initial
Transaction Vote”) even if the nature of the acquisition is such as would not
ordinarily require stockholder approval under applicable state law; and
(ii) that, in the event that the Company does not effect a Business
Combination within 24 months from the date of the Prospectus, the Company will
be liquidated as described in the Prospectus. 
With respect to the Initial Transaction Vote, the Company shall cause
all of the Initial Stockholders to vote the shares of Common Stock owned by
them immediately prior to this offering in accordance with the vote of the
holders of a majority of the IPO Shares (as defined herein) present, in person
or by proxy, at a meeting of the Company’s stockholders called for the Initial
Transaction Vote.  At the time the
Company seeks approval of any potential Business Combination, the Company will 



 20
 









offer each of the holders of the Company’s Common Stock
issued in this offering (the “IPO Shares”) the right to convert such holder’s
IPO Shares at a per share price (the “Conversion Price”) equal to the amount in
the Trust Fund (inclusive of any interest income therein and net of taxes
payable and amounts disbursed for working capital purposes) on the record date
for determination of stockholders entitled to vote upon the proposal to approve
such Business Combination divided by the total number of IPO Shares.  If the Company elects to proceed with a
Business Combination, it will convert shares, based upon the Conversion Price,
from those holders of IPO Shares who affirmatively requested such conversion
and who voted against the initial Business Combination.  If (i) holders of a majority in interest of
the IPO Shares voted are not voted in favor of any initial Business Combination
or (ii) the holders of 30% or more in interest of the IPO Shares vote against
approval of any potential initial Business Combination and exercise their
conversion rights, the Company will not proceed with such initial Business
Combination and will not convert such shares.


(cc) The Company agrees
that it will use its best efforts to prevent the Company from becoming subject
to Rule 419 under the Act prior to the consummation of any Business
Combination, including, but not limited to, using its best efforts to prevent
any of the Company’s outstanding securities from being deemed to be a “penny
stock” as defined in Rule 3a-51-1 under the Exchange Act during
such period.


(dd) The Company agrees
that the initial Target Business(es) that it acquires must have an aggregate
fair market value equal to at least 80% of the Company’s net assets held in the
Trust Fund (net of taxes payable and amounts disbursed for working capital
purposes and excluding the amount held in the Trust Fund representing a portion
of the deferred underwriting discount) at the time of such acquisition.  The fair market value of such business(es)
must be determined by the Board of Directors of the Company based upon
standards the Board believes are generally accepted by the financial
community.  If the Board of Directors of
the Company is not able to independently determine that the Target Business(es)
have an aggregate fair market value of at least 80% of the Company’s net assets
held in the Trust Fund (net of taxes payable and amounts disbursed for working
capital purposes and excluding the amount held in the Trust Fund representing a
portion of the deferred underwriting discount) at the time of such acquisition
or a conflict of interest exists with respect to the transaction, the Company
will obtain an opinion from an unaffiliated, independent third party appraiser,
which may or may not be an investment banking firm that is a member of the NASD
with respect to the satisfaction of such criteria.  The Company is not required to obtain an
opinion from an unaffiliated, independent third party appraiser as to the fair
market value of a Target Business(es) if the Company’s Board of Directors
independently determines that the Target Business(es) does have sufficient fair
market value.


(ee) The Company agrees
that, prior to the consummation of a Business Combination, it will not take any
action to amend or modify, and will not support, directly or indirectly, or in
any way endorse or recommend that stockholders approve any amendment or modification
to, the provisions of its certificate of incorporation set forth in the
Prospectus under 



 21
 









the subheading “Amended and Restated Certificate of
Incorporation” under the caption “Proposed Business”.


5.             Costs and Expenses.


The Company will pay all costs, expenses and fees
incident to the performance of the obligations of the Company under this
Agreement, including, without limiting the generality of the foregoing, the
following:  accounting fees of the
Company; the fees and disbursements of counsel for the Company; the cost of
printing and delivering to, or as requested by, the Underwriters copies of the
Registration Statement, Preliminary Prospectuses, the Prospectus, this
Agreement,  the Underwriters’ Selling
Memorandum,  the Underwriters’ Invitation
Letter,  the Listing Application, the
Blue Sky Survey and any supplements or amendments thereto; the filing fees of
the Commission; the filing fees and expenses (including legal fees and
disbursements) incident to securing any required review by the NASD of the
terms of the sale of the Units; the Listing Fee of the American Stock Exchange;
the costs and expenses (including without limitation any damages or other
amounts payable in connection with legal or contractual liability) associated
with the reforming of any contracts for sale of the Units made by the
Underwriters caused by a breach of a representation; and the expenses,
including the fees and disbursements of counsel for the Underwriters, incurred
in connection with the qualification of the Securities under State securities
or Blue Sky Laws.  The Company agrees to
pay all costs and expenses of the Underwriters, including the reasonable fees
and disbursements of one counsel for the Underwriters, incident to the offer
and sale of Directed Units by the Underwriters to employees and persons having
business relationships with the Company. 
The Company shall not, however, be required to pay for any of the
Underwriter’s expenses (other than those related to qualification under NASD
regulation and State securities or Blue Sky Laws) except that, if this
Agreement shall not be consummated because the conditions in Section 6 hereof
are not satisfied, or because this Agreement is terminated by the
Representative pursuant to Section 11 hereof, or by reason of any failure,
refusal or inability on the part of the Company to perform any undertaking or
satisfy any condition of this Agreement or to comply with any of the terms
hereof on its part to be performed, unless such failure, refusal or inability
is due primarily to the default or omission of any Underwriter, the Company
shall reimburse the several Underwriters for reasonable out-of-pocket expenses,
including reasonable fees and disbursements of counsel, reasonably incurred in
connection with investigating, marketing and proposing to market the Units or
in contemplation of performing their obligations hereunder; but the Company
shall not in any event be liable to any of the several Underwriters for damages
on account of loss of anticipated profits from the sale by them of the Units.


6.             Conditions of Obligations of the Underwriters.


The several obligations of the Underwriters to
purchase the Firm Units on the Closing Date and the Option Units, if any, on
the Option Closing Date are subject to the accuracy, as of the Applicable Time,
the Closing Date or the Option Closing Date, as the case may be, of the
representations and warranties of the Company contained herein, and to the
performance by the Company of its covenants and obligations hereunder and to
the following additional conditions:


 



 22















(a)   The Registration
Statement and all post-effective amendments thereto shall have become effective
and the Prospectus shall have been filed as required by Rules 424, 430A, 430C
or 433 under the Act, as applicable, within the time period prescribed by, and
in compliance with, the Rules and Regulations, and any request of the
Commission for additional information (to be included in the Registration
Statement or otherwise) shall have been disclosed to the Representative and
complied with to its reasonable satisfaction. 
No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose or pursuant to Section 8A under the Act shall have
been taken or, to the knowledge of the Company, shall be contemplated or
threatened by the Commission and no injunction, restraining order or order of
any nature by a Federal or state court of competent jurisdiction shall have
been issued as of the Closing Date which would prevent the issuance of the
Units.


(b)   The Representative
shall have received on the Closing Date or the Option Closing Date, as the case
may be, the opinions of Ellenoff, Grossman & Schole LLP, counsel for the
Company, dated the Closing Date or the Option Closing Date, as the case may be,
addressed to the Underwriters (and stating that it may be relied upon by
counsel to the Underwriters) to the effect that:


(i)            The
Company has been duly organized and is validly existing as a corporation in
good standing under the laws of the State of Delaware, with corporate power and
authority to own or lease its properties and conduct its business as described
in the Registration Statement; the Company has the status set forth in such
opinion in each of the jurisdictions listed in the opinion.


(ii)           The
Company has authorized and outstanding capital stock as set forth in the
Registration Statement and the Prospectus (and any similar section or
information contained in the General Disclosure Package); the authorized
securities of the Company have been duly authorized; the outstanding securities
have been duly authorized and validly issued and are fully paid and
non-assessable; all of the Securities and the Representative’s Securities, and
each agreement filed as an exhibit to the Registration Statement conform to the
description thereof contained in the Registration Statement, the General
Disclosure Package and the Prospectus; the certificates for the Securities and
the Representative’s Securities, assuming they are in the form filed with the
Commission,  are in due and proper form;
the shares of Common Stock, including the Option Units, if any, to be sold by
the Company pursuant to this Agreement have been duly authorized and will be
validly issued, fully paid and non-assessable when issued and paid for as
contemplated by this Agreement; and no preemptive rights of holders of any
security exist with respect to any of the Securities and the Representative’s
Securities or the issue or sale thereof.


(iii)          The
shares of Common Stock that constitute the Securities and the Representative’s
Securities have been duly authorized and, when issued and paid for in
accordance with the terms thereof, will be validly issued, fully paid and
non-assessable.  When issued, the
Representative’s Purchase Option, the Representative’s Warrants and the
Warrants 



 23
 









will
constitute valid and binding obligations of the Company to issue and sell, upon
exercise thereof and payment therefor, the number and type of securities of the
Company called for thereby and such Warrants, the Representative’s Purchase
Option, and the Representative’s Warrants, when issued, in each case, are
enforceable against the Company in accordance with their respective terms.


(iv)          The
Registration Statement has become effective under the Act and, to the best of
the knowledge of such counsel, no stop order proceedings with respect thereto
and no proceeding for that purpose or pursuant to Section 8A of the Act have
been instituted or are pending or threatened under the Act.


(v)           The
Registration Statement, the Prospectus and each amendment or supplement thereto
comply as to form in all material respects with the requirements of the Act and
the applicable rules and regulations thereunder (except that such counsel need
express no opinion as to the financial statements and related schedules
therein.)


(vi)          The
statements under the captions “Comparison to offerings of blank check
companies,” “Description of Securities” and “Item 14 of Part II” in the
Prospectus, insofar as such statements constitute a summary of documents
referred to therein or matters of law, fairly summarize in all material
respects the information called for with respect to such documents and matters.


(vii)         Such
counsel does not know of any contracts or documents required to be filed as
exhibits to the Registration Statement or described in the Registration
Statement or the Prospectus which are not so filed or described as required,
and such contracts and documents as are summarized in and attached as an
exhibit to the Registration Statement or the Prospectus are fairly summarized
in all material respects.


(viii)        Such counsel knows of no material legal or governmental
proceedings pending or threatened against the Company except as set forth in
the Registration Statement, the General Disclosure Package and the Prospectus,
in each case as of the Applicable Time.


(ix)           The
execution and delivery of this Agreement, the Warrant Agreement, the
Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement and
the Lease Agreement, the consummation of the transactions contemplated therein
and herein and the issuance and sale of the Securities and Representative’s
Securities do not and will not conflict with or violate any of the terms or
provisions of the charter or by-laws of the Company, or conflict with or result
in a breach of, or default under, any of the terms or provisions of any
material indenture, mortgage, deed of trust or other agreement or instrument to
which the Company or any of the Subsidiaries is a party or by which the Company
or any of the Subsidiaries may be bound, or violate any judgment, order or
decree known by such counsel to 



 24
 









be
applicable to the Company of any court, domestic or foreign, or of any federal,
state or other regulatory authority or other governmental body having
jurisdiction over the Company, its properties or assets.


(x)            This
Agreement has been duly authorized, executed and delivered by the Company.


(xi)           The
Warrant Agreement, the Lease Agreement, the Trust Agreement, the Escrow
Agreement and the Representative’s Purchase Option have each been duly and
validly authorized and, when executed and delivered by the Company, will
constitute the valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms.


(xii)          No
approval, consent, order, authorization, designation, declaration or filing by
or with any regulatory, administrative or other governmental body is necessary
in connection with the execution and delivery of this Agreement and the
consummation of the transactions herein contemplated (other than as may be
required by the NASD or as required by State securities and Blue Sky Laws as to
which such counsel need express no opinion) except such as have been obtained
or made, specifying the same.


(xiii)         The Company is not, and will not become, as a result of the
consummation of the transactions contemplated by this Agreement, and
application of the net proceeds therefrom as described in the Prospectus,
required to register as an investment company under the 1940 Act.


(xiv)        Upon
delivery and payment for the Firm Units on the Closing Date, the Company will
not be subject to Rule 419 under the Act and none of the Company’s outstanding
securities will be deemed to be a “penny stock” as defined in Rule 3a-51-1
under the Exchange Act.


In rendering such opinion Ellenoff, Grossman &
Schole LLP may rely as to matters governed by the laws of states other than New
York or federal laws on local counsel in such jurisdictions, provided that in
each case Ellenoff, Grossman & Schole LLP shall state that they believe
that they and the Underwriters are justified in relying on such other
counsel.  In addition to the matters set
forth above, such opinion shall also include a statement to the effect that
nothing has come to the attention of such counsel which leads them to believe
that (i) the Registration Statement, at the time it became effective under the
Act (including the information deemed to be a part of the Registration
Statement at the time it became effective pursuant to Rules 430A or 430C under
the Act) and as of the Closing Date or the Option Closing Date, as the case may
be, contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) the General Disclosure Package,
as of the Applicable Time, contained an untrue 



 25
 









statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading and (iii) the Prospectus, or any supplement thereto, on
the date it was filed pursuant to the Rules and Regulations and as of the
Closing Date or the Option Closing Date, as the case may be, contained or
contains an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading (except that
such counsel need express no view as to financial statements and schedules and
other financial data therein).  With
respect to such statement, Ellenoff, Grossman & Schole LLP may state that
their belief is based upon the procedures set forth therein, but is without
independent check and verification.


(c)   The Representative
shall have received an opinion and statement of Skadden, Arps, Slate, Meagher
& Flom LLP, counsel for the Underwriters, dated the Closing Date or the
Option Closing Date, as the case may be, with respect to such matters as the
Representative may reasonably request, and such counsel shall have received
such documents and information as they may reasonably request to enable them to
pass upon such matters.


(d)   The Representative
shall have received at or prior to the Closing Date from Skadden, Arps, Slate,
Meagher & Flom LLP a memorandum or summary, in form and substance
satisfactory to the Representative, with respect to the qualification for
offering and sale by the Underwriters of the Securities under the state
securities or Blue Sky Laws of such jurisdictions as the Representative may
reasonably have designated to the Company.


(e)   The Representative
shall have received, on each of the date hereof, the Closing Date and, if
applicable, the Option Closing Date, a letter dated the date hereof, the
Closing Date or the Option Closing Date, as the case may be, in form and
substance satisfactory to the Representative, of UHY LLP confirming that it is
an independent registered public accounting firm with respect to the Company
within the meaning of the Act and the applicable Rules and Regulations and the
PCAOB and stating that in their opinion the financial statements and schedules
examined by it and included in the Registration Statement, the General
Disclosure Package and the Prospectus comply in form in all material respects
with the applicable accounting requirements of the Act and the related Rules
and Regulations; and containing such other statements and information as is
ordinarily included in accountants’ “comfort letters” to Underwriters with
respect to the financial statements and certain financial and statistical
information contained in the Registration Statement, the General Disclosure
Package and the Prospectus.


(f)    The
Representative shall have received on the Closing Date and, if applicable, the
Option Closing Date, as the case may be, a certificate or certificates of the
Chief Executive Officer and the Chief Financial Officer of the Company to the
effect that, as of the Closing Date or the Option Closing Date, as the case may
be, each of them severally represents as follows:



 26
 









(i)            The
Registration Statement has become effective under the Act and no stop order
suspending the effectiveness of the Registration Statement or no order preventing
or suspending the use of any Preliminary Prospectus, or the Prospectus has been
issued, and no proceedings for such purpose or pursuant to Section 8A of the
Act have been taken or are, to his or her knowledge, contemplated or threatened
by the Commission;


(ii)           The
representations and warranties of the Company contained in Section 1 hereof are
true and correct as of the Closing Date or the Option Closing Date, as the case
may be;


(iii)          All
filings required to have been made pursuant to Rules 424, 430A or 430C under
the Act have been made as and when required by such rules;


(iv)          He
or she has carefully examined the General Disclosure Package and, in his or her
opinion, as of the Applicable Time, the statements contained in the General
Disclosure Package did not contain any untrue statement of a material fact, and
such General Disclosure Package, when considered together with the General
Disclosure Package, did not omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;


(v)           He
or she has carefully examined the Registration Statement and, in his or her
opinion, as of the effective date of the Registration Statement, the
Registration Statement and any amendments thereto did not contain any untrue
statement of a material fact and did not omit to state a material fact
necessary in order to make the statements therein not misleading, in light of
the circumstances under which they were made and since the Effective Date, no
event has occurred which should have been set forth in a supplement to or an
amendment of the Prospectus which has not been so set forth in such supplement
or amendment;


(vi)          He
or she has carefully examined the Prospectus and, in his or her opinion, as of
its date and the Closing Date or the Option Closing Date, as the case may be,
the Prospectus and any amendments and supplements thereto did not contain any
untrue statement of a material fact and did not omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and


(vii)         Since
the respective dates as of which information is given in the Registration
Statement, the General Disclosure Package and the Prospectus, there has not
been any material adverse change or any development involving a prospective
material adverse change in or affecting the business, management, properties,
assets, rights, operations, condition (financial or otherwise) or prospects of
the Company, whether or not arising in the ordinary course of business.



 27
 









(g)   The Company shall
have furnished to the Representative such further certificates and documents
confirming the representations and warranties, covenants and conditions contained
herein and related matters as the Representative may reasonably have requested.


(h)   The Firm Units and
Option Units, if any, shall have been duly listed, subject to notice of
issuance, on the American Stock Exchange.


(i)    The Company shall
have delivered to the Representative executed copies of the Escrow Agreement,
the Trust Agreement, the Warrant Agreement, the Lease Agreement and each of the
Insider Letters.


(j)    On the Closing
Date, the Company shall have delivered to the Representative executed copies of
the Representative’s Purchase Option.


(k)   The Company shall
have deposited into the Trust Fund the six million dollars ($6,000,000) in
proceeds received by the Company as consideration for the sale to the Initial
Stockholders of 3,000,0000 Warrants and 375,000 Units in a private placement
completed prior to the Closing Date.


The opinions and certificates mentioned in this
Agreement shall be deemed to be in compliance with the provisions hereof only
if they are in all material respects satisfactory to the Representative and to
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters.


If any of the conditions hereinabove provided for in
this Section 6 shall not have been fulfilled when and as required by this
Agreement to be fulfilled, the obligations of the Underwriters hereunder may be
terminated by the Representative by notifying the Company of such termination
in writing at or prior to the Closing Date or the Option Closing Date, as the
case may be.


In such event, the Company and the Underwriters shall
not be under any obligation to each other (except to the extent provided in
Sections 5 and 8 hereof).


7.             Conditions of the Obligations of the Company.


The obligations of the Company to sell and deliver the
portion of the Securities and the Representative’s Securities required to be
delivered as and when specified in this Agreement are subject to the conditions
that at the Closing Date or the Option Closing Date, as the case may be, no
stop order suspending the effectiveness of the Registration Statement shall
have been issued and in effect or proceedings therefor initiated or threatened.



 28
 









8.             Indemnification.


(a)   The Company
agrees:


(1)           to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of either Section 15 of the Act or Section 20 of the Exchange Act,
against any losses, claims, damages or liabilities to which such Underwriter or
any such controlling person may become subject under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon  (i) any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, any
Preliminary Prospectus, the General Disclosure Package, the Prospectus or any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission made in the Registration Statement,
any Preliminary Prospectus, the General Disclosure Package, the Prospectus, or
such amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by or through the Representative
specifically for use therein, it being understood and agreed that  the only such information furnished by any
Underwriter consists of the information described as such in Section 13 herein;
and


(2)           to reimburse each Underwriter and
each such controlling person upon demand for any legal or other out-of-pocket
expenses reasonably incurred by such Underwriter or such controlling person in
connection with investigating or defending any such loss, claim, damage or
liability, action or proceeding or in responding to a subpoena or governmental
inquiry related to the offering of the Securities, whether or not such
Underwriter or controlling person is a party to any action or proceeding.  In the event that it is finally judicially
determined that the Underwriters were not entitled to receive payments for
legal and other expenses pursuant to this subparagraph, the Underwriters will
promptly return all sums that had been advanced pursuant hereto.


(b)   Each Underwriter
severally and not jointly will indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed the Registration Statement,
and each person, if any, who controls the Company within the meaning of the
Act, against any losses, claims, damages or liabilities to which the Company or
any such director, officer, or controlling person may become subject under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based upon
(i)  any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
any Preliminary Prospectus, the General Disclosure Package, the Prospectus or
any amendment or supplement thereto, or (ii) the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make 



 29
 









the statements therein not misleading in the light of the
circumstances under which they were made; and will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer, or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability, action or proceeding; provided, however, that each Underwriter
will be liable in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
has been made in the Registration Statement, any Preliminary Prospectus, the
General Disclosure Package the Prospectus or such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Company by or through the Representative specifically for use therein, it being
understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in Section 13
herein.  This indemnity agreement will be
in addition to any liability which such Underwriter may otherwise have.


(c)   In case any
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
this Section 8, such person (the “indemnified party”) shall promptly notify the
person against whom such indemnity may be sought (the “indemnifying party”) in
writing.  No indemnification provided for
in Section 8(a) or (b) shall be available to any party who shall fail to give
notice as provided in this Section 8(c) if the party to whom notice was not
given was unaware of the proceeding to which such notice would have related and
was materially prejudiced by the failure to give such notice, but the failure
to give such notice shall not relieve the indemnifying party or parties from
any liability which it or they may have to the indemnified party for
contribution or otherwise than on account of the provisions of Section 8(a) or
(b).  In case any such proceeding shall
be brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled  to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party and shall pay as incurred the fees and disbursements of such
counsel related to such proceeding.  In
any such proceeding, any indemnified party shall have the right to retain its
own counsel at its own expense. 
Notwithstanding the foregoing, the indemnifying party shall pay as
incurred (or within 30 days of presentation) the fees and expenses of the
counsel retained by the indemnified party in the event  (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such
counsel,  (ii) the named parties to any
such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them or (iii) the indemnifying party shall have failed to assume the
defense and employ counsel acceptable to the indemnified party within a
reasonable period of time after notice of commencement of the action.  It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm for all such indemnified parties. 
Such firm shall be designated in writing by you in the case of parties
indemnified pursuant to Section 8(a) and by the Company in the case of parties
indemnified pursuant to Section 8(b). 
The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.  



 30
 









In addition, the indemnifying party will not, without the
prior written consent of the indemnified party, settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action or
proceeding of which indemnification may be sought hereunder (whether or not any
indemnified party is an actual or potential party to such claim, action or
proceeding) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action or proceeding.


(d)   The Company,
agrees to indemnify and hold harmless DBSI and its affiliates and each person,
if any, who controls DBSI or its affiliates within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) (i) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
material prepared by or with the consent of the Company for distribution to
Participants in connection with the Directed Unit Program, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
(ii) caused by the failure of any Participant to pay for and accept
delivery of Directed Units that the Participant has agreed to purchase; or
(iii) related to, arising out of, or in connection with the Directed Unit
Program other than losses, claims, damages or liabilities (or expenses relating
thereto) that are finally judicially determined to have resulted from the bad
faith or gross negligence of DBSI.


(e)   To the extent the
indemnification provided for in this Section 8 is unavailable to or
insufficient to hold harmless an indemnified party under Section 8(a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Securities.  If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand
and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof), as well as any other relevant equitable
considerations.  The relative benefits
received by the Company on the one hand and the Underwriters on the other shall
be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus.  The relative fault 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 the Company on the one hand or the
Underwriters on the other and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.



 31
 









The
Company, and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this Section 8(e) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 8(e).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to above in this Section 8(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions
of this subsection (e), (i) no Underwriter shall be required to contribute any
amount in excess of the underwriting discounts and commissions applicable to the
Securities purchased by such Underwriter and 
(ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.


(f)    In any proceeding
relating to the Registration Statement, any Preliminary Prospectus, the General
Disclosure Package, the Prospectus or any supplement or amendment thereto, each
party against whom contribution may be sought under this Section 8 hereby
consents to the jurisdiction of any court having jurisdiction over any other
contributing party, agrees that process issuing from such court may be served
upon it by any other contributing party and consents to the service of such
process and agrees that any other contributing party may join it as an
additional defendant in any such proceeding in which such other contributing
party is a party.


(g)   Any losses,
claims, damages, liabilities or expenses for which an indemnified party is
entitled to indemnification or contribution under this Section 8 shall be paid
by the indemnifying party to the indemnified party as such losses, claims,
damages, liabilities or expenses are incurred. 
The indemnity and contribution agreements contained in this Section 8
and the representations and warranties of the Company set forth in this
Agreement shall remain operative and in full force and effect, regardless of
(i) any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Company, its directors or officers or any
persons controlling the Company, (ii) acceptance of any Units and payment
therefor hereunder, and (iii) any termination of this Agreement.  A successor to any Underwriter, or any person
controlling any Underwriter, or to the Company, its directors or officers, or
any person controlling the Company, shall be entitled to the benefits of the
indemnity, contribution and reimbursement agreements contained in this Section
8.


9.             Default by Underwriters.


If on the Closing Date or the Option Closing Date, as
the case may be, any Underwriter shall fail to purchase and pay for the portion
of the Units which such Underwriter has agreed to purchase and pay for on such
date (otherwise than by reason of any default on the part of the Company), the
Representative of the Underwriters, shall use its reasonable efforts to procure
within 36 hours thereafter one or more of the other Underwriters, or any
others, to purchase from the Company such amounts as may be agreed upon and
upon the terms set forth 



 32
 









herein, the Units which
the defaulting Underwriter or Underwriters failed to purchase.  If during such 36 hours the Representative,
shall not have procured such other Underwriters, or any others, to purchase the
Units agreed to be purchased by the defaulting Underwriter or Underwriters,
then  (a) if the aggregate number of
shares with respect to which such default shall occur does not exceed 10% of
the Units to be purchased on the Closing Date or the Option Closing date, as
the case may be, the other Underwriters shall be obligated, severally, in
proportion to the respective numbers of Units which they are obligated to
purchase hereunder, to purchase the Units which such defaulting Underwriter or
Underwriters failed to purchase, or  (b)
if the aggregate number of Units with respect to which such default shall occur
exceeds 10% of the Units to be purchased on the Closing Date or the Option
Closing Date, as the case may be, the Company or the Representative will have
the right, by written notice given within the next 36-hour period to the
parties to this Agreement, to terminate this Agreement without liability on the
part of the non-defaulting Underwriters or of the Company except to the extent
provided in Sections 5 and 8 hereof.  In
the event of a default by any Underwriter or Underwriters, as set forth in this
Section 9, the Closing Date or Option Closing Date, as the case may be, may be
postponed for such period, not exceeding seven days, as you, as Representative,
may determine in order that the required changes in the Registration Statement,
the General Disclosure Package or in the Prospectus or in any other documents
or arrangements may be effected.  The
term “Underwriter” includes any person substituted for a defaulting
Underwriter.  Any action taken under this
Section 9 shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.


10.           Notices.


All communications hereunder shall be in writing and,
except as otherwise provided herein, will be mailed, delivered, telecopied or
telegraphed and confirmed as follows:  if
to the Underwriters, to Deutsche Bank Securities Inc., 60 Wall Street, 4th
Floor, New York, New York 10005; Attention: Syndicate Manager, with a copy to
Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005,
Attention: General Counsel; with a copy to Gregg A. Noel, Esq., Skadden, Arps,
Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los Angeles, California
90071; if to the Company, to Vantage Energy Services, Inc., 777 Post Oak Blvd.,
Suite 610, Houston, Texas 77056, Attn: Chief Executive Officer, with a copy to:
Douglas Ellenoff, Esq., Ellenoff, Grossman & Schole LLP, 370 Lexington
Avenue, New York, New York 10017.


11.           Termination.


This Agreement may be terminated by the Representative
by notice to the Company (a) at any time prior to the Closing Date or any
Option Closing Date (if different from the Closing Date and then only as to
Option Units) if any of the following has occurred:  (i) since the respective dates as of which
information is given in the Registration Statement, the General Disclosure
Package and the Prospectus, as in effect as of the Applicable Time, any
material adverse change or any development involving a prospective material adverse
change in or affecting the earnings, business, management, properties, assets,
rights, operations, condition (financial or otherwise) or prospects of the
Company, whether or not arising in the ordinary 



 33
 









course of business, (ii)
any outbreak or escalation of hostilities or declaration of war or national
emergency or other national or international calamity or crisis (including,
without limitation, an act of terrorism) 
if the effect of such outbreak, escalation, declaration, emergency,
calamity or crisis on the financial markets of the United States would, in the
Representative’s judgment, materially impair the investment quality of the
Securities, (iii) any material change in economic or political conditions if
the effect of such change on the financial markets of the United States would,
in the Representative’s judgment, materially impair the investment quality of
the Securities, (iv) suspension of trading in securities generally on the New
York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market or
limitation on prices (other than limitations on hours or numbers of days of
trading) for securities on either such Exchange, (v) the enactment,
publication, decree or other promulgation of any statute, regulation, rule or
order of any court or other governmental authority which in the Representative’s
opinion materially and adversely affects or may materially and adversely affect
the business or operations of the Company, (vi) the declaration of a banking
moratorium by United States or New York State authorities, (vii) the suspension
of trading of the Company’s Units by the American Stock Exchange, the
Commission, or any other governmental authority or, (viii) the taking of any
action by any governmental body or agency in respect of its monetary or fiscal
affairs which in the Representative’s reasonable opinion has a material adverse
effect on the securities markets in the United States; or (b) as provided in
Sections 6 and 9 of this Agreement.


12.           Successors.


This Agreement has been and is made solely for the
benefit of the Underwriters and  the
Company and their respective successors, executors, administrators, heirs and
assigns, and the officers, directors and controlling persons referred to
herein, and no other person will have any right or obligation hereunder.  No purchaser of any of the Units from any
Underwriter shall be deemed a successor or assign merely because of such
purchase.


13.           Information Provided by
Underwriters.


The Company and the Underwriters acknowledge and agree
that the only information furnished or to be furnished by any Underwriter to
the Company for inclusion in the Registration Statement, any Preliminary
Prospectus,  or the Prospectus consists
of the information set forth in the third, twelfth, thirteenth and fourteenth
paragraphs under the caption “Underwriting” in the Prospectus.


14.           Miscellaneous.


The reimbursement, indemnification and contribution
agreements contained in this Agreement and the representations, warranties and
covenants in this Agreement shall remain in full force and effect regardless
of  (a) any termination of this
Agreement,  (b) any investigation made by
or on behalf of any Underwriter or controlling person thereof, or by or on
behalf of the Company or its directors or officers, and (c) delivery of and
payment for the Units under this Agreement.



 34
 









The Company acknowledges and agrees that each
Underwriter in providing investment banking services to the Company in
connection with the offering, including in acting pursuant to the terms of this
Agreement, has acted and is acting as an independent contractor and not as a
fiduciary and the Company does not intend such Underwriter to act in any
capacity other than as an independent contractor, including as a fiduciary or
in any other position of higher trust.


This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York, including, without
limitation, Section 5-1401 of the New York General Obligations Law.


The Company agrees that any suit, action or proceeding against it
brought by any Underwriter, the directors, officers, employees, affiliates and
agents of any Underwriter, or by any person who controls any Underwriter,
arising out of or based upon this Agreement or the transactions contemplated
hereby may be instituted in any State court or U.S. federal court in The City
of New York and County of New York, and waives any objection which it may now
or hereafter have to the laying of venue of any such proceeding, and
irrevocably submits to the non-exclusive jurisdiction of such courts in any
suit, action or proceeding.


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 



 35















If the foregoing letter is in accordance with your
understanding of our agreement, please sign and return to us the enclosed
duplicates hereof, whereupon it will become a binding agreement among the
Company and the several Underwriters in accordance with its terms.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  VANTAGE ENERGY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Paul A. Bragg

  
	
   

  	
   

  	
  Name:

  	
  Paul A. Bragg

  
	
   

  	
   

  	
  Title:

  	
  Chairman and Chief
  Executive Officer

  



 


	
  The
  foregoing Underwriting Agreement

  is hereby confirmed and accepted as

  of the date first above written.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK SECURITIES INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  As Representative of the several

  Underwriters listed on Schedule I

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Deutsche Bank Securities Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ C. Mitchell Cox

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Michael Friezo

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  



 


















SCHEDULE I


SCHEDULE OF UNDERWRITERS


	
  Underwriter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Number of Firm Units

  to be Purchased

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank
  Securities Inc.

  	
   

  	
   

  	
   

  	
  28,500,000

  	
   

  
	
  Legend Merchant Group,
  Inc.

  	
   

  	
   

  	
   

  	
  1,200,000

  	
   

  
	
  Gunnallen Financial,
  Inc.

  	
   

  	
   

  	
   

  	
  300,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  30,000,000

  	
   

  



 



 S-I-1















SCHEDULE II


None.


 



 S-II-1















SCHEDULE III


SCHEDULE OF INITIAL
STOCKHOLDERS


Paul. A. Bragg


Christopher G. DeClaire


Jorge E. Estrada M.


Marcelo D. Guiscardo


John C.G. O’Leary


John Russell


 



 S-III-1















EXHIBIT A


Vantage Energy Services, Inc.


Gentlemen:


Reference is made to the
Final Prospectus of Vantage Energy Services, Inc. (the “Company”), dated              ,
2007 (the “Prospectus”).  Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Prospectus.


We have read the
Prospectus and understand that the Company has established a trust account at
Deutsche Bank Trust Company Americas, maintained by Continental Stock Transfer
and Trust Company, acting as Trustee, as described in the Prospectus (the “Trust
Fund”), initially in an amount of $229,400,000 for the benefit of the public
stockholders and that Company may disburse monies from the Trust Fund only
(i) to the public stockholders in the event of the conversion of their
shares or the liquidation of the Company, (ii) to the Company in an aggregate
amount of up to $2,250,000 of interest accrued from the Trust Fund for working
capital or (iii) to the Company after it consummates an initial Business
Combination.


For and in consideration of the Company agreeing to
evaluate the undersigned for purposes of consummating an initial Business
Combination with it, the undersigned hereby agrees that it does not have any
right, title, interest or claim of any kind in or to any monies in the Trust
Fund (the “Claim”) and hereby waives any Claim it may have in the future as a
result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse against the Trust Fund for any reason
whatsoever.


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name of Target Business

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature of Target Business

  	
   

  



 



 A-1















EXHIBIT B


Vantage Energy Services, Inc.


Gentlemen:


Reference is made to
Vantage Energy Services, Inc. (the “Company”), dated                ,
2007 (the “Prospectus”).  Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Prospectus.


We have read the
Prospectus and understand that the Company has established a trust account at
Deutsche Bank Trust Company Americas, maintained by Continental Stock Transfer
and Trust Company, acting as Trustee, as described in the Prospectus (the “Trust
Fund”), initially in an amount of $229,400,000 for the benefit of the public
stockholders and that the Company may disburse monies from the Trust Fund only
(i) to the public stockholders in the event of the conversion of their shares
or the liquidation of the Company, (ii) to the Company in an aggregate amount
of up to $2,250,000 of interest accrued from the Trust Fund for working capital
or (iii) to the Company after it consummates an initial Business
Combination.


For and in consideration of the Company engaging the
services of the undersigned, the undersigned hereby agrees that it does not
have any right, title, interest or claim of any kind in or to any monies in the
Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future
as a result of, or arising out of, any negotiations, contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any
reason whatsoever.


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name of Vendor or Service Provider

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature of Vendor or Service Provider

  	
   

  



 



 B-1















EXHIBIT C


Vantage Energy Services, Inc.


Gentlemen:


Reference is made to the
final prospectus of Vantage Energy Services, Inc. (the “Company”), dated              ,
2007 (the “Prospectus”).  Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Prospectus.


The undersigned hereby
acknowledges that the Company has established a trust account at Deutsche Bank
Trust Company Americas, maintained by Continental Stock Transfer and Trust
Company, acting as Trustee, as described in the Prospectus (the “Trust Fund”),
initially in an amount of $229,400,000 for the benefit of the public
stockholders in accordance with and subject to the terms of this letter.


The undersigned hereby
waives any right, title, interest or claim of any kind on or to any monies in
the Trust Fund (the “Claim”) the undersigned may have in the future as a result
of, or arising out of, any contracts or agreements with the Company and will
not seek recourse against the Trust Fund for any reason whatsoever, except to
the extent the undersigned is entitled to be indemnified by the Company
pursuant to the Company’s amended and restated certificate of incorporation.


The undersigned agrees to indemnify and hold harmless
the Company against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever) which the
Company may become subject to as a result of any claim by (i) any vendor or
service provider that is owed money by the Company for services rendered or
products sold to the Company prior to the initial Business Combination and (ii)
prospective target businesses for fees and expenses of third parties that the
Company agreed in writing to pay in the event the Company does not consummate a
Business Combination with such business; but, in each case, only to the extent
such parties have not executed waivers and only to the extent necessary to
ensure that the amount in the Trust Fund is not reduced. Nothing contained in
this paragraph shall be construed to suggest that the undersigned may be held
personally liable for any loss, liability claims, damage or expense which the
Company may become subject to other than as set forth in the preceding
sentence.


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name of Officer/Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature of Officer/Director

  	
   

  



 



 C-1