Exhibit 10.3


SECURITIES
ESCROW AGREEMENT


THIS SECURITIES ESCROW
AGREEMENT, dated as of  May 24, 2007 (the “Agreement”), by and among VANTAGE ENERGY SERVICES, INC., a
Delaware corporation (the “Company”),
the undersigned parties listed under Initial Stockholders on the signature page
hereto (collectively, the “Initial
Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a
New York corporation (the “Escrow Agent”).


WHEREAS, the Company has
entered into an Underwriting Agreement, dated May 24, 2007 (“Underwriting Agreement”), with Deutsche
Bank Securities Inc. (“Deutsche Bank”),
acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among
other matters, the Underwriters have agreed to purchase up to 34,500,000 units
(the “Units”) of the Company’s
securities. Each Unit consists of one share of the Company’s Common Stock, par
value 0.001 per share, and one Warrant, exercisable to purchase one share of
Common Stock, all as more fully described in the Company’s final Prospectus,
dated May 24, 2007 (the “Prospectus”),
comprising part of the Company’s Registration Statement on Form S-1
(File No. 333-138565) under the Securities Act of 1933, as amended
(the “Registration Statement”),
declared effective on May 23, 2007 (the “Effective
Date”);


WHEREAS, the Initial
Stockholders have agreed as a condition of the Underwriters’ obligation to
purchase the Units pursuant to the Underwriting Agreement  to deposit those shares of Common Stock of
the Company (the “Escrow Shares”), Units (the “Escrow Units”) and Warrants,
including warrants comprising the Units and purchased by the Insiders in the
private placement immediately prior to the Effective Date (the “Escrow Warrants”)
owned by them which are set forth opposite their respective names in Exhibit
A attached hereto (the Escrow Shares, Escrow Units and Escrow Warrants
being collectively referred to herein as the “Escrow
Securities”), in escrow as hereinafter provided; and


WHEREAS, the Company and
the Initial Stockholders desire that the Escrow Agent accept the Escrow
Securities, in escrow, to be held and disbursed as hereinafter provided.


NOW, THEREFORE, in
consideration of the premises and the mutual covenants, representations and
warranties contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:


1.           
Appointment of Escrow Agent.  The Company and the Initial
Stockholders hereby appoint the Escrow Agent to act in accordance with and
subject to the terms of this Agreement, and the Escrow Agent hereby accepts
such appointment and agrees to act in accordance with and subject to such
terms.


2.           
Deposit of Escrow Securities.  On or before the Effective Date,
each of the Initial Stockholders shall deliver to the Escrow Agent certificates
representing his or her respective Escrow Securities, to be held and disbursed
subject to the terms and conditions of this Agreement.  Each Initial
Stockholder acknowledges that the certificates representing his or her Escrow
Securities are legended to reflect the deposit of such Escrow Securities under
this Agreement.













3.           
Disbursement of the Escrow Securities.  The Escrow Agent shall hold
the Escrow Securities until the date that is one year from the date of
consummation of a Business Combination (as such term is defined in the Amended
and Restated Certificate of Incorporation of the Company) by the Company (the “Escrow Period”), on which date it shall,
upon written instructions from each Initial Stockholder, disburse each of the
Initial Stockholder’s Escrow Securities to such Initial Stockholder; provided,
however, that if the Escrow Agent is notified by the Company pursuant to
Section 6.7 hereof that the Company is being liquidated at any time during
the Escrow Period, then the Escrow Agent shall promptly destroy the
certificates representing the Escrow Securities; provided further, that if,
after the Company consummates a Business Combination (as such term is defined
in the Amended and Restated Certificate of Incorporation of the Company), it
(or the surviving entity) subsequently consummates a liquidation, merger, stock
exchange or other similar transaction which results in all of its stockholders
of such entity having the right to exchange their shares of Common Stock for cash,
securities or other property, then the Escrow Agent will, upon receipt of a
certificate executed by the Chief Executive Officer or Chief Financial Officer
of the Company, in form reasonably acceptable to the Escrow Agent, certifying
that such transaction is being consummated, release the Escrow Shares to the
Initial Stockholders so that they can similarly participate. The Escrow Agent
shall have no further duties hereunder after the disbursement or destruction of
the Escrow Securities in accordance with this Section 3.


4.           
Rights of Initial Stockholders in Escrow Securities.


4.1           
Voting Rights as a Stockholder.  Subject to the terms of the
Insider Letter described in Section 4.4 hereof, and except as herein
provided, the Initial Stockholders shall retain all of their rights as
stockholders of the Company during the Escrow Period, including, without
limitation, the right to vote their Escrow Securities.


4.2           
Dividends and Other Distributions in Respect of the Escrow Securities. 
During the Escrow Period, all dividends payable in cash with respect to the
Escrow Securities shall be paid to the Initial Stockholders, but all dividends
payable in stock or other non-cash property (the “Non-Cash Dividends”) shall be delivered to the Escrow Agent to
hold in accordance with the terms hereof.  As used herein, the term “Escrow
Securities” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.


4.3           
Restrictions on Transfer.  During the Escrow Period, no sale,
transfer or other disposition may be made of any or all of the Escrow
Securities except, with respect to (a) an entity that is an Initial
Stockholder, to any entity controlling, controlled by, or under common control
with, such Initial Stockholder, and (b) with respect to an Initial Stockholder
who is an individual, (i) to a member of Initial Stockholder’s immediate family
or to a trust, the beneficiary of which is an Initial Stockholder or a person
related to an Initial Stockholder’s by blood, marriage or adoption, or (ii) by
virtue of the laws of descent and distribution upon death of any Initial
Stockholder; provided, however,
that such permissive transfers may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this
Agreement and of the Insider Letter signed by the Initial Stockholder
transferring the Escrow Securities.  During the Escrow Period, no Initial
Stockholder shall pledge or grant a security 



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interest in, or any option or other right to acquire,
his, her or its Escrow Securities or grant a security interest in his, her or
its rights under this Agreement.


4.4           
Insider Letters.  Each of the Initial Stockholders has executed a
letter agreement with Deutsche Bank and the Company, in connection with
securities as indicated on Exhibit A hereto, and which is filed as
an exhibit to the Registration Statement (“Insider Letter”), respecting the rights
and obligations of such Initial Stockholder in certain events, including, but
not limited to, the liquidation of the Company.


5.           
Concerning the Escrow Agent.


5.1           
Good Faith Reliance.  The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons. 
The Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties and,
if the duties or rights of the Escrow Agent are affected, unless it shall have
given its prior written consent thereto.


5.2           
Indemnification.  The Escrow Agent shall be indemnified and held
harmless by the Company from and against any expenses, including counsel fees
and disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding involving any claim which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other
than expenses or losses arising from the gross negligence or willful misconduct
of the Escrow Agent.  Promptly after the receipt by the Escrow Agent of
notice of any demand or claim or the commencement of any action, suit or
proceeding, the Escrow Agent shall notify the other parties hereto in
writing.  In the event of the receipt of such notice, the Escrow Agent, in
its sole discretion, may commence an action in the nature of interpleader in an
appropriate court to determine ownership or disposition of the Escrow
Securities or it may deposit the Escrow Securities with the clerk of any
appropriate court or it may retain the Escrow Securities pending receipt of a
final, non-appealable order of a court having jurisdiction over all of the
parties hereto directing to whom and under what circumstances the Escrow
Securities are to be disbursed and delivered.  The provisions of this
Section 5.2 shall survive in the event the Escrow Agent resigns or is
discharged pursuant to Sections 5.5 or 5.6 below.


5.3           
Compensation.  The Escrow Agent shall be entitled to reasonable
compensation from the Company for all services rendered by it hereunder. 
The Escrow Agent shall also be entitled to reimbursement from the Company for
all expenses paid or incurred by it in the administration of its duties
hereunder including, but not limited to, all legal counsel and agents’ fees and
disbursements and all taxes or other governmental charges.



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5.4           
Further Assurances.  From time to time, on and after the date
hereof, the Company and the Initial Stockholders shall deliver, or cause to be
delivered, to the Escrow Agent such further documents and instruments and shall
do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.


5.5           
Resignation.  The Escrow Agent may resign at any time and be
discharged from its duties as escrow agent hereunder by its giving the other
parties hereto written notice and such resignation shall become effective as
hereinafter provided.  Such resignation shall become effective at such
time that the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company and approved by Deutsche Bank, which approval will not
be unreasonably withheld, conditioned or delayed, the Escrow Securities held
hereunder.  If no new escrow agent is so appointed within the sixty (60)
day period following the giving of such notice of resignation, the Escrow Agent
may deposit the Escrow Securities with any court it reasonably deems
appropriate.


5.6           
Discharge of Escrow Agent.  The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the Company and a majority of the Initial Stockholders, jointly;
provided, however, that such resignation shall become effective only upon
acceptance of appointment by a successor escrow agent as provided in
Section 5.5.


5.7           
Liability.  Notwithstanding anything herein to the contrary, the
Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence or its own willful misconduct.


5.8           
Waiver.  The Escrow Agent hereby waives any and all right, title,
interest or claim of any kind (“Claim”) in or to any distribution of the Trust
Account (as defined in that certain Investment Management Trust Agreement,
dated as of the date hereof, by and between the Company and the Escrow Agent as
trustee thereunder), and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever.


6.            
Miscellaneous.


6.1           
Governing Law.  This Agreement shall for all purposes be deemed to
be made under and shall be construed in accordance with the laws of the State
of New York for contracts made and to be wholly performed within such state,
without giving effect to conflicts of law principles that would result in the
application of substantive laws of another jurisdiction.  Each of the parties hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to
this Agreement shall be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. Each of the parties hereby 



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waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient
forum.


6.2           
Third Party Beneficiaries.  Each of the Initial Stockholders hereby
acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the prior
written consent of Deutsche Bank.


6.3           
Entire Agreement.  This Agreement together with the Insider Letters
and Warrants as referenced herein contain the entire agreement of the parties
hereto with respect to the subject matter hereof and, except as expressly
provided herein, may not be changed or modified except by an instrument in
writing signed by the party to be charged and by Deutsche Bank.


6.4            
Headings.  The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation thereof.


6.5           
Binding Effect.  This Agreement shall be binding upon and inure to
the benefit of the respective parties hereto and their legal representatives,
successors and assigns.


6.6           
Notices.  Any notice or other communication required or which may
be given hereunder shall be in writing and either be delivered personally or be
mailed, certified or registered mail, or by private national courier service,
return receipt requested, postage prepaid, and shall be deemed given when so
delivered personally or, if mailed, two days after the date of mailing, as
follows:


If to
the Company, to:


Vantage Energy Services, Inc.


777 Post Oak Blvd., Suite 610


Houston, Texas 77056


Attn:  
Paul A. Bragg, Chief Executive Officer


If to
a Stockholder, to his or her address set forth in Exhibit A;


And if
to the Escrow Agent, to:


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn:  
Steven G. Nelson, Chairman


A copy of any notice sent hereunder shall be sent to:


Ellenoff Grossman & Schole LLP


370 Lexington Avenue, 19th Floor


New York, NY 10017


Attn: Douglas S.
Ellenoff, Esq.



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and:


Skadden, Arps, Slate, Meagher & Flom LLP


300 South Grand Avenue, Suite 3400


Los Angeles, California 90071


Attn:  Gregg A. Noel, Esq.


and:


Deutsche Bank Securities Inc.


60 Wall Street, 4th Floor


New York, New York 10005


Attention:
Syndicate Manager


The parties may change the persons and addresses to
which the notices or other communications are to be sent by giving written
notice to any such change in the manner provided herein for giving notice.


6.7           
Liquidation of Company. The Company shall give the Escrow Agent written
notification of the liquidation and dissolution of the Company in the event
that the Company fails to consummate a Business Combination within the time
period(s) specified in the Prospectus.


6.8           
Counterparts. This Agreement may be executed in several counterparts,
each one of which may be delivered by facsimile transmission and each of which
shall constitute an original, and together shall constitute but one instrument.


 



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IN WITNESS WHEREOF, the undersigned have executed this
Securities Escrow Agreement as of the date first written above.


	
  

  	
  VANTAGE ENERGY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Bragg

  
	
   

  	
   

  	
  Paul A. Bragg

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INITIAL STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Paul A. Bragg

  
	
   

  	
  Paul A. Bragg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Christopher G.
  DeClaire

  
	
   

  	
  Christopher G. DeClaire

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jorge E.
  Estrada M.

  
	
   

  	
  Jorge E. Estrada M.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Marcelo D.
  Guiscardo

  
	
   

  	
  Marcelo D. Guiscardo

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John C.G.
  O’Leary

  
	
   

  	
  John C.G. O’Leary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John Russell

  
	
   

  	
  John Russell

  



 


	
  CONTINENTAL STOCK TRANSFER & TRUST
  COMPANY 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John W. Comer

  	
   

  	
   

  	
   

  
	
   

  	
  Name: John W. Comer

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  	
   

  



 



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EXHIBIT A


ESCROW SECURITIES
DEPOSITED

BY EACH INSIDE STOCKHOLDER


	
  Name of Initial Stockholder

  	
   

  	
  Address

  	
   

  	
  Number of

  Shares

  	
   

  	
  Number of Units

  	
   

  	
  Number of

  Warrants

  
	
  Paul A. Bragg

  	
   

  	
  c/o Vantage Energy Services, Inc.

  777 Post Oak Blvd., Suite 610

  Houston, Texas 77056

  	
   

  	
  2,205,000

  	
   

  	
  105,000

  (consisting of 105,000 shares

  of common stock and

  105,000 warrants)

  	
   

  	
  945,000

  
	
  Christopher G. DeClaire

  	
   

  	
  c/o Vantage Energy Services, Inc.

  777 Post Oak Blvd., Suite 610

  Houston, Texas 77056

  	
   

  	
  1,134,000

  	
   

  	
  54,000

  (consisting of 54,000 shares

  of common stock and

  54,000 warrants)

  	
   

  	
  486,000

  
	
  Jorge E. Estrada M.

  	
   

  	
  c/o Vantage Energy Services, Inc.

  777 Post Oak Blvd., Suite 610

  Houston, Texas 77056

  	
   

  	
  1,134,000

  	
   

  	
  54,000

  (consisting of 54,000 shares

  of common stock and

  54,000 warrants)

  	
   

  	
  486,000

  
	
  Marcelo D. Guiscardo

  	
   

  	
  c/o Vantage Energy Services, Inc.

  777 Post Oak Blvd., Suite 610

  Houston, Texas 77056

  	
   

  	
  1,134,000

  	
   

  	
  54,000

  (consisting of 54,000 shares

  of common stock and

  54,000 warrants)

  	
   

  	
  486,000

  
	
  John C.G. O’Leary

  	
   

  	
  c/o Vantage Energy Services, Inc.

  777 Post Oak Blvd., Suite 610

  Houston, Texas 77056

  	
   

  	
  1,134,000

  	
   

  	
  54,000

  (consisting of 54,000 shares

  of common stock and

  54,000 warrants)

  	
   

  	
  486,000

  
	
  John Russell

  	
   

  	
  c/o Vantage Energy Services, Inc.

  777 Post Oak Blvd., Suite 610

  Houston, Texas 77056

  	
   

  	
  1,134,000

  	
   

  	
  54,000

  (consisting of 54,000 shares

  of common stock and

  54,000 warrants)

  	
   

  	
  486,000

  



 


 



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