Exhibit
4.1


WARRANT
AGREEMENT


This Warrant Agreement
(the “Agreement”) made as of May 24, 2007,
between Vantage Energy Services, Inc., a Delaware corporation, with offices at
777 Post Oak Blvd., Suite 610, Houston, Texas 77056 (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation, with offices at 17 Battery Place,
New York, New York 10004 (the “Warrant Agent”).


WHEREAS, the Company is
engaged in a public offering (the “Public
Offering”) of units of the Company (the “Units”), each Unit consisting of one share of common stock,
par value $.001 per share, of the Company (the “Common Stock”)
and one warrant exercisable for one share of Common Stock, and in connection
therewith, has determined to issue and deliver (i) up to 34,500,000 Warrants
(the “Public Warrants”) to the
public investors and (ii) up to 1,250,000 Warrants to Deutsche Bank Securities
Inc. (“Deutsche Bank”) or its designees (the “Representative’s Warrants” and, together with the Public
Warrants and the Private Warrants (as defined below), the “Warrants”),
in each case subject to adjustments as described herein;


WHEREAS, the Company has
filed, with the Securities and Exchange Commission (the “Commission”),
a registration statement, No. 333-138565, on Form S-1 (the “Registration Statement”) for the
registration, under the Securities Act of 1933, as amended (the “Act”), of, among other securities, the
Public Warrants and the Representative’s Warrants and the Common Stock issuable
upon exercise of the Public Warrants and the Representative’s Warrants;


WHEREAS, the Company is
issuing (i) 375,000 Units, each such Unit consisting of one share of Common
Stock and one warrant exercisable for one share of Common Stock (all such
warrants collectively, the “Founder Unit Warrants”);
and (ii) 3,000,000 warrants exercisable for one share of Common Stock (all such
warrants collectively the “Founder Warrants”
and, together with the Founder Unit Warrants, the “Private
Warrants”) in a private placement immediately prior to the Public
Offering, which Private Warrants will
be identical to the Public Warrants, subject to certain exceptions, as set
forth in the Registration Statement;


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption, exercise and cancellation of the Warrants;


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon
which they shall be issued and exercised, and the respective rights, limitation
of rights and immunities of the Company, the Warrant Agent and the holders of
the Warrants; and


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants,
when executed on behalf of the Company and countersigned by or on behalf of the
Warrant Agent, as provided herein, the legally valid and binding obligations of
the Company, and to authorize the execution and delivery of this Agreement.


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













1.             Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the
same in accordance with the terms and conditions set forth in this Agreement.


2.             Warrants.


2.1           Form of Warrant. Each Warrant
shall be issued in registered form only, shall be in substantially the form of
Warrant attached hereto as Exhibit A, the provisions of which are
incorporated herein, and shall be signed by, or bear the facsimile signature
of, (i) the Chairman of the Board, the Chief Executive Officer or the
President, and (ii) the Treasurer, Secretary or Assistant Secretary of the
Company, and shall bear a facsimile of the Company’s seal. In the event the
person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before
such Warrant is issued, it may be issued with the same effect as if he or she
had not ceased to be such at the date of issuance.


2.2           Effect of Countersignature.
Unless and until countersigned by the Warrant Agent pursuant to this Warrant
Agreement, a Warrant shall be invalid and of no effect and may not be exercised
by the holder thereof.


2.3           Registration.


2.3.1        Warrant Register. The Warrant
Agent shall maintain books (“Warrant Register”), for the registration
of the original issuance and registration of transfers of the Warrants. Upon
the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the
Warrant Agent by the Company.


2.3.2        Registered Holder. Prior to due
presentment for registration of transfer of any Warrant, the Company and the
Warrant Agent may deem and treat the person in whose name such Warrant shall be
registered upon the Warrant Register (“registered
holder”), as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing
on the warrant certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


2.4           Detachability of Warrants. The
securities comprising the Units will not be separately transferable until five
business days following the earlier to occur of (i) the expiration or
termination of the underwriters’ over-allotment option or (ii) its exercise in
full (the “Detachment Date”),  but in no event will separate trading of the
securities comprising the Units be allowed until the Company (i) files a
Current Report on Form 8-K with the Commission which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of
the Public Offering, including the proceeds received by the Company from the 



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exercise of the underwriters’ over-allotment option,
if the over-allotment option is exercised prior to the filing of the Form 8-K,
and (ii) issues a press release announcing when such separate trading will
begin.


2.5           The Private Warrants and
Representative’s Warrants.  The
Representative’s Warrants shall have the same terms and be in the same form as
the Public Warrants except (i) with respect to the Warrant Price as set forth
below in Section 3.1 hereof and (ii) the Representative’s Warrants may be
exercised on cashless basis.  The Private
Warrants shall have the same terms and be in the same form as the Public
Warrants except (i) with respect to the restrictions on transferability
pursuant to Section 5.6 of that certain securities escrow agreement (the “Escrow Agreement”) of even date herewith and (ii) the
Private Warrants are not subject to redemption as set forth in Section 6.5
hereof.


3.             Terms and Exercise of Warrants.


3.1           Warrant Price. Each Public
Warrant and each Private Warrant shall, when countersigned by the Warrant
Agent, entitle the registered holder thereof, subject to the provisions of such
Public Warrant or Private Warrant and of this Agreement, to purchase from the
Company the number of shares of Common Stock stated therein, at the price of
$6.00 per whole share, subject to the adjustments provided in Section 4 hereof
and in the last sentence of this Section 3.1. Each Representative’s
Warrant shall, when countersigned by the Warrant Agent, entitle the registered
holder thereof, subject to the provisions of such Representative’s Warrant and
of this Agreement, to purchase from the Company the number of shares of Common
Stock stated therein, at the price of $7.20 per whole share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1.  The term “Warrant Price”
as used in this Agreement refers to the price per share at which Common Stock
may be purchased at the time a Warrant is exercised. The Company, in its sole discretion,
may lower the Warrant Price at any time prior to the Expiration Date (as
defined below); provided, however, that any change in the Warrant Price must
apply equally to all of the Warrants, except that any amendment to the term of
the Representative’s Warrants shall be subject to any limitations and
conditions that may be imposed by NASD Corporate Finance Rule 2710, and
provided further that any reduction in Warrant Price shall remain in effect for
at least twenty (20) business days.


3.2           Duration of
Warrants. Except as set forth in this Section 3.2, a Warrant may be
exercised only during the period (“Exercise
Period”) commencing on the later of (i) the completion of the
initial acquisition by the Company 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 Combination”), as
described more fully in the Company’s Registration Statement  and (ii) May 24 2008, and terminating at 5:00
p.m., New York City time, on the earlier to occur of (i) May 24 2011 and (ii)
the date fixed for redemption of the Warrants as provided in Section 6 of this
Agreement (“Expiration Date”). Notwithstanding
the foregoing, the Private Warrants (i) may not be sold or otherwise
transferred until that date which is one year following the date upon which the
Company consummates an initial Business Combination and (ii) will not be
subject to redemption so long as they are held by the founders.  Except with respect to the right to receive
the Redemption Price (as set forth in Section 6 hereunder), each Warrant
not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect 



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thereof under
this Agreement shall cease at the close of business on the Expiration Date. The
Company, in its sole discretion, may extend the duration of the Warrants by
delaying the Expiration Date; provided, however, that any such extension of the
duration of the Warrants shall apply equally to all of the Warrants, except
that any amendment to the terms of the Representative’s Warrants shall be
subject to any limitations and conditions that may be imposed by NASD Corporate
Finance Rule 2710. Should the Company wish to extend the Expiration Date of the
Warrants, the Company shall provide at least twenty (20) days advance notice to
the American Stock Exchange of such extension.


 Notwithstanding the foregoing, a
Warrant can expire unexercised regardless of whether a registration statement
is current under the Act with respect to the Common Stock issuable upon
exercise of the Warrants.


3.3           Exercise of Warrants.


3.3.1        Payment. Subject to the
provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned
by the Warrant Agent, may be exercised by the registered holder thereof by
surrendering it, at the office of the Warrant Agent, or at the office of its
successor as Warrant Agent, in the Borough of Manhattan, City and State of New
York, with the subscription form, as set forth in the Warrant, duly executed,
and by paying in full, in lawful money of the United States, in cash, good
certified check or good bank draft payable to the order of the Company (or as
otherwise agreed to by the Company), the Warrant Price for each whole share of
Common Stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the Common Stock, and the issuance of the Common Stock.


3.3.2        Issuance of Certificates. As soon
as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price, the Company shall issue to the registered
holder of such Warrant a certificate or certificates representing the number of
full shares of Common Stock to which he, she or it is entitled, registered in
such name or names as may be directed by him, her or it, and, if such Warrant
shall not have been exercised in full, a new countersigned Warrant for the number
of shares as to which such Warrant shall not have been exercised.


3.3.3        Limitations.  Notwithstanding the foregoing, and except
with respect to the Private Warrants, the Company shall not be obligated to
deliver any shares of Common Stock pursuant to the exercise of a Warrant and
shall have no obligation to settle the Warrant exercise unless a registration
statement under the Act with respect to the shares of Common Stock underlying a
Warrant is effective and a current Prospectus is on file with the Commission.  Except with respect to the Private Warrants,
in the event that a registration statement with respect to the shares of Common
Stock underlying a Warrant is not effective under the Act or a current Prospectus
in not on file with the Commission, the holder of such Warrant shall not be
entitled to exercise such Warrant. 
Notwithstanding anything to the contrary in this Agreement, under no
circumstances will the Company be required to net cash settle the exercise of
the Warrants.  Warrants may not be
exercised by, or shares of Common Stock underlying the Warrants issued to, any
registered holder in any jurisdictions in which such exercise or issuance would
be unlawful. For the avoidance of doubt, as a result of this Section 



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3.3.3, any or all of the Warrants may expire
unexercised.  In no event shall the
registered holder of a Warrant be entitled to receive any monetary damages if
the shares of Common Stock underlying the Warrants have not been registered by
the Company pursuant to an effective registration statement or if a current
prospectus is not on file with the Commission, provided the Company has
fulfilled its obligation to use its best efforts to effect such registration
and ensure a current prospectus is on file with the Commission. .


3.3.4        Valid Issuance. All shares of
Common Stock issued upon the proper exercise of a Warrant in conformity with
this Agreement shall be validly issued, fully paid and nonassessable.


3.3.5        Date of Issuance. Each person or
entity in whose name any such certificate for shares of Common Stock is issued
shall, for all purposes, be deemed to have become the holder of record of such
shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.


4.             Adjustments.


4.1           Stock Dividends - Split-Ups.
If, after the date hereof, and subject to the provisions of Section 4.6
below, the number of outstanding shares of Common Stock is increased by a stock
dividend payable in shares of Common Stock, or by a split-up of shares of
Common Stock, or other similar event, then, on the effective date of such stock
dividend, split-up or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be increased in proportion to such
increase in outstanding shares of Common Stock.


4.2           Extraordinary Dividends.  If the Company, at any time during the
Exercise Period, shall pay a dividend or make a distribution in cash,
securities or other assets to the holders of Common Stock (or other shares of
the Company’s capital stock into which the Warrants are convertible), other
than (i) as described in Sections 4.1, 4.3 or 4.5, (ii) regular quarterly or
other periodic dividends, (iii) in connection with the conversion rights of the
holders of Common Stock upon consummation of the Company’s initial Business
Combination or (iv) in connection with the Company’s liquidation and the
distribution of its assets upon its failure to consummate a Business Combination
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be
decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by
the Company’s Board of Directors, in good faith) of any securities or other
assets paid on each share of Common Stock in respect of such Extraordinary
Dividend.


4.3           Aggregation of Shares. If
after the date hereof, and subject to the provisions of Section 4.6, the
number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock
or 



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other similar event, then, on the effective date of
such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be decreased in proportion to such decrease in outstanding
shares of Common Stock.


4.4           Adjustments in Exercise Price.
Whenever the number of shares of Common Stock purchasable upon the exercise of
the Warrants is adjusted, as provided in Sections 4.1, 4.2 and 4.3 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price, immediately prior to such adjustment, by a fraction, (i) the numerator
of which shall be the number of shares of Common Stock purchasable upon the
exercise of the Warrants immediately prior to such adjustment, and (ii) the
denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.


4.5           Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of
the outstanding shares of Common Stock (other than a change covered by
Sections 4.1, 4.2 or 4.3 hereof or one that solely affects the par value
of such shares of Common Stock), or, in the case of any merger or consolidation
of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of
Common Stock), or, in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or
substantially as an entirety, in connection with which the Company is
dissolved, the Warrant holders shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in shares of
Common Stock covered by Sections 4.1, 4.2 or 4.3, then such adjustment
shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5.
The provisions of this Section 4.5 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.


4.6           Notices of Changes in Warrant.
Upon every adjustment of the Warrant Price or the number of shares issuable
upon exercise of a Warrant, the Company shall give written notice thereof to
the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3, 4.4 or 4.5 the Company shall give written notice to each Warrant
holder, at the last address set forth for such holder in the Warrant Register,
of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of
such event.



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4.7           No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the
Company shall not issue fractional shares upon exercise of Warrants. If, by
reason of any adjustment made pursuant to this Section 4, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a
fractional interest in a share, the Company shall, upon such exercise, round up
to the nearest whole number the number of the shares of Common Stock to be issued
to the Warrant holder.


4.8           Form of Warrant. The form of
Warrant need not be changed because of any adjustment pursuant to this
Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement. However, the Company may, at any
time, in its sole discretion, make any change in the form of Warrant that the
Company may deem appropriate and that does not affect the substance thereof,
and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


5.             Transfer and Exchange of Warrants.


5.1           Transfer of Warrants.  Prior to the Detachment Date, the Public
Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in
conjunction with, a transfer or exchange of such Unit. Furthermore, each
transfer of a Public Unit on the register relating to such Units shall operate
also to transfer the Warrants included in such Unit. From and after the
Detachment Date this Section 5.1 will have no further force and effect.


5.2           Registration of Transfer. The
Warrant Agent shall register the transfer, from time to time, of any
outstanding Warrant into the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and
accompanied by appropriate instructions for transfer. Upon any such transfer, a
new Warrant representing an equal aggregate number of Warrants shall be issued
and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so
cancelled shall be delivered by the Warrant Agent to the Company from time to
time upon the Company’s request.


5.3           Procedure for Surrender of
Warrants. Warrants may be surrendered to the Warrant Agent, together with a
written request for exchange or transfer, and, thereupon, the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the
registered holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that in the event a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall
not cancel such Warrant and shall issue new Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must
also bear a restrictive legend.


5.3           Fractional Warrants. The
Warrant Agent shall not be required to effect any registration of transfer or
exchange which will result in the issuance of a warrant certificate for a
fraction of a warrant.



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5.4           Service Charges. No service
charge shall be made for any exchange or registration of transfer of Warrants.


5.5           Warrant Execution and
Countersignature. The Warrant Agent is hereby authorized to countersign and
to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, will supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such purpose.


5.6           Private Warrants.  The Private Warrants may not be sold,
transferred, pledged, hypothecated or assigned until the date which is one (1)
year following the consummation of a Business Combination and are subject to
the terms and conditions of the Escrow Agreement.


6.             Redemption.


6.1           Redemption. Subject to
Sections 6.4 and 6.5 hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time after they become
exercisable and prior to their expiration, at the office of the Warrant Agent,
upon the notice referred to in Section 6.2 hereof, at a redemption price
of $.01 per Warrant (the “Redemption Price”),
provided that (i) the last sales price of the Common Stock has been equal to or
greater than $11.50 per share (the “Trigger Price”)
on any of the twenty (20) trading days within any thirty (30) trading day
period ending on the third business day prior to the date on which notice of
redemption is given and (ii) the Public Warrants and the Representative’s
Warrants and the shares of Common Stock underlying such Warrants are covered by
an effective registration statement and a current prospectus from the beginning
of the measurement period through the date fixed for redemption.  The provisions of this Section 6.1 may
not be modified, amended or deleted without the prior written consent of the
Representative.


6.2           Date Fixed for, and Notice of,
Redemption. In the event the Company shall elect to redeem all of the
Warrants, the Company shall fix a date for the redemption (the “Redemption Date”), which shall be prior to the expiration of
the Warrants. Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than thirty (30) days prior to the date fixed
for redemption to the registered holders of the Warrants to be redeemed at
their last addresses as they shall appear on the Warrant Register. Any notice
mailed in the manner herein provided shall be conclusively presumed to have
been duly given on the date sent, whether or not the registered holder received
such notice.  In the event of any
adjustment to the Warrant Price or the number of shares of Common Stock
issuable on exercise of each Warrant as provided in Section 4, a proportional
adjustment shall be made to the Trigger Price.


6.3           Exercise After Notice of
Redemption. The Warrants may be exercised in accordance with Section 3
of this Warrant Agreement at any time after notice of redemption shall have
been given by the Company pursuant to Section 6.2 hereof and prior to the
time and date fixed for redemption. On and after the redemption date, the
record holder of the Warrants 



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shall have no further rights except to receive, upon
surrender of the Warrants, the Redemption Price.


6.4           Outstanding Warrants Only. The
Company understands that the redemption rights provided for by this
Section 6 apply only to outstanding Warrants. To the extent a person holds
rights to purchase Warrants, such purchase rights shall not be extinguished by
redemption. However, once such purchase rights are exercised, the Company may
redeem the Warrants issued upon such exercise, provided that the criteria for
redemption are met. The provisions of this Section 6.4 may not be
modified, amended or deleted without the prior written consent of the
Representative.


6.5           Exclusion of Private Warrants.  Notwithstanding anything to the contrary in
this Warrant Agreement, the Private Warrants shall not be subject to
redemption.


6.6           No Other Rights to Cash Payment.
Except for a redemption in accordance with this Section 6, no holder of any
Warrant shall be entitled to any cash payment whatsoever from the Company in
connection with the ownership, exercise or surrender of any Warrant under this
Agreement, regardless of whether a registration statement is current under the
Act with respect to the Common Stock issuable upon exercise of the Warrants.


7.             Other Provisions Relating to Rights of Holders of
Warrants.


7.1           No Rights as Stockholder. A
Warrant does not entitle the registered holder thereof to any of the rights of
a stockholder of the Company, including, without limitation, the right to
receive dividends, or other distributions, exercise any preemptive rights to
vote or to consent or to receive notice as stockholders in respect of the
meetings of stockholders or the election of directors of the Company or any other
matter.


7.2           Lost, Stolen, Mutilated, or
Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed,
the Company and the Warrant Agent may, on such terms as to indemnity or
otherwise as they may in their discretion impose (which terms shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor and date as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute a substitute
contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.


7.3           Reservation of Common Stock.
The Company shall at all times reserve and keep available a number of its
authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


7.4           Registration of Common Stock.
The Company agrees that, prior to the commencement of the Exercise Period, it
shall file with the Commission a post-effective amendment to the Registration
Statement, or a new registration statement, for the registration under the Act
of, and it shall take such action as is necessary to qualify for sale in those
states in which the Public Warrants and the Representative’s Warrants were
initially offered by the



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Company, the Common Stock issuable upon exercise of
the Public Warrants and the Representative’s Warrants. In either case, the
Company will use its best efforts to cause the same to become effective on or
prior to the commencement of the Exercise Period, to maintain the effectiveness
of such registration statement and to ensure that a current prospectus is on
file with the Commission until the expiration or redemption of the Warrants in
accordance with the provisions of this Agreement; provided, however, that the
Company shall not be obligated to deliver shares of Common Stock issuable upon
exercise of the Warrants, and shall not have penalties nor be liable to the Warrant
holder for failure to deliver shares, if a registration statement is not
effective or a current prospectus is not on file with the Commission at the
time of exercise of the Warrant by a holder. In addition, the Company agrees to
use its reasonable efforts to register such securities under the blue sky laws
of the states of residence of the exercising warrant holders to the extent an
exemption is not available.  The
provisions of this Section 7.4 may not be modified, amended or deleted
without the prior written consent of the Representative.


7.5           Delivery of Prospectus or Notice.  Upon the exercise of any Warrant, if the
Company requests, the Warrant Agent shall deliver to the holder of such
Warrant, prior to or concurrently with the delivery of the shares of Common
Stock issuable upon such exercise, in accordance with the Company’s request,
either (i) a prospectus relating to the shares of Common Stock deliverable upon
exercise of the Warrants and complying in all material respects with the Act or
(ii) the notice referred to in Rule 173 under the Act.


8.             Concerning the Warrant Agent and Other Matters.


8.1           Payment of Taxes. The Company
will, from time to time, promptly pay all taxes and charges that may be imposed
upon the Company or the Warrant Agent in respect of the issuance or delivery of
shares of Common Stock upon the exercise of Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Warrants or such
shares.


8.2           Resignation, Consolidation, or
Merger of Warrant Agent.


8.2.1        Appointment of Successor Warrant
Agent. The Warrant Agent, or any successor to it hereafter appointed, may
resign its duties and be discharged from all further duties and liabilities
hereunder after giving sixty (60) days’ notice in writing to the Company. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to
act or otherwise, the Company shall appoint, in writing, a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his, her or its Warrant for
inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and
existing under the laws of the State of New York, in good standing and have its
principal office in the Borough of Manhattan, City and State of New York, and
be authorized under such laws to exercise corporate trust powers and subject to
supervision or 



 10
 









examination by federal or state authorities. After
appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights, immunities, duties and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but, if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and, upon request of any successor Warrant
Agent, the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties and obligations.


8.2.2        Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall
give notice thereof to the predecessor Warrant Agent and the transfer agent for
the Common Stock not later than the effective date of any such appointment.


8.2.3        Merger or Consolidation of Warrant
Agent. Any corporation into which the Warrant Agent may be merged or with
which it may be consolidated or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act on the
part of the Company or the Warrant Agent.


8.3           Fees and Expenses of Warrant Agent.


8.3.1        Remuneration. The Company agrees
to pay the Warrant Agent reasonable remuneration for its services as Warrant
Agent hereunder as set forth on Exhibit B hereto and will reimburse the
Warrant Agent upon demand for all expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder.


8.3.2        Further Assurances. The Company
agrees to perform, execute, acknowledge and deliver, or cause to be performed,
executed, acknowledged and delivered, all such further and other acts,
instruments and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


8.4           Liability of Warrant Agent.


8.4.1        Reliance on Company Statement.
Whenever, in the performance of its duties under this Warrant Agreement, the
Warrant Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chief Executive Officer, Chairman of
the Board of Directors or President of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.


 



 11















8.4.2        Indemnity. The Warrant Agent shall
be liable hereunder only for its own negligence, willful misconduct or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the
execution of this Warrant Agreement, except as a result of the Warrant Agent’s
negligence, willful misconduct or bad faith.


8.4.3        Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity of this Warrant Agreement
or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method or
amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it, by any act hereunder, be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.


8.5           Acceptance of Agency. The
Warrant Agent hereby accepts the agency established by this Warrant Agreement
and agrees to perform the same upon the terms and conditions herein set forth
and, among other things, shall account promptly to the Company with respect to
Warrants exercised and concurrently account for, and pay to the Company, all
moneys received by the Warrant Agent for the purchase of shares of the Company’s
Common Stock through the exercise of Warrants.


8.6           Waiver. The Warrant 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 Warrant 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.


9.             Miscellaneous Provisions.


9.1           Successors. All the covenants
and provisions of this Warrant Agreement by or for the benefit of the Company
or the Warrant Agent shall bind and inure to the benefit of their respective successors
and assigns.


9.2           Notices. Any notice, consent or
request to be given in connection with any of the terms or provisions of this
Agreement shall be in writing and shall be sent express mail or similar
overnight courier service, by certified mail (return receipt requested), by
hand delivery or by facsimile transmission:



 12
 









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 the Warrant Agent, to:


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Compliance
Department


with a copy in
each case to:


Ellenoff Grossman & Schole LLP


370 Lexington Avenue, 19th Floor


New York, New York 10017


Attn: Douglas S.
Ellenoff, Esq.


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


Any notice, sent pursuant to this Agreement shall be
effective, if delivered by hand, upon receipt thereof by the party to whom it
is addressed, if sent by overnight courier, on the next business day of the
delivery to the courier, and if sent by registered or certified mail on the
third day after registration or certification thereof.


9.3           Applicable Law. The validity,
interpretation, and performance of this 
Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to the conflict of laws
principles thereof. The Company and the Warrant Agent each 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. The Company and the Warrant Agent each hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any such process or summons to be served upon the Company
or the Warrant Agent may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it
at the address set forth in 



 13
 









Section 9.2 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company or the Warrant
Agent in any action, proceeding or claim.


9.4           Persons Having Rights under this
Warrant Agreement. Nothing in this Agreement expressed and nothing that may
be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation, other than
the parties hereto and the registered holders of the Warrants and, for the
purposes of Sections  6.1, 6.4, 7.4, 9.2 and 9.8 hereof, the
Representative, any right, remedy or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise or agreement hereof. the
Representative shall be deemed to be a third-party beneficiary of this
Agreement with respect to Sections 6.1, 6.4, 7.4, 9.2 and 9.8 hereof. All
covenants, conditions, stipulations, promises and agreements contained in this
Warrant Agreement shall be for the sole and exclusive benefit of the parties
hereto (and the Representative, with respect to the Sections 6.1, 6.4, 7.4, 9.2
and 9.8 hereof) and their successors and assigns and of the registered holders
of the Warrants.


9.5           Examination of the Agreement. A
copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York,
for inspection by the registered holder of any Warrant. The Warrant Agent may
require any such holder to submit his, her or its Warrant for inspection.


9.6           Counterparts; Facsimile Signatures.
This Agreement may be executed in any number of counterparts, and each of such
counterparts shall, for all purposes, be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument. Facsimile
signatures shall constitute original signatures for all purposes of this
Warrant Agreement.  Facsimile signatures
shall constitute original signatures for all purposes of this Agreement.


9.7           Effect of Headings. The
section headings herein are for convenience only and are not part of this
Warrant Agreement and shall not affect the interpretation thereof.


9.8           Amendments. This Agreement may
be amended by the parties hereto without the consent of any registered holder
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this
Warrant Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the registered holders.
All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent
of each of the Representative and the registered holders of a majority of the
then outstanding Warrants. Notwithstanding the foregoing, the Company may lower
the Warrant Price or extend the duration of the Exercise Period in accordance
with Sections 3.1 and 3.2, respectively, without such consent.


9.9           Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this
Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that
there shall be added as a part of this Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.



 14
 









IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year
first above written.


	
  Attest

  	
   

  	
  VANTAGE ENERGY SERVICES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Paul A. Bragg

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Paul A. Bragg

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest

  	
   

  	
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John W. Comer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John W. Comer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 15
 









EXHIBIT
A


Form of
Public Warrant


 



 16
 









EXHIBIT
B


Warrant
Agent Fees


 



 17