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FORM OF LETTER AGREEMENT
April [__], 2006
Energy Services Acquisition Corp.
2450 First Avenue
Huntington, West Virginia 25703
Ferris, Baker Watts, Incorporated
120 Light Street, 8th Floor
Baltimore, Maryland 21202
Re: Initial Public Offering
Gentlemen:
The
undersigned officer and director and stockholder of Energy
Services
Acquisition Corp. ("COMPANY"), in consideration of Ferris, Baker
Watts,
Incorporated ("FBW") entering into a letter of intent ("LETTER OF
Intent") to
underwrite an initial public offering of the securities of the
Company ("IPO")
and embarking on the IPO process, hereby agrees as follows (certain
capitalized
terms used herein are defined in paragraph 11 hereof):
1. If the
Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all shares of Common Stock
of the
Company, including the Insider Shares and IPO Shares, owned by him
in accordance
with the majority of the votes cast by the holders of the IPO
Shares.
2. The
undersigned will escrow his Insider Shares until six months
after
the consummation of a Business Combination subject to the terms of
a Stock
Escrow Agreement which the Company will enter into with the
undersigned and an
escrow agent acceptable to the Company.
3. In the
event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("EFFECTIVE
DATE") of the
registration statement relating to the IPO (or 24 months under the
circumstances
described in the prospectus relating to the IPO), the undersigned
will take all
reasonable actions within his power to cause the Company to
liquidate as soon as
reasonably practicable. The undersigned hereby waives any and all
right, title,
interest or claim of any kind ("CLAIM") in or to any distribution
of the Trust
Fund (as defined in the Letter of Intent) with respect to his
Insider Shares and
waives any 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. 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 any vendor, prospective target business or other entities
that is owed
money by the Company for services rendered or products sold but
only to the
extent necessary to ensure that such loss, liability, claim, damage
or expenses
does not reduce the amount in the Trust Fund.
4. In
order to minimize potential conflicts of interest which may
arise
from multiple affiliations, the undersigned agrees to present to
the Company for
its consideration, prior to presentation to any other person or
entity, any
suitable opportunity to acquire an operating business, until the
earlier of the
consummation by the Company of a Business Combination, the
liquidation of the
Company or until such time as the undersigned ceases to be an
officer or
dire
