THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, HYOTHECATED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. THIS WARRANT IS SUBJECT TO THE PROVISIONS OF THE SHARE PURCHASE AGREEMENT DATED OF EVEN DATE HEREWITH BY AND AMONG VANTAGE ENERGY SERVICES INC., OFFSHORE GROUP INVESTMENTS LIMITED, AND F3 FUND
VANTAGE ENERGY SERVICES,
FOR VALUE RECEIVED, Vantage Energy Services, Inc., a Delaware corporation (the “ Company ”), hereby certifies that or its assigns (the “ Holder ”) is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to fully-paid and non-assessable shares of common stock, par value $.001 per share, of the Company (the “ Common Stock ”), at an exercise price of $6.00 per share (the “ Exercise Price ”). This Warrant comprises a portion of a Unit sold by the Company pursuant to the Share Purchase Agreement dated August , 2007 by and among the Company, Offshore Group Investments Limited, and F3 Fund (the “ Purchase Agreement ”). Unless otherwise defined herein, terms defined in this Warrant shall have the meaning as set forth in the Purchase Agreement. This Warrant will be exercisable only if the Company provides for an effective registration statement covering the Warrant Shares (as defined below). This Warrant will become exercisable on the later of (i) the completion of a business combination by the Company, and (ii) May 24, 2008 and may be exercised through and including 5:00 P.M. Eastern Standard Time on May 24, 2011 (the “ Expiration Date ”) or earlier upon redemption.
The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held subject to, all of the conditions, limitations and provisions set forth herein.
1. Certain Definitions
As used in this Warrant, the following terms shall have the following meanings:
(a) “ Base Date ” shall mean the date first written above.
(b) “ Company ” shall mean and includes the corporation named above as well as: (i) any immediate or more remote successor corporation resulting from the merger or consolidation of such corporation (or any immediate or more remote successor corporation of such corporation) with
another corporation, or (ii) any corporation to which such corporation (or any immediate or more remote successor corporation of such corporation) has transferred its property or assets as an entirety or substantially as an entirety.
(c) “ Other Securities ” shall mean any other equity or debt securities that may be issued by the Company in addition thereto or in substitution for the Warrant Stock.
(d) “ Warrant Stock ” shall mean the fully paid and non-assessable shares of Common Stock deliverable upon full or partial exercise of this Warrant, and as adjusted from time to time pursuant to the terms hereof.
2. Exercise of Warrant .
This Warrant will be exercisable only if the Company provides for an effective registration statement covering the Warrant Shares. This Warrant will become exercisable on the later of (i) the completion of a business combination by the Company, and (ii) May 24, 2008 and may be exercised through and including the Expiration Date with respect to the Warrant Shares by presentation and surrender of this Warrant to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Warrant Exercise Form attached as Exhibit A hereto duly executed and accompanied by payment (either in cash or by certified or official bank check, payable to the order of the Company) of the Exercise Price for the number of shares specified in such form and instruments of transfer, if appropriate, duly executed by the Holder or his or her duly authorized attorney. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.
3. Redemption of Warrant .
The Company may redeem this Warrant:
· in whole and not in part,
· at a price of $0.01 per Warrant at any time after this Warrant become exercisable,
· upon a minimum of 30 days’ prior written notice of redemption, and
· if, and only if, the last sales price of the Company Common Stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption.
In addition, the Company may not redeem this Warrant unless this Warrant and the Warrant Shares are covered by an effective registration statement from the beginning of the measurement period through the date fixed for the redemption.
If the foregoing conditions are satisfied and the Company calls this Warrant for redemption, the Holder shall then be entitled to exercise this Warrant prior to the date scheduled for redemption.
4. Reservation of Shares; Fractional Shares . The Company will at all times reserve for issuance and delivery upon exercise of this Warrant all shares of Common Stock or other shares of capital stock of the Company (and Other Securities) from time to time receivable upon exercise of this Warrant. All such shares (and Other Securities) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, any such fractional share or scrip representing such fractional shares shall be rounded up to the next whole share.
5. Exchange, Transfer, Assignment or Loss of Warrant . This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the s