Exhibit 10.3
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
,
200
VANTAGE ENERGY SERVICES,
INC.
Incorporated under the laws of the State of Delaware
WARRANT
for the Purchase of Shares of Common Stock
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.
2
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
