REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 24th day of May 2007, by and among Vantage Energy Services, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • June 4th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN VANTAGE INTERNATIONAL PAYROLL CO. AND DOUGLAS HALKETT DATED JANUARY 15, 2008Employment Agreement • May 14th, 2008 • Vantage Energy Services, Inc. • Oil & gas field services, nec • Texas
This Employment and Non-Competition Agreement (“Agreement”) is entered into as of the 15th day of January, 2008 (the “Effective Date”), between Vantage International Payroll Co., a Cayman Island Company (“Company”), and Douglas Halkett (“Employee” or “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 200 , by and among Vantage Energy Services, Inc., a Delaware corporation (the “Company”) and F3 Fund (“F3 Fund”).
LEASELease • May 7th, 2007 • Vantage Energy Services, Inc. • Blank checks
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
This Agreement is made as of [ ], 2007, by and between Vantage Energy Services, Inc. (the "Company") and Continental Stock Transfer & Trust Company (the "Trustee").
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 4th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
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”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 7th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of , 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").
ContractWarrant Agreement • September 5th, 2007 • Vantage Energy Services, Inc. • Blank checks
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
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • March 23rd, 2007 • Vantage Energy Services, Inc. • Blank checks • Delaware
WHEREAS the Company and the Subscriber entered into a Subscription Agreement dated as of November 6, 2006 (the "Original Agreement"), and wish to amend and restate the Original Agreement as set forth herein;
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 4th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
This Agreement is made as of May 24, 2007, by and between Vantage Energy Services, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
PRIDE INTERNATIONAL, INC. EMPLOYMENT/NON-COMPETITION/ CONFIDENTIALITY AGREEMENT PAUL A. BRAGG EFFECTIVE FEBRUARY 5, 1999Employment & Human Resources • May 7th, 2007 • Vantage Energy Services, Inc. • Blank checks • Texas
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 8th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of , 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").
SHARE PURCHASE AGREEMENT By and among Vantage Energy Services, Inc. and F3 Fund and Offshore Group Investments Limited Dated: August 30, 2007Share Purchase Agreement • September 5th, 2007 • Vantage Energy Services, Inc. • Blank checks • New York
NOW THEREFORE, in consideration of the premises and the mutual promises herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Buyer, Seller and Company agree as follows:
