Exhibit 10.4 FORM OF LETTER AGREEMENT ENERGY SERVICES ACQUISITION CORP./CHAPMAN PRINTING CO. Chapman Printing Co. 2450 First Avenue Huntington, West Virginia 25703 Gentlemen: This letter will confirm our agreement that, commencing on the effective...Letter Agreement • April 7th, 2006 • Energy Services Acquisition Corp.
This letter will confirm our agreement that, commencing on the effective date ("EFFECTIVE DATE") of the registration statement for the initial public offering ("IPO") of the securities of Energy Services Acquisition Corp. ("COMPANY") and continuing until the consummation by the Company of a "Business Combination" (as described in the Company's IPO prospectus), Chapman Printing Co. shall make available to the Company certain limited administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Huntington, West Virginia, as may be required by the Company from time to time, situated at 2450 First Avenue, Huntington, West Virginia 25703 (or any successor location). In exchange therefor, the Company shall reimburse monthly expenses up to the sum of $5,000 per month on the Effective Date and continuing monthly thereafter.
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _______________, 2006 by and between Energy Services Acquisition Corp. (the "COMPANY") and Continental Stock Transfer & Trust Company ("TRUSTEE"). WHEREAS, the Company's...Investment Management Trust Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • New York
WARRANTWarrant Agreement • April 7th, 2006 • Energy Services Acquisition Corp.
THIS CERTIFIES THAT, for value received, __________________ is the registered holder of a Warrant or Warrants expiring ___________________, 2011 (the "WARRANT") to purchase one fully paid and non-assessable share of Common Stock, par value $0.0001 per share ("SHARES"), of Energy Services Acquisition Corp., a Delaware corporation (the "COMPANY"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the completion by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination or (ii) __________________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the condition
Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ________________, 2006 ("AGREEMENT"), by and among ENERGY SERVICES ACQUISITION CORP., a Delaware corporation ("COMPANY"), _______________________ (collectively "INITIAL...Stock Escrow Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • New York
500,000 UNITS OFPurchase Option Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • Maryland
Exhibit 4.5 WARRANT AGREEMENT This Agreement made as of__________, 2006 between Energy Services Acquisition Corp., a Delaware corporation, with offices at 2450 First Avenue, Huntington, West Virginia 25703 ("COMPANY"), and Continental Stock Transfer &...Warrant Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • New York
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the __ day of __________, 2006, by and among Energy Services Acquisition Corp., a Delaware corporation (the "COMPANY"), the...Registration Rights Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • New York
Exhibit 10.7 WARRANT PLACEMENT AGREEMENT WARRANT PLACEMENT AGREEMENT (this "Agreement") made as of this 5th day of April 2006 among Energy Services Acquisition Corp., a Delaware corporation (the "Company") and the persons set forth at Schedule A (the...Warrant Placement Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • West Virginia
Exhibit 10.1 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...Letter Agreement • April 7th, 2006 • Energy Services Acquisition Corp.
