STOCK PURCHASE
AGREEMENT (this “ Agreement ”) made as of
this 22nd day of September, 2009 between Hicks Acquisition Company
I, Inc., a Delaware corporation (“ Buyer
” or “ HACI ”) and the signatory on
the execution page hereof (“ Seller
”).
WHEREAS, Buyer was
organized for the purpose of acquiring, through a merger, capital
stock exchange, asset acquisition or other similar business
combination, an operating business (“ Business
Combination ”); and
WHEREAS, Buyer
consummated an initial public offering in October, 2007 (“
IPO ”) in connection with which it raised net
proceeds of approximately $529.1 million, a significant
portion of which was placed in a trust account pending the
consummation of a Business Combination, or the dissolution and
liquidation of Buyer in the event it is unable to consummate a
Business Combination on or prior to September 28, 2009;
and
WHEREAS, Buyer has
entered into that certain Purchase and IPO Reorganization Agreement
dated as of August 2, 2009, by and among HACI, Resolute Energy
Corporation, a Delaware corporation (the “ REC
”), Resolute Subsidiary Corporation, a Delaware corporation,
Resolute Aneth, LLC, a Delaware limited liability company, Resolute
Holdings, LLC, a Delaware limited liability company, Resolute
Holdings Sub, LLC, a Delaware limited liability company (“
Holdings Sub ”), and HH-HACI, L.P., a Delaware
limited partnership (collectively, the “
Acquisition ”), pursuant to which, through a
series of transactions, HACI stockholders will acquire a majority
of the outstanding common stock of the Company, par value $0.0001
per share (the “ REC Common Stock ”), and
the Company will acquire HACI and the business and operations of
Holdings Sub; and
WHEREAS, the
approval of the Acquisition is contingent upon, among other things,
the affirmative vote of holders of a majority of the outstanding
common shares of HACI at the special meeting called to approve the
Acquisition; and
WHEREAS, pursuant
to certain provisions in Buyer’s certificate of
incorporation, a holder of shares of Buyer’s common stock
issued in the IPO may, if it votes against the Acquisition, demand
that Buyer convert such common shares into cash (“
Conversion Rights ”); and
WHEREAS the
Acquisition cannot be consummated if holders of 30% or more of HACI
common stock issued in the IPO exercise their Conversion Rights;
and
WHEREAS, Seller
has agreed to sell to Buyer and Buyer has agreed to purchase from
Seller the common shares set forth on the execution page of this
Agreement (“ Shares ”) for the purchase
price per share set forth therein (“ Purchase Price Per
Share ”) and for the aggregate purchase price set
forth therein (“ Aggregate Purchase Price
”).
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and
other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereby agree as
follows:
1.
Purchase . Subject to Section 7 , Seller hereby
sells to Buyer and Buyer hereby purchases from Seller at the
Closing (as defined in Section 4(c) ) the Shares at the
Purchase Price Per Share, for the Aggregate Purchase
Price.
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2.
Agreement not to Convert; Appointment of Proxy and
Attorney-in-Fact . In further consideration of the Aggregate
Purchase Price, Seller hereby agrees it has not and will not
exercise its Conversion Rights or, if it has already exercised its
Conversion Rights, it hereby withdraws and revokes such exercise
and will execute all necessary documents and take all actions
required in furtherance of such revocation. Seller acknowledges
that the record date to vote on the proposals set forth in the
proxy statement/prospectus (the “ Proxy
Statement ”) filed by Buyer with the U.S. Securities
Exchange Commission (the “ SEC ”) has
passed. Accordingly, solely with respect to the vote for the
Acquisition and the other proposals set forth in the Proxy
Statement, Seller hereby irrevocably appoints Joseph B. Armes and
Robert M. Swartz and each of them each with full power of
substitution, as his proxy and attorney-in-fact, to the full extent
of Seller’s rights with respect to the Shares (and any and
all other shares or securities or rights issued or issuable in
respect thereof) to vote in such manner as each such person or his
substitute shall in his sole discretion deem proper, and to
otherwise act (including without limitation acting by written
consent) with respect to all the Shares at any meeting of
stockholders (whether annual or special and whether or not an
adjourned meeting) of Buyer held on or prior to September 22,
2009. This proxy is coupled with an interest and is irrevocable.
Execution by Seller of this Agreement shall revoke, without further
action, all prior proxies granted by Seller at any time with
respect to the Shares (and such other shares or other securities)
and no subsequent proxies will be given by Seller (and if given
will be deemed not to be effective).
3. No
Right to Additional Shares . HACI’s stockholders of
record are entitled to receive one share of REC Common Stock for
each share of HACI common stock owned immediately prior to the
consummation of the Acquisition (the “ Exchange
”). Although Seller will be a stockholder of record
immediately prior to the Acquisition, Seller hereby acknowledges
that Seller irrevocably waives any right, title or interest it may
have in receiving any such REC Common Stock distributed pursuant to
the Exchange. Seller hereby acknowledges that by virtue of the sale
hereunder, Seller will not become a stockholder of REC, and the
Shares shall automatically be cancelled and shall cease to exist
and shall represent only the right to receive the Aggregate
Purchase Price there for in accordance with the terms of the
Agreement. Additionally, each of Buyer and Seller hereby agree and
acknowledge that this provision is material to this Agreement and a
significant consideration in Buyer’s willingness to enter
into this Agreement.
(a) Within
one business day of the date of this Agreement, (i) Seller
shall provide Buyer with a true and correct copy of the voting
instruction form with respect to the Shares held by Seller
indicating the financial institution through which such shares are
held and the control number provided by Broadridge Financial
Solutions (or other similar service provider) regarding the voting
of the Shares or written confirmation of such information as would
appear on the voting instruction form; and (ii) Buyer shall
send the notice attached as Annex 1 hereto to HACI’s transfer
agent.
(b) Prior
to the Closing, Seller shall deliver or cause to be delivered to
Buyer appropriate instructions for book entry transfers of
ownership of the Shares from Seller to Buyer.
(c)
The closing of the purchase and sale of the Shares (“
Closing ”) will occur on the date on which
Buyer’s trust account is liquidated after the Acquisition is
consummated (the “ Closing Date ”). At
the Closing, Buyer shall pay Seller the Aggregate Purchase Price by
wire transfer from HACI’s trust account of immediately
available funds to an account specified by Seller and Seller shall
deliver the Shares to Buyer electronically using the Depository
Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System
to an account specified by Buyer. It shall be a condition to the
obligation of Buyer on the one hand and Seller on the other hand,
to consummate the transfer of the Shares contemplated hereunder
that the other party’s representations and warranties are
true and correct
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on the Closing
Date with the same effect as though made on such date, unless
waived in writing by the party to whom such representations and
warranties are made.
5.
Representations and Warranties of the Seller . Seller hereby
represents and warrants to Buyer on the date hereof and on the
Closing that:
(a)
Sophisticated Seller . Seller is sophisticated in financial
matters and is able to evaluate the risks and benefits attendant to
the sale of Shares to Buyer.
(b)
Independent Investigation . Seller, in making the decision
to sell the Shares to Buyer, has not relied upon any oral or
written representations or assurances from Buyer or any of its
officers, directors or employees or any other representatives or
agents of Buyer. Seller has had access to all of the filings made
by HACI and REC with the SEC, pursuant to the Securities Exchange
Act of 1934 (the “ Exchange Act ”) and
the Securities Act of 1933 in each case to the extent available
publicly via the SEC’s Electronic Data Gathering, Analysis
and Retrieval system.
(c)
Authority . This Agreement has been validly authorized,
executed and delivered by Seller and, assuming the due
authorization, execution and delivery thereof by Buyer, is a valid
and binding agreement enforceable in accordance with its terms,
subject to the general principles of equity and to bankruptcy or
other laws affecting the enforcement of creditors’ rights
generally. The execution, delivery and performance of this
Agreement by Seller does not and will not conflict with, violate or
cause a breach of, constitute a default under, or result in a
violation of (i) any agreement, contract or instrument to
which Seller is a party which would prevent Seller from
perform
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