THIS
AGREEMENT (this “ Agreement ” ),
dated as of September 22, 2009, is made by and among HICKS
ACQUISITION COMPANY I, INC., a Delaware corporation (“
HACI ”), and VICTORY PARK CAPITAL ADVISORS,
LLC, on behalf of one or more entities for which it acts as
investment manager (“ Victory Park
”).
WHEREAS ,
HACI 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 ”);
WHEREAS ,
HACI 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
maintained by Continental Stock Transfer and Trust Company pending
the consummation of a Business Combination, or the dissolution and
liquidation of HACI in the event it is unable to consummate a
Business Combination on or prior to September 28, 2009 (or
October 5, 2009 in the event that the Acquisition is approved
by HACI stockholders);
WHEREAS ,
HACI has entered into that certain Purchase and IPO Reorganization
Agreement dated as of August 2, 2009 (the “
Acquisition Agreement ”), 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 REC, par value $0.0001
per share (the “ REC Common Stock ”), and
REC will acquire HACI and the business and operations of Holdings
Sub;
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 which are present and entitled to
vote at the meeting called to approve the Acquisition;
WHEREAS ,
pursuant to certain provisions in HACI’s certificate of
incorporation, a holder of shares of HACI’s common stock
issued in the IPO may, if it votes against the Acquisition, demand
that HACI convert such common shares into cash (“
Conversion Rights ”);
WHEREAS ,
the Acquisition cannot be consummated if holders of 30% or more of
the
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