425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 17, 2009

HICKS ACQUISITION COMPANY I, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		20-8521842
(State or other jurisdiction of	001-33704	(I.R.S. Employer
incorporation)	(Commission File Number)	Identification Number)
100 Crescent Court, Suite 1200 Dallas, TX
(Address of principal		75201
executive offices)		(Zip code)

(214) 615-2300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

þ Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

THE INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 8-K DOES NOT MODIFY OR UPDATE ANY DISCLOSURE IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS DATED SEPTEMBER 14, 2009 (THE “DEFINITIVE PROXY STATEMENT/PROSPECTUS”), EXCEPT FOR THE INFORMATION CONTAINED HEREIN, WHICH SUPERSEDES THE RELATED DISCLOSURE IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY.

Item 1.01 Entry into a Material Definitive Agreement.

Limited Waiver of Condition to Acquisition Agreement

     On September 22, 2009, Hicks Acquisition Company I, Inc., a Delaware corporation (the “Company”), announced that Resolute Energy Corporation (“Resolute”) and its affiliates that are a party to that certain Purchase and IPO Reorganization Agreement, dated as of August 2, 2009, by and among the Company, Resolute, Resolute Holdings Sub, LLC, Resolute Subsidiary Corporation, a wholly-owned subsidiary of Resolute, Resolute Aneth, LLC, Resolute Holdings, LLC, and HH-HACI, L.P., as amended by that certain Letter Agreement dated as of September 9, 2009 (the “Acquisition Agreement”), pursuant to which the Company’s stockholders will acquire a majority of the outstanding shares of capital stock of Resolute (collectively, the “Acquisition”), have granted a limited waiver to the closing condition to their obligation to consummate the Acquisition stated in Section 7.3(e) of the Acquisition Agreement, but only to the extent that the Acquisition Consideration (defined therein) is not less than $240,000,000. To the extent the amount actually paid by the Company to Resolute is less than the originally contemplated $275 million, Resolute will still fully repay its Second Lien Credit Facility; however, Resolute’s repayment of the part of its outstanding indebtedness on its First Lien Credit Facility will be reduced, resulting in greater outstanding indebtedness immediately following the consummation of Acquisition. The waiver attached hereto as Exhibit 10.1 is incorporated herein by reference. The foregoing description of the waiver and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to such document.

Stock Purchase Agreements

     On September 22, 2009, the Company also announced that it has entered into agreements to purchase shares of the Company’s common stock issued in its initial public offering (“Public Shares”) in privately negotiated transactions (the “Purchase Agreements”). As of September 22, 2009, the Company has entered into Purchase Agreements to purchase an aggregate of 7,503,133 Public Shares at prices ranging from $9.76 to 9.78 per share from stockholders who otherwise intended to vote against the Acquisition. It is possible that additional Purchase Agreements may be entered into by the Company. The purchases of Public Shares pursuant to the Purchase Agreements will take place concurrently with or following the closing of the Acquisition and the purchases will be paid for with funds that will be released from the Company’s trust account upon consummation of the Acquisition. Any additional purchases entered into by the Company may be entered into at a purchase price slightly higher than the per share conversion price at the time of the Acquisition.

     Pursuant to the Purchase Agreements, the sellers have agreed to have their Public Shares voted in favor of each of the stockholder proposals set forth in the definitive proxy statement/prospectus, dated September 14, 2009, filed with the Securities and Exchange Commission on September 15, 2009, and as supplemented on September 22, 2009 (the “Definitive Proxy Statement/Prospectus”).

     Such purchases, if made, would increase the likelihood that holders of a majority of the shares of the Company’s common stock will vote in favor of the Acquisition and that holders of less than 30% of Public Shares vote against the Acquisition and seek conversion of their Public Shares into cash in accordance with the Company’s charter.

     The Purchase Agreements attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8 are incorporated herein by reference. The foregoing description of the Purchase Agreements and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to such documents.

Victory Park Agreement

     On September 22, 2009, the Company also announced it has entered into an agreement (the “Victory Agreement”) with Victory Park Capital Advisors, LLC (“Victory Park”), pursuant to which funds managed by Victory Park or other purchasers acceptable to Victory Park and the Company may purchase up to an aggregate of 4.5 million shares of the Company’s common stock from third parties prior to the Company’s special meeting of stockholders. Victory Park is not an affiliate of any of the Company, its officers and directors and/or their respective affiliates, or Resolute, or its officers and directors and/or their respective affiliates. It is anticipated that Victory Park will effect purchases of Public Shares through independent, privately negotiated transactions with third parties who are institutions or other sophisticated investors that have voted against or indicated an intention to vote against the Acquisition and exercise their conversion rights.

     Pursuant to the Victory Agreement, the Company will pay Victory Park a fee of 1.0% of the value of all shares of the Company’s common stock purchased by Victory Park from third parties. All shares purchased as a result of this Victory Agreement will be voted in favor of each of the stockholder proposals to be presented at the Company’s special meeting of stockholders, which proposals are set forth in the Definitive Proxy Statement/Prospectus. In connection with each purchase of Public Shares by Victory Park pursuant to the Victory Agreement, Victory Park and the Company will enter into a stock purchase agreement (each, a “Victory Purchase Agreement”), pursuant to which the Company will agree to purchase such Public Shares from Victory Park at a price equal to the aggregate purchase price paid by Victory Park for such shares plus the 1.0% fee described above. No funds other than those payable to Victory Park may be released from the trust account containing the net proceeds of the Company’s initial public offering following the consummation of the Acquisition until the Company has paid Victory Park pursuant to the Victory Purchase Agreements in full except to converting stockholders. Such purchases, if made, would increase the likelihood that holders of a majority of the shares of the Company’s common stock will vote in favor of the Acquisition and that holders of less than 30% of Public Shares vote against the Acquisition and seek conversion of their Public Shares into cash in accordance with the Company’s charter.

     The Victory Agreement and form of Victory Purchase Agreement attached hereto as Exhibits 10.9 and 10.10, respectively, are incorporated herein by reference. The foregoing description of the Victory Agreement, Victory Purchase Agreement and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to such documents.

     Based on the number of Public Shares currently subject to Purchase Agreements and assuming Victory Park purchases all 4.5 million public shares subject to the Victory Agreement and such shares are subsequently purchased by the Company pursuant to Victory Purchase Agreements, immediately following the consummation of the Acquisition, holders of the Company’s common stock would own approximately 82.7% of the outstanding shares of Resolute common stock assuming that no holders of Public Shares elect to convert their shares into a portion of the Company’s trust account or approximately 76.1% assuming that holders of 30% less one share of the Public Shares elect to convert their shares into a portion of the Company’s trust account, in each case without taking into effect any outstanding warrants to purchase Resolute common stock, including any warrants to be received in the Acquisition by holders of warrants issued in the Company’s initial public offering (“Public Warrants”) who elect to receive Resolute warrants in the Acquisition.

Item 8.01 Other Events.

     On September 22, 2009, the Company also announced that it intends to convene and then adjourn, without conducting any business, its special meeting of warrantholders and special meeting of stockholders until Friday, September 25, 2009, at 8:30 a.m. Central Daylight time and 9:00 a.m. Central Daylight time, respectively, in order to give the Company warrantholders and stockholders additional time consider supplemental proxy materials and to vote on the proposals to be considered at the special meetings. Both special meetings will still be held at the offices of Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201.

     In connection with the Acquisition, on September 17, 2009, Resolute Aneth, LLC, Resolute Holdings Sub, LLC and certain of its subsidiaries and the lenders under the Aneth’s First Lien Credit Facility entered into a Sixth Amendment of the First Lien Credit Facility (the “Sixth Amendment”), to be effective at the closing of the Acquisition, pursuant to which, among other things, (i) the lenders under such facility consent to the Acquisition and (ii) applicable terms of the First Lien Credit Facility are revised to reflect the public company status of the borrower group. As a condition to the Sixth Amendment, Resolute and the Company must become guarantors under the facility and pledge all of their assets to secure the loans contemplated thereby; provided, however that the amount in

the Company’s trust account established in connection with the Company initial public offering will not be subject to such pledge. The Sixth Amendment attached hereto as Exhibit 10.11 is incorporated herein by reference. The foregoing description of the Sixth Amendment and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to such document.

     On September 22, 2009, the Company issued a press release with respect to its execution of the Victory Agreement and the Purchase Agreements, the adjournment of the special meetings and the waiver of a closing condition by Resolute with respect to the Acquisition Agreement. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

     As a result of the execution of the Purchase Agreements and Victory Agreement, the Company provides the following updated information regarding the beneficial ownership of certain holders of securities of the Company and Resolute, including updated pro forma information after the closing of the Acquisition, assuming the transactions contemplated by the Victory Agreement and the Purchase Agreements have been consummated:

BENEFICIAL OWNERSHIP OF SECURITIES

     The following table and accompanying footnotes set forth as of September 22, 2009, with respect to Resolute Holdings Sub, LLC (“Seller”) and the Company (“HACI”), and pro forma after closing of the Acquisition with respect to Resolute (assuming either maximum or minimum conversion by HACI stockholders of their shares of HACI’s common stock (“HACI Common Stock”) pursuant to conversion rights granted under HACI’s charter), certain information regarding the beneficial ownership of (1) membership interests in Seller, (2) shares of HACI Common Stock, each before the Acquisition, and (3) shares of Resolute’s common stock (“Resolute Common Stock”) after the Acquisition by (i) each member of, or nominee to, the board of directors of such entity, (ii) each of the executive officers of such entity, (iii) all members of the board of directors and the executive officers of such entity, as a group, (iv) the Company’s founder, HH-HACI, L.P., and (v) Seller’s parent, Resolute Holdings, LLC. Except for the Company’s founder and Seller’s parent, the table does not include ownership information of beneficial holders of more than 5% of such entity because the ownership information of such holders after giving effect to the Acquisition is currently unknown.

     Except as otherwise indicated, the holders listed in the table have sole voting and investment powers with respect to the shares or membership interests indicated. Shares or membership interests that an individual or group has a right to acquire within 60 days pursuant to the exercise or redemption of options, warrants or other similar convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

							Membership Interest
							in Resolute Sub,			Shares of Resolute Common Stock						Shares of Resolute Common Stock
	Shares of HACI Common						LLC Beneficially			Beneficially Owned After the						Beneficially Owned After the
	Stock Beneficially Owned Prior						Owned Prior to the			Acquisition Assuming Minimum						Acquisition Assuming Maximum
	to the Acquisition						Acquisition			Conversion						Conversion
	Number			Percentage(1)			Percentage(2)			Number			Percentage(3)			Number			Percentage(4)
HH-HACI, L.P.(5)		13,524,000	(6)		19.6	%		—			11,002,367	(7)		17.0	%		11,002,367	(7)		22.8	%
Thomas O. Hicks(8)(14)		13,524,000	(6)		19.6	%		—			11,002,367	(7)		17.0	%		11,002,367	(7)		22.8	%
Joseph B. Armes		—			—			—			—			—			—			—
William H. Cunningham(14)**		69,000	(9)		*			—			32,325	(10)		*			32,325	(10)		*
Thomas O. Hicks, Jr.(14)**		—			—			—			—			—			—			—
William A. Montgomery		69,000	(9)		*			—			32,325	(10)		*			32,325	(10)		*
Brian Mulroney		69,000	(9)		*			—			32,325	(10)		*			32,325	(10)		*
William F. Quinn		69,000	(9)		*			—			32,325	(10)		*			32,325	(10)		*
Robert M. Swartz(14)**		—			—			—			—			—			—			—
All directors and executive officers of HACI as a group (11 persons)		13,800,000			20.0	%		—			11,131,667			17.2	%		11,131,667			23.0	%
Resolute Holdings, LLC(11)(12)		—			—			100	%		12,918,333	(13)		20.6	%		12,918,333	(13)		28.1	%
Nicolas J. Sutton(11)(14)		—			—			—			—			—			—			—
James M. Piccone(11)(14)		—			—			—			—			—			—			—
Richard F. Betz(11)(14)		—			—			—			—			—			—			—

					Membership Interest
					in Resolute Sub,		Shares of Resolute Common Stock					Shares of Resolute Common Stock
	Shares of HACI Common				LLC Beneficially		Beneficially Owned After the					Beneficially Owned After the
	Stock Beneficially Owned Prior				Owned Prior to the		Acquisition Assuming Minimum					Acquisition Assuming Maximum
	to the Acquisition				Acquisition		Conversion					Conversion
	Number		Percentage(1)		Percentage(2)		Number			Percentage(3)		Number			Percentage(4)
Dale E. Cantwell(11)(14)		—		—		—		—			—		—			—
Theodore Gazulis(11)(14)		—		—		—		—			—		—			—
Janet W. Pasque(11)(14)		—		—		—		—			—		—			—
Kenneth A. Hersh(11)(14)		—		—		—		—			—		—			—
Richard L. Covington(11)(14)		—		—		—		—			—		—			—
William J. Quinn(11)(14)		—		—		—		—			—		—			—
All directors and executive		—		—		—		—			—		—			—
officers of Resolute as a group (9 persons)
All directors and executive officers of Resolute as a group (13 persons)(14)		—		—		—		64,650	(10)		*		64,650	(10)		*

*	Less than 1%
**	Resolute director nominee
(1)	Based upon 69,000,000 shares of HACI Common Stock outstanding as of September 22, 2009.
(2)	Seller is a limited liability company and does not denominate its membership interest in quantified units.
(3)	Based upon 60,246,867 shares of Resolute Common Stock outstanding as of the closing of the Acquisition, assuming that (i) no HACI Public Shares are properly converted and (ii) 12,003,133 HACI Public Shares are purchased by HACI pursuant to the Purchase Agreements and the Victory Agreement, including all 4,500,000 shares that Victory may purchase pursuant to the Victory Agreement, prior to or concurrent with the Acquisition and which shares will be cancelled in connection with the Acquisition. Includes (i) 200,000 shares of Resolute Common Stock that may be issued pursuant to Retention Bonus Awards and if not, will be retained by Seller and (ii) 3,250,000 Resolute Earnout Shares that are held by HH-HACI, L.P. (the “Sponsor”) and Seller subject to forfeiture unless at any time prior to five years from the closing of the Acquisition, either (x) the closing sale price of the Resolute Common Stock exceeds $15.00 per share for 20 trading days in any 30 trading day period beginning 90 days after the closing of the Acquisition, or (y) a Change in Control Event occurs in which Resolute Common Stock is valued at greater than $15.00 per share. Until forfeited, Resolute Earnout Shares will vote but will not participate in dividends and distributions. Excludes (i) up to 27,600,000 shares of Resolute Common Stock subject to purchase at any time following the closing of the Acquisition upon exercise of Resolute warrants at an exercise price of $13.00 per share for five years from the Acquisition, (ii) 7,000,000 Resolute Sponsors Warrants to purchase Resolute Common Stock at a price of $13.00 per share that will be exercisable upon closing of the Acquisition, (iii) 13,800,000 Resolute Founders Warrants to purchase Resolute Common Stock at a price of $13.00 per share that will be exercisable at any time prior to five years from the closing of the Acquisition in the event that the closing sale price of the Resolute Common Stock exceeds $13.75 per share for 20 trading days in any 30 trading day period beginning 90 days after the closing of the Acquisition, and (iv) up to 2,760,000 shares reserved for issuance under Resolute’s 2009 Performance Incentive Plan.
(4)	Based upon 43,686,867 shares of Resolute Common Stock outstanding as of the closing of the Acquisition, assuming (i) 30% of HACI Public Shares are properly converted and (ii) 12,003,133 HACI Public Shares are purchased by HACI, pursuant to the Purchase Agreements and the Victory Agreement, including all 4,500,000 shares that Victory may purchase pursuant to the Victory Agreement, prior to or concurrent with the Acquisition and which shares will be cancelled in connection with the Acquisition. Includes (i) 200,000 shares of Resolute Common Stock that may be issued pursuant to Retention Bonus Awards and if not, will be retained by Seller and (ii) 3,250,000 Resolute Earnout Shares that are held by the Sponsor and Seller subject to forfeiture, as described in more detail above. Excludes (i) up to 27,600,000 shares of Resolute Common Stock subject to purchase at any time following the closing of the Acquisition upon exercise of Resolute warrants at an exercise price of $13.00 per share for five years from the Acquisition, (ii) 7,000,000 Resolute Sponsors Warrants to purchase Resolute Common Stock at a price of $13.00 per share that will be exercisable upon closing of the Acquisition, (iii) 13,800,000 Resolute Founders Warrants to purchase Resolute Common Stock at a price of $13.00 per share that will be exercisable as described in Note 3 above; and (iv) up to 2,760,000 shares reserved for issuance under Resolute’s 2009 Performance Incentive Plan.

(5)	The address of the holder is 100 Crescent Court, Suite 1200, Dallas, Texas 75201.
(6)	Excludes an aggregate of 20,524,000 warrants to acquire shares of HACI Common Stock, consisting of 13,524,000 Founder Warrants and 7,000,000 Sponsor Warrants, held by the Sponsor, none of which are exercisable within 60 days.
(7)	Includes 1,827,700 Resolute Earnout Shares and 4,666,667 Resolute Sponsors Warrants to purchase Resolute Common Stock at a price of $13.00 per share that will be exercisable upon closing of the Acquisition. Excludes 9,016,000 Resolute Founders Warrants to purchase Resolute Common Stock at a price of $13.00 per share that will be exercisable as described in Note 3 above.
(8)	Thomas O. Hicks is HACI’s Chairman of the Board and the sole member of HH-HACI GP, LLC, the general partner of the Sponsor, and may be considered to have beneficial ownership of the Sponsor’s interests in HACI. Mr. Hicks, or his appointed designee, is expected to be a director of Resolute after the closing of the Acquisition. Mr. Hicks disclaims beneficial ownership of any shares of HACI Common Stock in which he does not have a pecuniary interest. The address of each of the preceding holders is c/o Hicks Holdings LLC, 100 Crescent Court, Suite 1200, Dallas, Texas 75201.
(9)	Excludes the director’s 69,000 Founder Warrants to acquire shares of HACI Common Stock, none of which Founder Warrants are exercisable within 60 days.
(10)	Includes 9,325 Resolute Earnout Shares. Excludes 46,000 Resolute Founders Warrants to purchase Resolute Common Stock at a price of $13.00 per share that will be exercisable as described in Note 3 above.
(11)	Resolute Holdings, LLC has a 100% membership interest in Seller and beneficially owns equity interests in Seller’s subsidiaries. Natural Gas Partners VII, L.P. and NGP-VII Income Co-Investment Opportunities, L.P. (“Co-Invest,” and collectively with Natural Gas Partners, VII, L.P., “Natural Gas Partners”) have an approximately 71% membership interest in Resolute Holdings, LLC, subject to certain adjustments in the future that could decrease such interest. Nicholas J. Sutton, James M. Piccone, Richard F. Betz, Dale E. Cantwell, Theodore Gazulis and Janet W. Pasque collectively have an approximate 26% membership interest in Resolute Holdings, LLC. Certain other employees, and former employees, of Resolute Holdings, LLC and its affiliates collectively own an approximate 3% membership interest in Resolute Holdings, LLC, all of which are subject to certain adjustments in the future that could increase such interests. None of such persons holds more than a 10% membership interest in Resolute Holdings, LLC. In addition, Messrs. Sutton, Piccone, Kenneth A. Hersh, Richard L. Covington and William J. Quinn serve as directors of Resolute Holdings, LLC. G.F.W. Energy VII, L.P. is the sole general partner of Natural Gas Partners VII, L.P. and GFW VII, L.L.C. is the sole general partner of G.F.W. Energy VII, L.P. Natural Gas Partners VII, L.P. owns NGP Income Management, L.L.C., which is the sole general partner of Co-Invest. Upon closing of the Acquisition, G.F.W. Energy VII, L.L.C. may be deemed to beneficially own any Resolute Common Stock, Resolute Earnout Shares, Resolute Founders Warrants and Resolute Sponsors Warrants to be issued in connection with the Acquisition to Seller and that may be attributable to Natural Gas Partners. Upon closing of the Acquisition, Kenneth A. Hersh, who is a member of GFW VII, L.L.C., may also be deemed to share the power to vote, or to direct the vote, and to dispose of, or to direct the disposition of, Resolute Common Stock, Resolute Earnout Shares, Resolute Founders Warrants and Resolute Sponsors Warrants to be issued to Seller in connection with the Acquisition. Mr. Hersh disclaims any beneficial ownership of Resolute Common Stock, Resolute Earnout Shares, Resolute Founders Warrants and Resolute Sponsors Warrants to be issued to Seller in connection with the Acquisition, which he may be deemed to have by virtue of his relationship with GFW VII, L.L.C. Because none of Messrs. Sutton, Piccone, Betz, Cantwell, Gazulis, Hersh, Covington or Quinn, or Ms. Pasque, will have the power to vote, or to direct the vote, or to dispose of, or direct the disposition of the shares of Resolute Common Stock, Resolute Earnout Shares, Resolute Founders Warrants and Resolute Sponsors Warrants to be issued to Seller in connection with the Acquisition, each of such persons disclaims beneficial ownership of such Resolute Common Stock, Resolute Earnout Shares, Resolute Founders Warrants and Resolute Sponsors Warrants. The address of Natural Gas Partners is 125 E. John Carpenter Fwy., Suite 600, Irving, Texas 75062.

(12)	Resolute Common Stock, Resolute Earnout Shares, Resolute Founders Warrants and Resolute Sponsors Warrants will be issued in the Acquisition to Seller, and Seller will distribute all of such securities to Resolute Holdings, LLC, its sole member. Resolute Holdings, LLC will retain the Resolute Common Stock, Resolute Earnout Shares, Resolute Founders Warrants and Resolute Sponsors Warrants, but may, in the discretion of the board of directors of Resolute Holdings, LLC, distribute Resolute Common Stock to members of Resolute Holdings, LLC following the Acquisition pro rata in accordance with their membership interests in Resolute Holdings, LLC.
(13)	Includes (i) 9,200,000 shares of Resolute Common Stock (including 200,000 shares potentially issuable pursuant to employee Retention Bonus Awards), (ii) 2,333,333 Resolute Sponsors Warrants to purchase Resolute Common Stock at a price of $13.00 per share that will be exercisable upon closing of the Acquisition, and (iii) 1,385,000 Resolute Earnout Shares, which are subject to forfeitures as described in Note 3 above. Excludes 4,600,000 Resolute Founders Warrants to purchase Resolute Common Stock at a price of $13.00 per share that will be exercisable as described in Note 3 above. Upon closing of the Acquisition, 200,000 of the shares of Resolute Common Stock that are receivable by Resolute Holdings, LLC may be allocated to Resolute employees in the form of Retention Bonus Awards, subject, in the case of forfeiture by such employees, to reversion to Resolute Holdings, LLC.
(14)	After the Acquisition, Resolute’s executive officers are expected to be Messrs. Sutton, Piccone, Betz, Cantwell, Gazulis and Ms. Pasque, and Resolute’s directors are expected to be Messrs. Sutton, Piccone, Hersh, Covington, William J. Quinn, William H. Cunningham, Robert M. Swartz and Thomas O. Hicks, Jr., who is appointed as the designee of Thomas O. Hicks.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Exhibit
10.1*	Waiver, dated as of September 22, 2009, by Resolute Energy Corporation, Resolute Holdings Sub, LLC, Resolute Subsidiary Corporation, Resolute Aneth, LLC, and Resolute Holdings, LLC.
10.2*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Del Mar Master Fund, Ltd.
10.3*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Fir Tree Value Master Fund, LP.
10.4*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Fir Tree SPAC Holdings I, LLC.
10.5*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Fir Tree SPAC Holdings II, LLC.
10.6*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Westchester Capital Management, Inc.
10.7*	Share Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Milton Arbitrage Partners, LLC.
10.8*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Citigroup Global Markets Inc.
10.9*	Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Victory Park Capital Advisors, LLC.

Exhibit
Number	Exhibit
10.10*	Form of Stock Purchase Agreement, by and between Hicks Acquisition Company I, Inc. and Victory Park Credit Opportunities Master Fund, Ltd.
10.11*	Sixth Amendment to Amended and Restated Credit Agreement dated September 17, 2009, between Resolute Aneth, LLC, as Borrower, and Wachovia Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association and BMO Capital Markets Financing, Inc., as Co-Syndication Agents, Deutsche Bank Securities Inc. and Fortis Capital Corp., as Co-Documentation Agents and The Lenders Party Thereto.
99.1*	Press Release, dated September 22, 2009.

* Filed herewith.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: September 22, 2009	Hicks Acquisition Company I, Inc.
	By:	/s/ Joseph B. Armes
		Joseph B. Armes
		President, Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Exhibit
10.1*	Waiver, dated as of September 22, 2009, by Resolute Energy Corporation, Resolute Holdings Sub, LLC, Resolute Subsidiary Corporation, Resolute Aneth, LLC, and Resolute Holdings, LLC.
10.2*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Del Mar Master Fund, Ltd.
10.3*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Fir Tree Value Master Fund, LP.
10.4*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Fir Tree SPAC Holdings I, LLC.
10.5*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Fir Tree SPAC Holdings II, LLC.
10.6*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Westchester Capital Management, Inc.
10.7*	Share Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Milton Arbitrage Partners, LLC.
10.8*	Stock Purchase Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Citigroup Global Markets Inc.
10.9*	Agreement, dated as of September 22, 2009, by and between Hicks Acquisition Company I, Inc. and Victory Park Capital Advisors, LLC.
10.10*	Form of Stock Purchase Agreement, by and between Hicks Acquisition Company I, Inc. and Victory Park Credit Opportunities Master Fund, Ltd.
10.11*	Sixth Amendment to Amended and Restated Credit Agreement dated September 17, 2009, between Resolute Aneth, LLC, as Borrower, and Wachovia Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association and BMO Capital Markets Financing, Inc., as Co-Syndication Agents, Deutsche Bank Securities Inc. and Fortis Capital Corp., as Co-Documentation Agents and The Lenders Party Thereto.
99.1*	Press Release, dated September 22, 2009.

* Filed herewith.

EX-10.1

Exhibit 10.1

WAIVER UNDER PURCHASE AND IPO REORGANIZATION AGREEMENT

     Pursuant to Section 9.9 of that certain Purchase and IPO Reorganization Agreement, dated August 2, 2009 and as amended (the “Agreement”), by and among Hicks Acquisition Company I, INC., a Delaware corporation (“Buyer”), Resolute Energy Corporation, a Delaware corporation (“IPO Corp.”), Resolute Subsidiary Corporation, a Delaware corporation (“Merger Sub”), Resolute Aneth, LLC, a Delaware limited liability company (“Aneth”), Resolute Holdings, LLC, a Delaware limited liability company (“Parent”), Resolute Holdings Sub, LLC, a Delaware limited liability company (“Seller”), HH-HACI, L.P., a Delaware limited partnership (“Founder”) and certain affiliates of Founder, Parent, Seller, IPO Corp., Merger Sub and Aneth hereby provide the following waiver that may be relied upon and enforced by all parties to the Agreement:

WAIVER

     Parent, Seller, IPO Corp., Merger Sub and Aneth hereby waive the condition to their obligation to consummate the transactions contemplated by the Agreement stated in Section 7.3(e) of the Agreement but only to the extent that the Acquisition Consideration is not less than $240,000,000.00.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Waiver this 22nd day of September, 2009.

RESOLUTE ENERGY CORPORATION			RESOLUTE HOLDINGS SUB, LLC
By:	/s/ James M. Piccone		By:	/s/ James M. Piccone
	Name:	James M. Piccone		Name:	James M. Piccone
	Title:	President		Title:	President
RESOLUTE SUBSIDIARY CORPORATION			RESOLUTE HOLDINGS, LLC
By:	/s/ James M. Piccone		By:	/s/ James M. Piccone
	Name:	James M. Piccone		Name:	James M. Piccone
	Title:	President		Title:	President
RESOLUTE ANETH, LLC
By:	/s/ James M. Piccone
	Name:	James M. Piccone
	Title:	President

EX-10.2

Exhibit 10.2

STOCK PURCHASE AGREEMENT

     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.

     4. Closing Matters.

               (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 performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

               (d) No Legal Advice from Buyer. Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel and investment and tax advisors. Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

               (e) Ownership of Shares. Seller is the legal and beneficial owner of the Shares and will transfer to Buyer on the Closing Date good and marketable title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever. The Seller beneficially owned all of the Shares as of the close of the trading day on August 31, 2009 and has the sole right to exercise conversion rights with respect to all of the Shares.

               (f) Number of Shares. The Shares being transferred pursuant to this Agreement represent all the common stock owned by Seller as of the date hereof.

               (g) Seller Taxes. Seller understands that Seller (and not the Buyer) shall be responsible for any and all tax liabilities of Seller that may arise as a result of the transactions contemplated by this Agreement.

               (h) Aggregate Purchase Price Negotiated. Seller represents that both the amount of Shares and the Aggregate Purchase Price were negotiated figures by the parties and that the terms and conditions by the parties of this Agreement may differ from arrangements entered into with other holders of Buyer’s common stock.

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     6. Representations and Warranties of Buyer. Buyer hereby represents to the Seller that:

               (a) Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

               (b) Independent Investigation. Buyer, in making the decision to purchase the Shares from Seller, has not relied upon any oral or written representations or assurances from Seller or any of its officers, directors, partners or employees or any other representatives or agents of Seller.

               (c) Authority. This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by Seller, 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 Buyer 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 Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

               (d) No Legal Advice from Seller. Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Buyer’s own legal counsel and investment and tax advisors. Buyer is relying solely on such counsel and advisors and not on any statements or representations of Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

     7. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect upon the termination of the Acquisition. Notwithstanding any provision in this Agreement to the contrary, Buyer’s obligation to purchase the Shares from Seller shall be conditioned on the consummation of the Acquisition.

     8. Covenant of Seller. After the execution of this Agreement and prior to Closing, Seller shall not acquire any common stock, warrants or other securities of HACI or effect any derivative transactions with respect thereto.

     9. Acknowledgement; Waiver. Seller (i) acknowledges that Buyer may possess or have access to material non-public information which has not been communicated to Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Buyer or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including, without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that Buyer is relying on the truth of the representations set forth in Section 4 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

     10. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

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     11. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

     12. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

     13. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

     14. Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

     15. Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

     16. Trust Waiver. HACI’s initial public offering was consummated on October 3, 2007 as a result of which it received net proceeds of $529.1 million which are held in a trust fund established by HACI for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. Treasury Bills with a maturity with a maturity of 180 days or less in a trust account at JPMorgan Chase Bank, N.A. and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of September 27, 2007, between HACI and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, HACI may disburse monies from the Trust Fund only: (i) to HACI in limited amounts from time to time (and in no event more than $6,555,000 in total) in order to permit HACI to pay its operating expenses; (ii) if HACI completes an initial business combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in HACI’s initial public offering but whose payment they have deferred, and then to HACI; and (iii) if HACI fails to complete an initial business combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Fund, to HACI’s public stockholders (as such term is defined in the agreement governing the Trust Fund). Seller agrees that, notwithstanding any other provision contained in this Agreement, it does not now have, and shall not at any time prior to the consummation of the Acquisition have any claim to, or make any claim against, the Trust Fund arising out of or in connection with this Agreement or the Acquisition, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 16 as the “Claims”). Seller hereby irrevocably waives any Claim it may have, now or in the future arising under this Agreement or otherwise, and will not seek recourse

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against, the Trust Fund for any reason whatsoever in respect thereof other than any amount constituting the Aggregate Purchase Price that is payable in accordance with the terms of this Agreement. This waiver is intended and shall be deemed and construed to be irrevocable and absolute on the part of Seller, and shall be binding on its subsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors, all other associates and affiliates, and its and their respective heirs, successors and assigns, as the case may be. Seller acknowledges that it benefits from this Agreement and that HACI is entering into this Agreement upon reliance on this Section 16. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to HACI, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of HACI, whether in the form of money damages or injunctive relief, HACI shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

HICKS ACQUISITION COMPANY I, INC.
By:	/s/ Joseph B. Armes
	Name:	Joseph B. Armes
	Title:	CEO
DEL MAR MASTER FUND, LTD
By:	/s/ Marc Simons
	Name:	Marc Simons
	Title:	Director

Purchase Price Per Share:	$9.76 (subject to adjustment at Closing so that such amount will be an amount per share equal to the amount per share converting stockholders receive pursuant to Section 9.3 of Buyer’s amended and restated certificate of incorporation)
Number of Shares:	1,053,400

Signature Page to
Stock Purchase Agreement

Annex 1

HICKS ACQUISITION COMPANY I, INC.
100 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201

September 22, 2009

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004

Attn: Steven Nelson

               Re:   Hicks Acquisition Company I, Inc. Trust Account No. 530-065681

Gentlemen:

     Hicks Acquisition Company I, Inc. (the “Company”) is providing these irrevocable instructions to you in connection with the above described Trust Account established in connection with and pursuant to an Investment Management Trust Agreement, dated as of September 27, 2007 between the Company and Continental Stock Transfer & Trust Company as Trustee (the “Trust Agreement”). Upper case terms used herein shall have the meanings ascribed to such terms in the Trust Agreement.

     In the event (i) the Company delivers to you a Termination Letter substantially in the form of Exhibit A to the Trust Agreement and (ii) the Consummation Date (as defined in such Exhibit A) occurs, in addition to the other documents required to be delivered pursuant to Exhibit A of the Trust Agreement, assuming you are the Trustee on such date, then, in consideration for the electronic transfer of 1,053,400 shares of the Company’s common stock, using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, to an account specified by the Company, on the Consummation Date you are irrevocably instructed to deliver as the initial distribution of funds the sum of $10,281,184, which must be delivered to Del Mar Asset Management, LP in accordance with the bank wire instructions provided to you below:

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Annex 1

     The address for Del Mar Asset Management, LP is [ADDRESS]. The contact person for Del Mar Asset Management, LP is Andy Goldberger. He can be reached at (212) 328-7161.

     Kindly acknowledge where indicated below, your receipt and understanding of these instructions and return a copy to Akin Gump Strauss Hauer & Feld LLP, attention: James A. Deeken, facsimile number (214) 969-4343.

     A facsimile signed and electronically delivered copy of this letter shall be deemed an original.

Very truly yours, HICKS ACQUISITION COMPANY I, INC.
By:	/s/ Joseph B. Armes
	Name:	Joseph B. Armes
	Title:	CEO

Acknowledged and Agreed:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
	Name:
	Title:
DEL MAR MASTER FUND, LTD
By:	/s/ Marc Simons
	Name:	Marc Simons
	Title:	Director

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EX-10.3

Exhibit 10.3

STOCK PURCHASE AGREEMENT

     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 (or October 5, 2009 in the event that the Acquisition is approved by Buyer stockholders); 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 REC, par value $0.0001 per share (the “REC Common Stock”), and REC 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 agrees to upon request of Buyer vote in favor of the Acquisition and such other proposals and 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 28, 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 this 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.

     4. Closing Matters.

               (a) Within two business days 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; provided, that the instructions shall not be effective until Closing.

               (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”). The Company shall use commercially reasonable efforts to cause the trust account to be liquidated on the Closing Date but in no event shall such liquidation occur more than one business day after 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

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Seller against the delivery of the Shares 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. In the event the trust account does not contain sufficient funds to satisfy the Purchase Price on the Closing Date, Buyer shall pay Seller, by wire transfer, such additional amounts from sources other than the trust account to satisfy the Purchase Price. 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 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. Except for the representations contained in this Agreement, 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 performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

               (d) No Legal Advice from Buyer. Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel and investment and tax advisors. Except for the representations contained in this Agreement, Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

               (e) Ownership of Shares. Seller is the legal and beneficial owner of the Shares and will transfer to Buyer on the Closing Date good and marketable title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever. The Seller beneficially owned all of the Shares as of the close of the trading day on August 31, 2009 and has the sole right to exercise conversion rights with respect to all of the Shares.

               (f) Number of Shares. The Shares being transferred pursuant to this Agreement represent all the common stock owned by Seller as of the date hereof.

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               (g) Seller Taxes. Seller understands that Seller (and not the Buyer) shall be responsible for any and all tax liabilities of Seller that may arise as a result of the transactions contemplated by this Agreement.

               (h) Aggregate Purchase Price Negotiated. Seller represents that both the amount of Shares and the Aggregate Purchase Price were negotiated figures by the parties and that the terms and conditions by the parties of this Agreement may differ from arrangements entered into with other holders of Buyer’s common stock.

     6. Representations and Warranties of Buyer. Buyer hereby represents to the Seller that:

               (a) Organization and Authority. Buyer is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

               (b) Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.

               (c) Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

               (d) Independent Investigation. Buyer, in making the decision to purchase the Shares from Seller, has not relied upon any oral or written representations or assurances from Seller or any of its officers, directors, partners or employees or any other representatives or agents of Seller.

               (e) Authority. This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by Seller, 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 Buyer 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 Buyer is a party which would prevent Buyer from performing its obligations hereunder, (ii) any law, statute, rule or regulation to which Buyer is subject or (iii) Buyer’s certificate of incorporation, bylaws and other organizational and constituent documents.

               (f) No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which the Seller will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

               (g) Trust Account. After taking into account all liabilities and other obligations of the Buyer, the trust account contains sufficient funds to satisfy the Purchase Price.

               (h) No Legal Advice from Seller. Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Buyer’s own legal counsel and investment and tax advisors. Buyer is relying solely on such counsel and advisors

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and not on any statements or representations of Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

               (i) Best Price. Buyer has made no Purchase Price Per Share offer to any other party in excess of such Purchase Price Per Share being offered to Seller. If Buyer offers a Purchase Price Per Share to any party in excess of the Purchase Price Per Share offered to Seller (such offer, a “Greater Offer”), Buyer shall (a) inform Seller in writing of the Greater Offer and (b) pay to Seller the difference between (i) the Greater Offer and (ii) the Purchase Price Per Share offered to Seller. For purposes of this Section 6(i), “Purchase Price Per Share” shall not include any fees paid to a third party “aggregator” engaged by the Buyer to buy shares from Buyer stockholders who have indicated an intention to convert their shares and/or vote against the Acquisition.

     7. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect upon the earlier to occur of (a) the termination of the Acquisition and (b) 11:59 pm, eastern daylight time, on September 28, 2009 (or October 5, 2009 in the event that the Acquisition is approved by Buyer stockholders) if the Acquisition has not been consummated by such time. Notwithstanding any provision in this Agreement to the contrary, Buyer’s obligation to purchase the Shares from Seller shall be conditioned on the consummation of the Acquisition.

     8. Covenant of Seller. After the execution of this Agreement and prior to Closing, Seller shall not acquire any common stock, warrants or other securities of HACI or effect any derivative transactions with respect thereto.

     9. Covenant of Buyer. Buyer hereby covenants and agrees that it shall comply with all filing obligations, if any, under the Exchange Act, as amended, with respect to its ownership of the Shares, or the transactions contemplated hereby.

     10. Acknowledgement; Waiver. Seller (i) acknowledges that Buyer may possess or have access to material non-public information which has not been communicated to Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Buyer or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including, without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that Buyer is relying on the truth of the representations set forth in Section 5 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

     11. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

     12. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

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     13. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

     14. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

     15. Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

     16. Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

     17. Seller W-9. Seller agrees to provide to Buyer an Internal Revenue Service Request for Taxpayer Identification Number and Certification Form W-9.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

HICKS ACQUISITION COMPANY I, INC.
By: Name:	/s/ Joseph B. Armes Joseph B. Armes
Title:	CEO
FIR TREE MASTER FUND, LP
By: Name:	/s/ Brian Meyer Brian Meyer
Title:	Authorized Person

Purchase Price Per Share:	$9.76 (subject to adjustment at Closing so that such amount will be an amount per share equal to the amount per share converting stockholders receive pursuant to Section 9.3 of Buyer’s amended and restated certificate of incorporation)
Number of Shares:	625,609

Signature Page to
Stock Purchase Agreement

Annex 1

HICKS ACQUISITION COMPANY I, INC.
100 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201

September 22, 2009

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004

Attn: Steven Nelson

                Re: Hicks Acquisition Company I, Inc. Trust Account No. 530-065681

Gentlemen:

     Hicks Acquisition Company I, Inc. (the “Company”) is providing these irrevocable instructions to you in connection with the above described Trust Account established in connection with and pursuant to an Investment Management Trust Agreement, dated as of September 27, 2007 between the Company and Continental Stock Transfer & Trust Company as Trustee (the “Trust Agreement”). Upper case terms used herein shall have the meanings ascribed to such terms in the Trust Agreement.

     In the event (i) the Company delivers to you a Termination Letter substantially in the form of Exhibit A to the Trust Agreement and (ii) the Consummation Date (as defined in such Exhibit A) occurs, in addition to the other documents required to be delivered pursuant to Exhibit A of the Trust Agreement, assuming you are the Trustee on such date, then, in consideration for the electronic transfer of 625,609 shares of the Company’s common stock, using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, to an account specified by the Company, on the Consummation Date you are irrevocably instructed to deliver as the initial distribution of funds the sum of $6,105,943.84, which must be delivered to Fir Tree, Inc. in accordance with the bank wire instructions provided to you below:

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Annex 1

     The address for Fir Tree, Inc. is [ADDRESS]. The contact person for Fir Tree, Inc. is Mary Ferrer. She can be reached at (212) 659-4905.

     Kindly acknowledge where indicated below, your receipt and understanding of these instructions and return a copy to Akin Gump Strauss Hauer & Feld LLP, attention: James A. Deeken, facsimile number (214) 969-4343.

     A facsimile signed and electronically delivered copy of this letter shall be deemed an original.

Very truly yours,
HICKS ACQUISITION COMPANY I, INC.
By: Name:	/s/ Joseph B. Armes Joseph B. Armes
Title:	CEO

Acknowledged and Agreed:
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By:	/s/ Steven Nelson
Name:	Steven Nelson
Title:	Chairman, President, Secretary
FIR TREE MASTER FUND, LP
By: Name:	/s/ Brian Meyer Brian Meyer
Title:	Authorized Person

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EX-10.4

Exhibit 10.4

STOCK PURCHASE AGREEMENT

     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 (or October 5, 2009 in the event that the Acquisition is approved by Buyer stockholders); 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 REC, par value $0.0001 per share (the “REC Common Stock”), and REC 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 agrees to upon request of Buyer vote in favor of the Acquisition and such other proposals and 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 28, 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 this 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.

     4. Closing Matters.

               (a) Within two business days 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; provided, that the instructions shall not be effective until Closing.

               (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”). The Company shall use commercially reasonable efforts to cause the trust account to be liquidated on the Closing Date but in no event shall such liquidation occur more than one business day after 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

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Seller against the delivery of the Shares 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. In the event the trust account does not contain sufficient funds to satisfy the Purchase Price on the Closing Date, Buyer shall pay Seller, by wire transfer, such additional amounts from sources other than the trust account to satisfy the Purchase Price. 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 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. Except for the representations contained in this Agreement, 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 performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

               (d) No Legal Advice from Buyer. Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel and investment and tax advisors. Except for the representations contained in this Agreement, Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

               (e) Ownership of Shares. Seller is the legal and beneficial owner of the Shares and will transfer to Buyer on the Closing Date good and marketable title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever. The Seller beneficially owned all of the Shares as of the close of the trading day on August 31, 2009 and has the sole right to exercise conversion rights with respect to all of the Shares.

               (f) Number of Shares. The Shares being transferred pursuant to this Agreement represent all the common stock owned by Seller as of the date hereof.

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               (g) Seller Taxes. Seller understands that Seller (and not the Buyer) shall be responsible for any and all tax liabilities of Seller that may arise as a result of the transactions contemplated by this Agreement.

               (h) Aggregate Purchase Price Negotiated. Seller represents that both the amount of Shares and the Aggregate Purchase Price were negotiated figures by the parties and that the terms and conditions by the parties of this Agreement may differ from arrangements entered into with other holders of Buyer’s common stock.

     6. Representations and Warranties of Buyer. Buyer hereby represents to the Seller that:

               (a) Organization and Authority. Buyer is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

               (b) Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.

               (c) Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

               (d) Independent Investigation. Buyer, in making the decision to purchase the Shares from Seller, has not relied upon any oral or written representations or assurances from Seller or any of its officers, directors, partners or employees or any other representatives or agents of Seller.

               (e) Authority. This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by Seller, 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 Buyer 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 Buyer is a party which would prevent Buyer from performing its obligations hereunder, (ii) any law, statute, rule or regulation to which Buyer is subject or (iii) Buyer’s certificate of incorporation, bylaws and other organizational and constituent documents.

               (f) No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which the Seller will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

               (g) Trust Account. After taking into account all liabilities and other obligations of the Buyer, the trust account contains sufficient funds to satisfy the Purchase Price.

               (h) No Legal Advice from Seller. Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Buyer’s own legal counsel and investment and tax advisors. Buyer is relying solely on such counsel and advisors

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and not on any statements or representations of Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

               (i) Best Price. Buyer has made no Purchase Price Per Share offer to any other party in excess of such Purchase Price Per Share being offered to Seller. If Buyer offers a Purchase Price Per Share to any party in excess of the Purchase Price Per Share offered to Seller (such offer, a “Greater Offer”), Buyer shall (a) inform Seller in writing of the Greater Offer and (b) pay to Seller the difference between (i) the Greater Offer and (ii) the Purchase Price Per Share offered to Seller. For purposes of this Section 6(i), “Purchase Price Per Share” shall not include any fees paid to a third party “aggregator” engaged by the Buyer to buy shares from Buyer stockholders who have indicated an intention to convert their shares and/or vote against the Acquisition.

     7. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect upon the earlier to occur of (a) the termination of the Acquisition and (b) 11:59 pm, eastern daylight time, on September 28, 2009 (or October 5, 2009 in the event that the Acquisition is approved by Buyer stockholders) if the Acquisition has not been consummated by such time. Notwithstanding any provision in this Agreement to the contrary, Buyer’s obligation to purchase the Shares from Seller shall be conditioned on the consummation of the Acquisition.

     8. Covenant of Seller. After the execution of this Agreement and prior to Closing, Seller shall not acquire any common stock, warrants or other securities of HACI or effect any derivative transactions with respect thereto.

     9. Covenant of Buyer. Buyer hereby covenants and agrees that it shall comply with all filing obligations, if any, under the Exchange Act, as amended, with respect to its ownership of the Shares, or the transactions contemplated hereby.

     10. Acknowledgement; Waiver. Seller (i) acknowledges that Buyer may possess or have access to material non-public information which has not been communicated to Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Buyer or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including, without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that Buyer is relying on the truth of the representations set forth in Section 5 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

     11. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

     12. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

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     13. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

     14. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

     15. Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

     16. Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

     17. Seller W-9. Seller agrees to provide to Buyer an Internal Revenue Service Request for Taxpayer Identification Number and Certification Form W-9.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

HICKS ACQUISITION COMPANY I, INC.
By: Name:	/s/ Joseph B. Armes Joseph B. Armes
Title:	CEO
FIR TREE SPAC HOLDINGS I, LLC
By: Name:	/s/ Brian Meyer Brian Meyer
Title:	Authorized Person

Purchase Price Per Share:	$9.76 (subject to adjustment at Closing so that such amount will be an amount per share equal to the amount per share converting stockholders receive pursuant to Section 9.3 of Buyer’s amended and restated certificate of incorporation)
Number of Shares:	2,207,185

Signature Page to
Stock Purchase Agreement

Annex 1

HICKS ACQUISITION COMPANY I, INC.
100 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201

September 22, 2009

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004

Attn: Steven Nelson

Re: Hicks Acquisition Company I, Inc. Trust Account No. 530-065681

Gentlemen:

     Hicks Acquisition Company I, Inc. (the “Company”) is providing these irrevocable instructions to you in connection with the above described Trust Account established in connection with and pursuant to an Investment Management Trust Agreement, dated as of September 27, 2007 between the Company and Continental Stock Transfer & Trust Company as Trustee (the “Trust Agreement”). Upper case terms used herein shall have the meanings ascribed to such terms in the Trust Agreement.

     In the event (i) the Company delivers to you a Termination Letter substantially in the form of Exhibit A to the Trust Agreement and (ii) the Consummation Date (as defined in such Exhibit A) occurs, in addition to the other documents required to be delivered pursuant to Exhibit A of the Trust Agreement, assuming you are the Trustee on such date, then, in consideration for the electronic transfer of 2,207,185 shares of the Company’s common stock, using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, to an account specified by the Company, on the Consummation Date you are irrevocably instructed to deliver as the initial distribution of funds the sum of $21,542,125.60, which must be delivered to Fir Tree, Inc. in accordance with the bank wire instructions provided to you below:

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Annex 1

     The address for Fir Tree, Inc. is [ADDRESS]. The contact person for Fir Tree, Inc. is Mary Ferrer. She can be reached at (212) 659-4905.

     Kindly acknowledge where indicated below, your receipt and understanding of these instructions and return a copy to Akin Gump Strauss Hauer & Feld LLP, attention: James A. Deeken, facsimile number (214) 969-4343.

     A facsimile signed and electronically delivered copy of this letter shall be deemed an original.

Very truly yours,
HICKS ACQUISITION COMPANY I, INC.
By: Name:	/s/ Joseph B. Armes Joseph B. Armes
Title:	CEO

Acknowledged and Agreed:

CONTINENTAL STOCK TRANSFER &
TRUST COMPANY

By:	/s/ Steven Nelson
Name:	Steven Nelson
Title:	Chairman, President, Secretary
FIR TREE SPAC HOLDINGS I, LLC
By: Name:	/s/ Brian Meyer Brian Meyer
Title:	Authorized Person

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EX-10.5

Exhibit 10.5

STOCK PURCHASE AGREEMENT

     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 (or October 5, 2009 in the event that the Acquisition is approved by Buyer stockholders); 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 REC, par value $0.0001 per share (the “REC Common Stock”), and REC 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 agrees to upon request of Buyer vote in favor of the Acquisition and such other proposals and 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 28, 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 this 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.

     4. Closing Matters.

               (a) Within two business days 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; provided, that the instructions shall not be effective until Closing.

               (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”). The Company shall use commercially reasonable efforts to cause the trust account to be liquidated on the Closing Date but in no event shall such liquidation occur more than one business day after 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

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Seller against the delivery of the Shares 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. In the event the trust account does not contain sufficient funds to satisfy the Purchase Price on the Closing Date, Buyer shall pay Seller, by wire transfer, such additional amounts from sources other than the trust account to satisfy the Purchase Price. 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 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. Except for the representations contained in this Agreement, 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 performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

               (d) No Legal Advice from Buyer. Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel and investment and tax advisors. Except for the representations contained in this Agreement, Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

               (e) Ownership of Shares. Seller is the legal and beneficial owner of the Shares and will transfer to Buyer on the Closing Date good and marketable title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever. The Seller beneficially owned all of the Shares as of the close of the trading day on August 31, 2009 and has the sole right to exercise conversion rights with respect to all of the Shares.

               (f) Number of Shares. The Shares being transferred pursuant to this Agreement represent all the common stock owned by Seller as of the date hereof.

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               (g) Seller Taxes. Seller understands that Seller (and not the Buyer) shall be responsible for any and all tax liabilities of Seller that may arise as a result of the transactions contemplated by this Agreement.

               (h) Aggregate Purchase Price Negotiated. Seller represents that both the amount of Shares and the Aggregate Purchase Price were negotiated figures by the parties and that the terms and conditions by the parties of this Agreement may differ from arrangements entered into with other holders of Buyer’s common stock.

     6. Representations and Warranties of Buyer. Buyer hereby represents to the Seller that:

               (a) Organization and Authority. Buyer is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

               (b) Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.

               (c) Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

               (d) Independent Investigation. Buyer, in making the decision to purchase the Shares from Seller, has not relied upon any oral or written representations or assurances from Seller or any of its officers, directors, partners or employees or any other representatives or agents of Seller.

               (e) Authority. This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by Seller, 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 Buyer 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 Buyer is a party which would prevent Buyer from performing its obligations hereunder, (ii) any law, statute, rule or regulation to which Buyer is subject or (iii) Buyer’s certificate of incorporation, bylaws and other organizational and constituent documents.

               (f) No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which the Seller will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

               (g) Trust Account. After taking into account all liabilities and other obligations of the Buyer, the trust account contains sufficient funds to satisfy the Purchase Price.

               (h) No Legal Advice from Seller. Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Buyer’s own legal counsel and investment and tax advisors. Buyer is relying solely on such counsel and advisors

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and not on any statements or representations of Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

               (i) Best Price. Buyer has made no Purchase Price Per Share offer to any other party in excess of such Purchase Price Per Share being offered to Seller. If Buyer offers a Purchase Price Per Share to any party in excess of the Purchase Price Per Share offered to Seller (such offer, a “Greater Offer”), Buyer shall (a) inform Seller in writing of the Greater Offer and (b) pay to Seller the difference between (i) the Greater Offer and (ii) the Purchase Price Per Share offered to Seller. For purposes of this Section 6(i), “Purchase Price Per Share” shall not include any fees paid to a third party “aggregator” engaged by the Buyer to buy shares from Buyer stockholders who have indicated an intention to convert their shares and/or vote against the Acquisition.

     7. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect upon the earlier to occur of (a) the termination of the Acquisition and (b) 11:59 pm, eastern daylight time, on September 28, 2009 (or October 5, 2009 in the event that the Acquisition is approved by Buyer stockholders) if the Acquisition has not been consummated by such time. Notwithstanding any provision in this Agreement to the contrary, Buyer’s obligation to purchase the Shares from Seller shall be conditioned on the consummation of the Acquisition.

     8. Covenant of Seller. After the execution of this Agreement and prior to Closing, Seller shall not acquire any common stock, warrants or other securities of HACI or effect any derivative transactions with respect thereto.

     9. Covenant of Buyer. Buyer hereby covenants and agrees that it shall comply with all filing obligations, if any, under the Exchange Act, as amended, with respect to its ownership of the Shares, or the transactions contemplated hereby.

     10. Acknowledgement; Waiver. Seller (i) acknowledges that Buyer may possess or have access to material non-public information which has not been communicated to Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Buyer or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including, without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that Buyer is relying on the truth of the representations set forth in Section 5 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

     11. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

     12. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

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     13. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

     14. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

     15. Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

     16. Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

     17. Seller W-9. Seller agrees to provide to Buyer an Internal Revenue Service Request for Taxpayer Identification Number and Certification Form W-9.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

HICKS ACQUISITION COMPANY I, INC.
By: Name:	/s/ Joseph B. Armes Joseph B. Armes
Title:	CEO
FIR TREE SPAC HOLDINGS II, LLC
By: Name:	/s/ Brian Meyer Brian Meyer
Title:	Authorized Person

Purchase Price Per Share:	$9.76 (subject to adjustment at Closing so that such amount will be an amount per share equal to the amount per share converting stockholders receive pursuant to Section 9.3 of Buyer’s amended and restated certificate of incorporation)
Number of Shares:	641,138

Signature Page to
Stock Purchase Agreement

Annex 1

HICKS ACQUISITION COMPANY I, INC.
100 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201

September 22, 2009

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004

Attn: Steven Nelson

Re: Hicks Acquisition Company I, Inc. Trust Account No. 530-065681

Gentlemen:

     Hicks Acquisition Company I, Inc. (the “Company”) is providing these irrevocable instructions to you in connection with the above described Trust Account established in connection with and pursuant to an Investment Management Trust Agreement, dated as of September 27, 2007 between the Company and Continental Stock Transfer & Trust Company as Trustee (the “Trust Agreement”). Upper case terms used herein shall have the meanings ascribed to such terms in the Trust Agreement.

     In the event (i) the Company delivers to you a Termination Letter substantially in the form of Exhibit A to the Trust Agreement and (ii) the Consummation Date (as defined in such Exhibit A) occurs, in addition to the other documents required to be delivered pursuant to Exhibit A of the Trust Agreement, assuming you are the Trustee on such date, then, in consideration for the electronic transfer of 641,138 shares of the Company’s common stock, using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, to an account specified by the Company, on the Consummation Date you are irrevocably instructed to deliver as the initial distribution of funds the sum of $6,257,506.88, which must be delivered to Fir Tree, Inc. in accordance with the bank wire instructions provided to you below:

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Annex 1

     The address for Fir Tree, Inc. is [ADDRESS]. The contact person for Fir Tree, Inc. is Mary Ferrer. She can be reached at (212) 659-4905.

     Kindly acknowledge where indicated below, your receipt and understanding of these instructions and return a copy to Akin Gump Strauss Hauer & Feld LLP, attention: James A. Deeken, facsimile number (214) 969-4343.

     A facsimile signed and electronically delivered copy of this letter shall be deemed an original.

Very truly yours,
HICKS ACQUISITION COMPANY I, INC.
By: Name:	/s/ Joseph B. Armes Joseph B. Armes
Title:	CEO

Acknowledged and Agreed:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
Name:
Title:
FIR TREE SPAC HOLDINGS II, LLC
By: Name:	/s/ Brian Meyer Brian Meyer
Title:	Authorized Person

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EX-10.6

Exhibit 10.6

STOCK PURCHASE AGREEMENT

     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 (or October 5, 2009 in the event that the Acquisition is approved by Buyer stockholders); 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 REC, par value $0.0001 per share, (the “REC Common Stock”), and REC 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 agrees to upon request of Buyer vote in favor of the Acquisition and such other proposals and 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 28, 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). This Section 2 shall be governed by the laws of the State of Delaware.

     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 this 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.

     4. Closing Matters.

          (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 against delivery of the Shares 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

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transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct 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 performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

          (d) No Legal Advice from Buyer. Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel and investment and tax advisors. Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

          (e) Ownership of Shares. Seller is the legal and beneficial owner of the Shares and will transfer to Buyer on the Closing Date good and marketable title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever. The Seller beneficially owned all of the Shares as of the close of the trading day on August 31, 2009 and has the sole right to exercise conversion rights with respect to all of the Shares.

          (f) Number of Shares. The Shares being transferred pursuant to this Agreement represent all the common stock owned by Seller as of the date hereof.

          (g) Seller Taxes. Seller understands that Seller (and not the Buyer) shall be responsible for any and all tax liabilities of Seller that may arise as a result of the transactions contemplated by this Agreement.

          (h) Aggregate Purchase Price Negotiated. Seller represents that both the amount of Shares and the Aggregate Purchase Price were negotiated figures by the parties and that the terms and conditions by the parties of this Agreement may differ from arrangements entered into with other holders of Buyer’s common stock.

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     6. Representations and Warranties of Buyer. Buyer hereby represents to the Seller that:

          (a) Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

          (b) Independent Investigation. Buyer, in making the decision to purchase the Shares from Seller, has not relied upon any oral or written representations or assurances from Seller or any of its officers, directors, partners or employees or any other representatives or agents of Seller.

          (c) Authority. This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by Seller, 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 Buyer 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 Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

          (d) No Legal Advice from Seller. Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Buyer’s own legal counsel and investment and tax advisors. Buyer is relying solely on such counsel and advisors and not on any statements or representations of Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

     7. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect upon the termination of the Acquisition. Notwithstanding any provision in this Agreement to the contrary, Buyer’s obligation to purchase the Shares from Seller shall be conditioned on the consummation of the Acquisition.

     8. Covenant of Seller. After the execution of this Agreement and prior to Closing, Seller shall not acquire any common stock, warrants or other securities of HACI or effect any derivative transactions with respect thereto.

     9. Acknowledgement; Waiver. Seller (i) acknowledges that Buyer may possess or have access to material non-public information which has not been communicated to Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Buyer or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including, without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that Buyer is relying on the truth of the representations set forth in Section 5 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

     10. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

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     11. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York (except to the extent otherwise provided in Section 2). Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

     12. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

     13. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

     14. Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

     15. Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

     16. Trust Waiver. HACI’s initial public offering was consummated on October 3, 2007 as a result of which it received net proceeds of $529.1 million which are held in a trust fund established by HACI for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. Treasury Bills with a maturity with a maturity of 180 days or less in a trust account at JPMorgan Chase Bank, N.A. and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of September 27, 2007, between HACI and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, HACI may disburse monies from the Trust Fund only: (i) to HACI in limited amounts from time to time (and in no event more than $6,555,000 in total) in order to permit HACI to pay its operating expenses; (ii) if HACI completes an initial business combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in HACI’s initial public offering but whose payment they have deferred, and then to HACI; and (iii) if HACI fails to complete an initial business combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Fund, to HACI’s public stockholders (as such term is defined in the agreement governing the Trust Fund). Seller agrees that, notwithstanding any other provision contained in this Agreement, it does not now have, and shall not at any time prior to the consummation of the Acquisition have any claim to, or make any claim against, the Trust Fund arising out of or in connection with this Agreement or the Acquisition, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 16 as the “Claims”). Seller hereby irrevocably waives any Claim it may have, now or in the future arising under this Agreement or otherwise, and will not seek recourse

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against, the Trust Fund for any reason whatsoever in respect thereof other than any amount constituting the Aggregate Purchase Price that is payable in accordance with the terms of this Agreement. This waiver is intended and shall be deemed and construed to be irrevocable and absolute on the part of Seller, and shall be binding on its subsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors, all other associates and affiliates, and its and their respective heirs, successors and assigns, as the case may be. Seller acknowledges that it benefits from this Agreement and that HACI is entering into this Agreement upon reliance on this Section 16. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement; in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to HACI, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of HACI, whether in the form of money damages or injunctive relief, HACI shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

     17. Seller W-9. Seller agrees to provide to Buyer an Internal Revenue Service Request for Taxpayer Identification Number and Certification Form W-9.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

HICKS ACQUISITION COMPANY I, INC.
By:	/s/ Joseph B. Armes
Name:	Joseph B. Armes
Title:	CEO

WESTCHESTER CAPITAL MANAGEMENT, INC.
By:
Name:
Title:

Purchase Price Per Share:	$9.77 (subject to adjustment at Closing so that such amount will be an amount per share equal to the amount per share converting stockholders receive pursuant to Section 9.3 of Buyer’s amended and restated certificate of incorporation)
Number of Shares:	897,600

Signature Page to
Stock Purchase Agreement

Annex 1

HICKS ACQUISITION COMPANY I, INC.
100 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201

September 22, 2009

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004

Attn: Steven Nelson

          Re:      Hicks Acquisition Company I, Inc. Trust Account No. 530-065681

Gentlemen:

     Hicks Acquisition Company I, Inc. (the “Company”) is providing these irrevocable instructions to you in connection with the above described Trust Account established in connection with and pursuant to an Investment Management Trust Agreement, dated as of September 27, 2007 between the Company and Continental Stock Transfer & Trust Company as Trustee (the “Trust Agreement”).Upper case terms used herein shall have the meanings ascribed to such terms in the Trust Agreement.

     In the event (i) the Company delivers to you a Termination Letter substantially in the form of Exhibit A to the Trust Agreement and (ii) the Consummation Date (as defined in such Exhibit A) occurs, in addition to the other documents required to be delivered pursuant to Exhibit A of the Trust Agreement, assuming you are the Trustee on such date, then, in consideration for the electronic transfer of 897,600 shares of the Company’s common stock, using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, to an account specified by the Company, on the Consummation Date you are irrevocably instructed to deliver as the initial distribution of funds the sum of $8,769,552, which must be delivered in accordance with the bank wire instructions provided to you below:

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Annex 1

     The address for Westchester Capital Management, Inc. is 100 Summit Lake Drive, Valhalla, NY 10595. The contact person for Westchester Capital Management, Inc. is Roy Behren. He can be reached at (914) 741-5600.

     Kindly acknowledge where indicated below, your receipt and understanding of these instructions and return a copy to Akin Gump Strauss Hauer & Feld LLP, attention: James A. Deeken, facsimile number (214) 969-4343.

     A facsimile signed and electronically delivered copy of this letter shall be deemed an original.

Very truly yours, HICKS ACQUISITION COMPANY I, INC.
By:	/s/ Joseph B. Armes
Name:	Joseph B. Armes
Title:	CEO

Acknowledged and Agreed:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ Steven Nelson
Name:	Steven Nelson
Title:	Chairman, President, Secretary
WESTCHESTER CAPITAL MANAGEMENT, INC.
By:
Name:
Title:

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EX-10.7

Exhibit 10.7

SHARE PURCHASE AGREEMENT

     AGREEMENT, dated as of September 22, 2009 between Hicks Acquisition Company I, Inc., a Delaware corporation (“Parent”), and Milton Arbitrage Partners, LLC, a Delaware limited liability company (“Stockholder”).

     WHEREAS, Parent has requested Stockholder, and Stockholder has agreed, to enter into this Agreement with respect to the number of shares of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) set forth on Schedule 1 hereto that Stockholder beneficially owns (the “Shares”).

     WHEREAS, Stockholder has agreed not to transfer any of the Shares to any Person prior to the Closing of that certain Purchase and IPO Reorganization Agreement dated as of August 2, 2009 (as amended, the “Transaction Agreement”) among the Parent, Resolute Holdings, LLC (the “Company”) and the other parties named therein, pursuant to which Parent has agreed to merge with an affiliate of the Company (the “Transaction”).

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
Purchase and Sale

     Section 1. Purchase and Sale of the Shares. (a) at the Share Sale Closing (as defined hereinafter), and subject to the provisions of Sections 4.05 and 4.06, Stockholder and all of its Affiliates shall sell to Parent, and Parent shall purchase from Stockholder and all of its Affiliates, the Shares for a purchase price per Share (the “Purchase Price Per Share”), in cash equal to $9.78. (the “Purchase Price”).

     (b) The closing of the purchase and sale of the Shares shall occur on the date on which (i) the Trust Account is liquidated and (ii) Stockholder delivers the Shares to Parent (the “Share Sale Closing”). Parent shall use commercially reasonable efforts to cause the trust account to be liquidated on the date of Closing but in no event shall such liquidation occur more than three business days after the Closing. At the Share Sale Closing, (i) in the case of Shares that are certificated, (A) Parent shall cause its transfer agent to deliver to Stockholder the aggregate Purchase Price, from the Account (as defined hereinafter), for such Shares in immediately available funds by wire transfer to the order of the Stockholder and (B) Stockholder and all of its Affiliates shall deliver to Parent a certificate or certificates evidencing such Shares duly endorsed or accompanied by a written instrument or instruments of transfer in form satisfactory to Parent’s transfer agent, duly executed by Stockholder and its Affiliates or by the duly appointed representative thereof and (ii) in the case of Shares that are not

certificated, (A) Stockholder (on behalf of itself and all of its Affiliates) shall cause their respective brokers or banks to have the Shares delivered to Parent’s transfer agent, Continental Stock Transfer & Trust Company, electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system and (B) Parent shall cause its transfer agent to deliver to Stockholder the aggregate Purchase Price, from the Account, for such Shares in immediately available funds by wire transfer to the order of the Stockholder.

ARTICLE 2
Voting Agreement; Grant of Proxy; waiver of rights

     Section 2.01. Voting Agreement. From the date hereof and until the Closing, Stockholder and all if its Affiliates hereby agree to vote or exercise their rights to consent with respect to the Shares at the time of any stockholder vote or action by written consent to approve and adopt, as set forth in the Company’s proxy statement: (i) the Transaction; (ii) amendments to the Parent Certificate of Incorporation; (iii) the adjournment proposal; (iv) the election of four directors; and (v) any actions related thereto at any meeting of the stockholders of Parent, and at any adjournment thereof, at which the Transaction Agreement and other related agreements (or any amended version thereof), or such other actions, are submitted for the consideration and vote of the stockholders of Parent. Stockholder and all of its Affiliates hereby agree that they will not vote any of the Shares in favor of, or consent to, and will vote against and not consent to, the approval of any corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Transaction Agreement; provided, however, Stockholder shall have no obligation to vote in favor of any extension of time beyond the current Termination Date as set forth in Parent’s Amended and Restated Certificate of Incorporation.

     Section 2.02. Irrevocable Proxy. Stockholder and all of its Affiliates hereby revoke any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder and all of its Affiliates hereby grant a proxy appointing Parent as the attorney-in-fact and proxy of Stockholder and all of its Affiliates, with full power of substitution, for and in the Stockholder’s and all of its Affiliates’ name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 2.01 as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder and all of its Affiliates pursuant to this Article 2.02 is irrevocable and is granted in consideration of Parent entering into this Agreement. The proxy granted by Stockholder and all of its Affiliates shall be revoked upon termination of this Agreement in accordance with its terms. If the Stockholder and all of its Affiliates are not the record holders of the Shares, concurrent with the execution of this Agreement, Stockholder (on behalf of itself and all of its Affiliates) shall cause their respective brokers or

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banks to deliver to Parent a legal proxy, substantially in form of Exhibit A attached hereto.

     Section 2.03. Waiver of Right of Redemption. By entering into this Agreement, Stockholder and all of its Affiliates hereby waive their rights to redeem the Shares. The waiver granted by Stockholder and all of its Affiliates pursuant to this Article 2.03 is irrevocable and is granted in consideration of Parent entering into this Agreement. The waiver granted by Stockholder and all of its Affiliates shall be revoked upon the Termination of this Agreement.

ARTICLE 3
Representations and Warranties of Stockholder

     Stockholder represents and warrants to Parent as of the date hereof and as of the Share Sale Closing that:

     Section 3.01. Authorization. The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are within the corporate and all other powers of Stockholder and have been duly authorized by all necessary corporate and all other action. This Agreement constitutes a valid and binding Agreement of Stockholder.

     Section 3.02. Non-Contravention. The execution, delivery and performance by Stockholder of this agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws of Stockholder, (ii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Stockholder or any of its Affiliates is entitled under any provision of any agreement or other instrument binding on such Person or (iii) result in the imposition of any Lien on any asset of Stockholder or any of its Affiliates.

     Section 3.03. Ownership of Shares. Each of Stockholder and its Affiliates is the legal and beneficial owner of the Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares.

     Section 3.04. Total Shares. The Shares being purchased by Parent pursuant to this Agreement and set forth on Schedule 1 represent all the Parent Common Stock owned by Seller as of the date hereof.

     Section 3.05 Information. (a) Stockholder is an informed and sophisticated investor, and has engaged expert advisors, experienced in transactions of the type contemplated by this Agreement. Stockholder has been

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given the opportunity to ask questions of and receive answers from Parent concerning Parent and the Company, the consideration to be received, the transactions contemplated herein and all other related matters. Stockholder further represents that it has been furnished with, and has evaluated, all information it deems necessary, desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. In evaluating the suitability of the transactions contemplated herein, Stockholder has not relied upon any other representations or other information (other than as contemplated by the preceding sentences and this Agreement) whether oral or written made by or on behalf of Parent.

     (b) Each of Stockholder and its Affiliates understands and acknowledges that Parent has access to (and may be or is in possession of ) information about the Company, Parent and the Shares (which may include material, non-public information) that may be or is material and superior to the information available to Stockholder and its Affiliates, that Stockholder and its Affiliates do not have access to such information, and that Parent is not sharing any such information with Stockholder or its Affiliates. Each of Stockholder and its Affiliates represents to Parent that it, together with its professional advisers, is capable of evaluating the risks associated with a transaction involving the Shares, including the risk of transacting on the basis of inferior information, and that it is capable of sustaining any loss resulting therefrom without material injury.

     Section 3.06 Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder or any of its Affiliates.

ARTICLE 4
Representations and Warranties of Parent

     Parent represents and warrants to Stockholder and its Affiliates as of the date hereof and as of the Share Sale Closing that:

     Section 4.01. Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

     Section 4.02. Non-Contravention. The execution, delivery and performance by Parent of this agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of

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incorporation or bylaws of Parent, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Parent is entitled under any provision of any agreement or other instrument binding on Parent or (iv) result in the imposition of any Lien on any asset of Parent.

     Section 4.03 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Parent required in connection with the consummation of the transactions contemplated in this Agreement have been or shall have been obtained prior to and be effective as of the Closing.

     Section 4.04 Sophisticated Buyer; Independent Investigation. Parent is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Stockholder. Parent, in making the decision to purchase the Shares from Stockholder, has not relied upon any oral or written representations or assurances from Stockholder or any of its officers, directors, partners or employees or any other representatives or agents of Stockholder.

     Section 4.05 Trust Account. Parent’s Trust Account contains sufficient funds to satisfy the full payment of the Purchase Price. Furthermore, upon the liquidation of the Trust Account, Parent shall cause its transfer agent to distribute funds in the full amount of the Purchase Price to a bank account established by the transfer agent for the sole purpose of the payment of the Purchase Price at the Share Sale Closing. In the event the Trust Account does not contain sufficient funds to satisfy the Purchase Price at the Share Sale Closing, Parent, or its Affiliates, shall satisfy the Purchase Price from sources other than the Trust Account, by wire transfer to the order of Stockholder, or its Affiliates.

     Section 4.06 Best Price. Parent has made no Purchase Price Per Share offer to any other party in excess of such Purchase Price Per Share being offered to Stockholder (or its Affiliates). If Parent offers a Purchase Price Per Share to any party in excess of the Purchase Price Per Share offered to Stockholder (any such offer, a “Greater Offer”), Parent shall (a) inform Stockholder in writing of the Greater Offer pursuant to Section 7.10 and (b) within three business days, shall pay to Stockholder the difference between (A) the Greater Offer and (B) the Purchase Price Per Share offered to Stockholder. For purposes of this Section 4.06, “Purchase Price Per Share” shall not include any fees paid to a third party “aggregator” engaged by the Parent to buy shares from Parent stockholders who have indicated an intention to convert their shares and/or vote against the Transaction.

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ARTICLE 5
Covenants

     Stockholder hereby covenants and agrees that:

     Section 5.01. No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder and its Affiliates shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of the Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance or other disposition of, any of the Shares during the term of this Agreement. Each of Stockholder and its Affiliates shall not seek or solicit any such assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent promptly, and to provide all details requested by Parent, if Stockholder or any of its Affiliates shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

     Parent hereby covenants and agrees that:

     Section 5.02 Filing Obligations. Parent shall comply with all filing obligations, if any, under the Securities Exchange Act of 1934, as amended, with respect to its ownership of the Shares, or the transactions contemplated by this Agreement.

ARTICLE 6
Conditions

     Section 6.01. Conditions to Share Sale Closing. (a) Each party’s obligations to consummate the Share Sale Closing shall be subject to the conditions that (i) the Closing shall have occurred and (ii) the other party’s representations and warranties are true and correct and the other party shall have complied with its agreements and covenants.

     (b) Parent shall have delivered to Stockholder, in substantially the form of Exhibit B hereof, instructions to its transfer agent which shall be irrevocable in all respects as of the date hereof (the “Irrevocable Instructions”); provided, however, if Parent makes a Greater Offer, the Irrevocable Instructions shall be amended and revised to reflect such changes to the Purchase Price and the Shares to be delivered (if applicable).

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ARTICLE 7
Miscellaneous

     Section 7.01. Definitional and Interpretative Provisions. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Transaction Agreement. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are joint and several. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

     Section 7.02. Further Assurances. Parent and Stockholder and its Affiliates will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use it reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law, to consummate and make effective the transactions contemplated by this Agreement.

     Section 7.03. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate upon the earlier of (i) the termination of the Transaction Agreement in accordance with its terms and (ii) 11:59 pm, eastern time, on October 31, 2009 (either occurrence, the “Termination”).

     Section 7.04. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

     Section 7.05. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto.

     Section 7.06. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

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     Section 7.07. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

     Section 7.08. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

     Section 7.09. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity.

     Section 7.10. Notice. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile transmission to the address or fax number most recently provided to such Person or such other address or fax number as may be designated in writing by such Person. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

     Section 7.11. Non-Waiver of Claims. Unless and until the Purchase Price, as revised by Section 4.06, is paid to Stockholder, Parent, and its Affiliates, acknowledge and agree that Stockholder, and its Affiliates, shall have, a claim to, or against, the Trust Account and any assets contained therein, as well as Parent and its Affiliates, for the full amount of the Purchase Price, as revised by Section 4.06 and that Stockholder shall be entitled to recover from Parent, and its Affiliates, the associated legal fees and costs in connection with any such action to recover the Purchase Price. Assuming the Purchase Price is paid, Stockholder acknowledges that it waives any right, title or interest it may have in receiving any such Resolute Energy Corporation common stock distributed pursuant to the Transaction in exchange for Parent Common Stock (as it would be receiving the Purchase Price in lieu of such shares of Resolute Energy Corporation common stock).

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

HICKS ACQUISITION COMPANY I, INC.
By:	/s/ Joseph B. Armes
	Name:	Joseph B. Armes
	Title:	CEO
MILTON ARBITRAGE PARTNERS, LLC
By:	/s/ James E. Buck II
	Name:	James E. Buck II
	Title:	Managing Member, Milton Arbitrage Partners LLC

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Schedule 1

Holder	No. of Shares
J.E. and Z.B. Butler Foundation		96,712	$	945,843.36
Admiral Insurance		493,068	$	4,822,205.04
Berkley Insurance Co		785,215	$	7,679,402.70
Milton Arbitrage Partners, LLC		6,395	$	62,543.10
Berkley Reginoal Insurance Co.		302,935	$	2,962,704.30
Nautilus Insurance Company		143,876	$	1,407,107.28
TOTAL		1,828,201	$	17,879,805.78

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Exhibit A

LEGAL PROXY

KNOW ALL PERSONS BY THESE PRESENTS, that we
[Stockholder]¹
the undersigned holder of [                     ]² shares of common stock of
HICKS ACQUISITION COMPANY I, INC.
do hereby revoke any proxy hereunder given by us for said securities;

Further know, that we hereby appoint and constitute

[Name of Proxy]³

or either or any of them, as our true and lawful attorney to vote as our proxy, for said securities only, in our stead at the SPECIAL meeting of stockholders of Hicks Acquisition Co I, or at any adjournment thereof, on any matter which may properly and legally come before such meeting, including, but not limited to, the election of directors, if any;

And finally know, that we appoint the above named to act in the same capacity and as fully as we could act if we were personally present at such meeting.

CUSIP:
MEETING DATE: 09/24/2009

DATED: SIGNED:

1	Insert the name of the Stockholder or its Affiliate.
2	Insert number of Shares.
3	Insert name of Proxy.

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Exhibit B

[HACI LETTERHEAD]

August ___, 2009

Continental Stock Transfer & Trust Company
[ADDRESS]

Attn:

Re:      Trust Account No.

Gentlemen:

     Hicks Acquisition Company I, Inc. (the “Company”) is providing these irrevocable instructions to you in connection with the above described Trust Account established in connection with and pursuant to an [Agreement] dated as of [DATE] between the Company and Continental Stock Transfer & Trust Company as Trustee (the “Trust Agreement”). Upper case terms used herein shall have the meanings ascribed to such terms in the Trust Agreement.

     In the event the Company delivers to you a Termination Letter substantially in the form of [Exhibit A] to the Trust Agreement, in addition to the other documents required to be delivered pursuant to [Exhibit A] of the Trust Agreement, assuming you are the Trustee on such date, then, upon the liquidation of the Company’s Trust Account, who shall establish a separate bank account for the sole purpose of the payment of the sum specified below (the “Account”). In consideration for the electronic transfer of [NUMBER] shares of the Company’s common stock, using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, to an account specified by the Company, you are irrevocably instructed to deliver the sum of [AMOUNT] from the Account, which must be delivered in accordance with the bank wire instructions provided to you below:

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Exhibit B

[INSERT WIRE INSTRUCTIONS] See Schedule 1

     The contact person for Milton Arbitrage Partners, LLC is James E. Buck II. He can be reached at (203)-629-7500.

     Kindly acknowledge where indicated below, your receipt and understanding of these instructions and return a copy to [DPW], attn: [PERSON], facsimile number [NUMBER].

     A facsimile signed and electronically delivered copy of this letter shall be deemed an original.

Very truly yours, HICKS ACQUISITION COMPANY I, INC.
By:	/s/ Joseph B. Armes
Name:	Joseph B. Armes
Title:	CEO

Acknowledged and Agreed: AMERICAN STOCK TRANSFER & TRUST COMPANY
By:
Name:
Title:
MILTON ARBITRAGE PARTNERS, LLC
By:	/s/ James E. Buck II
Name:	James E. Buck II
Title:	Managing Member, Milton Arbitrage Partners LLC

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EX-10.8

Exhibit 10.8

STOCK PURCHASE AGREEMENT

     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 (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; 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 if the sale hereunder is consummated. 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. Notwithstanding the foregoing, such waiver shall not be effective in the event that the sale contemplated by this Agreement does not close.

     4. Closing Matters.

          (a) Within three business days of the date of this Agreement, but in no event later than September 23, 2009, (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

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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 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 performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

          (d) No Legal Advice from Buyer. Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel and investment and tax advisors. Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

          (e) Ownership of Shares. Seller is the legal and beneficial owner of the Shares and will transfer to Buyer on the Closing Date good and marketable title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever. The Seller beneficially owned all of the Shares as of the close of the trading day on August 31, 2009 and has the sole right to exercise conversion rights with respect to all of the Shares.

          (f) Seller Taxes. Seller understands that Seller (and not the Buyer) shall be responsible for any and all tax liabilities of Seller that may arise as a result of the transactions contemplated by this Agreement.

          (g) Aggregate Purchase Price Negotiated. Seller represents that both the amount of Shares and the Aggregate Purchase Price were negotiated figures by the parties as a result of arm’s-length negotiations and that the terms and conditions by the parties of this Agreement may differ from arrangements entered into with other holders of Buyer’s common stock as a result of such arm’s-length negotiations.

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     6. Representations and Warranties of Buyer. Buyer hereby represents to the Seller that:

          (a) Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

          (b) Independent Investigation. Buyer, in making the decision to purchase the Shares from Seller, has not relied upon any oral or written representations or assurances from Seller or any of its officers, directors, partners or employees or any other representatives or agents of Seller.

          (c) Authority. This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by Seller, 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 Buyer 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 Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

          (d) No Legal Advice from Seller. Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Buyer’s own legal counsel and investment and tax advisors. Buyer is relying solely on such counsel and advisors and not on any statements or representations of Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

     7. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect upon the termination of the Acquisition. Notwithstanding any provision in this Agreement to the contrary, Buyer’s obligation to purchase the Shares from Seller shall be conditioned on the consummation of the Acquisition.

     For the avoidance of any doubt and notwithstanding anything to the contrary in this Agreement, any agreement or obligation of Seller under Section 1 through Section 4 of this Agreement or any obligation assumed by Seller under this Agreement shall be null and void and of no force and effect upon the termination of the Acquisition Agreement or this Agreement or if the Aggregate Purchase Price is not paid to Seller on the Closing Date. For the purposes of clarity, in no event shall Seller sell the Shares unless the Aggregate Purchase Price is paid at Closing.

     8. [Intentionally Blank].

     9. Acknowledgement; Waiver. Seller (i) acknowledges that Buyer may possess or have access to material non-public information which has not been communicated to Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Buyer or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including, without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that Buyer is relying on the truth of the representations set forth in Section 5 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

     10. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken

4

together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

     11. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

     12. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

     13. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

     14. Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

     15. Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

     16. Trust Waiver. Seller agrees that, provided the Aggregate Purchase Price is indefeasibly paid to Seller, Seller hereby irrevocably waives any claim to, or against, the Trust Fund arising out of or in connection with this Agreement or the Acquisition, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability, and in the event that the Aggregate Purchase Price is not indefeasibly paid to Seller, any such claims shall be limited to claims for the Aggregate Purchase Price payable in accordance with the terms of this Agreement or for the liquidation value per share Seller is otherwise entitled to receive. “Trust Fund” shall mean the net proceeds of HACI’s initial public offering in the amount of $529.1 million which are held in a trust fund, plus accrued interest thereon, established by HACI for the benefit of its public stockholders.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

HICKS ACQUISITION COMPANY I, INC.
By:	/s/ Joseph B. Armes
	Name:	Joseph B. Armes
	Title:	CEO
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Ramakrishna Putcha
	Name:	Ramakrishna Putcha
	Title:	Managing Director

Purchase Price Per Share:	$9.76 (subject to adjustment at Closing so that such amount will be an amount per share equal to the amount per share converting stockholders receive pursuant to Section 9.3 of Buyer’s amended and restated certificate of incorporation)
Number of Shares:	250,000

Signature Page to
Stock Purchase Agreement

Annex 1

HICKS ACQUISITION COMPANY I, INC.
100 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201

September 22, 2009

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004

Attn: Steven Nelson

Re: Hicks Acquisition Company I, Inc. Trust Account No. 530-065681

Gentlemen:

     Hicks Acquisition Company I, Inc. (the “Company”) is providing these irrevocable instructions to you in connection with the above described Trust Account established in connection with and pursuant to an Investment Management Trust Agreement, dated as of September 27, 2007 between the Company and Continental Stock Transfer & Trust Company as Trustee (the “Trust Agreement”). Upper case terms used herein shall have the meanings ascribed to such terms in the Trust Agreement.

     In the event (i) the Company delivers to you a Termination Letter substantially in the form of Exhibit A to the Trust Agreement and (ii) the Consummation Date (as defined in such Exhibit A) occurs, in addition to the other documents required to be delivered pursuant to Exhibit A of the Trust Agreement, assuming you are the Trustee on such date, then, in consideration for the electronic transfer of 250,000 shares of the Company’s common stock, using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, to an account specified by the Company, on the Consummation Date you are irrevocably instructed to deliver as the initial distribution of funds the sum of $2,440,000.00, which must be delivered to Citigroup Global Markets Inc. in accordance with the bank wire instructions provided to you below:

1

Annex 1

     The address for Citigroup Global Markets Inc. is [ADDRESS]. The contact person for Citigroup Global Markets Inc. is Lalit Das. He can be reached at 44 20 7866 4714.

     Kindly acknowledge where indicated below, your receipt and understanding of these instructions and return a copy to Akin Gump Strauss Hauer & Feld LLP, attention: James A. Deeken, facsimile number (214) 969-4343.

     A facsimile signed and electronically delivered copy of this letter shall be deemed an original.

Very truly yours, HICKS ACQUISITION COMPANY I, INC.
By:	/s/ Joseph B. Armes
	Name:	Joseph B. Armes
	Title:	CEO

Acknowledged and Agreed:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
	Name:
	Title:
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Ramakrishna Putcha
	Name:	Ramakrishna Putcha
	Title:	Managing Director

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EX-10.9

Exhibit 10.9

AGREEMENT

     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 HACI common stock issued in the IPO exercise their Conversion Rights.

     NOW, THEREFORE, the undersigned parties agree as follows:

     1. Agreement to Make Purchases of HACI Common Stock. Victory Park (and any other purchasers acceptable to Victory Park and HACI (collectively, “VP Purchasers”) agrees to use its reasonable best efforts to make simultaneous privately negotiated purchases of up to approximately 4.5 million shares of HACI common stock (with the exact number to be specified by HACI pursuant to a Purchase Directive) prior to September 25, 2009, provided that (i) the VP

Purchasers will not execute any purchases until directed via electronic mail sent by HACI to bcarroll@vpcadvisors.com (the “Purchase Directive”) (which such Purchase Directive will include the price per share of such purchases and the aggregate amount of shares up to which the VP Purchasers may purchase) and (ii) HACI agrees to enter into the form of forward contract (“Forward Contract Arrangement”) attached hereto as Annex A with the relevant VP Purchaser for the purchase by HACI of the shares of HACI common stock purchased in accordance with a Purchase Directive.

     2. Fees. In addition, in exchange for its services in aggregating blocks of shares for purchase by the VP Purchasers from HACI stockholders, as set forth in Section 1 above, that have indicated an intention to convert their shares of Buyer common stock and or vote against the Acquisition, Buyer will pay to the VP Purchasers a fee equal to one percent of the Aggregate Purchase Price (as defined in the Forward Contract Agreement) at Closing (as defined in the Forward Contract Agreement) with respect to shares of common stock purchased in accordance with a Purchase Directive.

     3. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement, including, without limitation, legal fees and expenses and all other out-of-pocket costs and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated thereby, shall be the obligation of the respective party incurring such fees and expenses; provided that HACI shall pay up to $25,000 of the documented costs and expenses incurred by Victory Park in connection with the transactions contemplated by this Agreement (the “Reimbursable Expenses”).

     4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     5. Governing Law; Jurisdiction. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and irrevocably waive trial by jury.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

HICKS ACQUISITION COMPANY I, INC.
By:	/s/ Robert M. Swartz
	Name:	Robert M. Swartz
	Title:	Senior Vice President
VICTORY PARK CAPITAL ADVISORS, LLC
By:	/s/ Scott R. Zemnick
	Name:	Scott R. Zemnick
	Title:	General Counsel

 
 
 
Signature Page to
Agreement

ANNEX A

FORM OF FORWARD CONTRACT

(attached)

 
 
 
Annex A

EX-10.10

Exhibit 10.10

STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this [___]st day of September, 2009 between Hicks Acquisition Company I, Inc., a Delaware corporation (“Buyer” or “HACI”), 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 (the “Trust Account”) maintained by Continental Stock Transfer and Trust Company (“Trustee”) 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 (or October 5, 2009 in the event that the Acquisition is approved by Buyer stockholders); 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 (the “Acquisition Agreement”), 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 (collectively, the “Acquisition”); 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, for and 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:

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     1. Purchase. Subject to Section 8, Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller at the Closing (as defined in Section 4(c)) the Shares at the Purchase Price Per Share, for the Aggregate Purchase Price.

     2. Agreement not to Convert; Appointment of Proxy and Attorney-in-Fact. In further consideration of the Aggregate Purchase Price, provided that the representations and warranties made by Buyer in Section 6 hereof are true and correct in all material respects on the date of the stockholder meeting in connection with the approval of the Acquisition with the same effect as though made on such date and Buyer has complied in all material respects with its obligations set forth in this Agreement through such date, 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 and 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 agrees to upon request of Buyer vote in favor of the Acquisition and such other proposals and 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 28, 2009. This proxy is coupled with an interest in the Shares 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), provided that the representations and warranties made by Buyer in Section 6 hereof are true and correct in all material respects on the date of the stockholder meeting in connection with the approval of the Acquisition with the same effect as though made on such date and Buyer has complied in all material respects with its obligations set forth in this Agreement through such date. This section 2 shall be governed by the laws of the State of Delaware.

     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 therefor in accordance with the terms of this 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. Notwithstanding the foregoing, such waiver shall not be effective in the event that Seller does not receive the Aggregate Purchase Price pursuant to the terms of this Agreement.

     4. Closing Matters.

               (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

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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 I hereto to Trustee.

               (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 in connection with the consummation of the Acquisition, which shall occur no later than 11:59 p.m. eastern daylight time on September 28, 2009 (or 11:59 p.m. eastern daylight time on September 30, 2009 in the event that the Acquisition is approved by Buyer stockholders) (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 in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller against delivery of the Shares 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 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.

               (d) In the event that the Acquisition is not consummated by 11:59 p.m. eastern daylight time on September 28, 2009 (or 11:59 p.m. eastern daylight time on September 30, 2009 in the event that the Acquisition is approved by Buyer stockholders) and Buyer has not dissolved and liquidated its assets by September 30, 2009, then Buyer shall pay to Seller in immediately available funds, until Buyer liquidates and distributes its assets to its stockholders, an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute its assets in accordance with Delaware law if the Acquisition is not consummated by 11:59 p.m. eastern daylight time on September 28, 2009 (or 11:59 p.m. eastern daylight time on September 30, 2009 in the event that the Acquisition is approved by Buyer stockholders).

               (e) In the event that the Acquisition is consummated and Seller has not received the Aggregate Purchase Price by September 30, 2009, then Buyer shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made.

     5. Representations and Warranties of the Seller. Seller makes the following representations and warranties to and for the benefit of Buyer on the date hereof and on the Closing.

               (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, except as are contained in this Agreement. Seller has had access to all of the filings made by HACI with the SEC, pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933, as

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amended (the “Securities Act”) 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 performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

               (d) No Legal Advice from Buyer. Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel and investment and tax advisors. Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement. Seller represents, warrants and covenants that any actions that it takes with respect to common stock of Buyer will be in compliance with applicable securities laws.

               (e) Ownership of Shares. Seller is the legal and beneficial owner of the Shares and will transfer to Buyer on the Closing Date good title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever, except as otherwise agreed to in writing to Buyer. Seller has the sole right to exercise Conversion Rights with respect to the Shares.

               (f) Number of Shares. The Shares being transferred pursuant to this Agreement represent all the common stock owned by Seller as of the date hereof.

               (g) Aggregate Purchase Price Negotiated. Seller represents that both the amount of Shares and the Aggregate Purchase Price were negotiated figures by the parties and that the terms and conditions by the parties of this Agreement may differ from arrangements entered into with other holders of Buyer’s common stock.

               (h) Seller Taxes. Seller understands that Seller (and not the Buyer) shall be responsible for any and all tax liabilities of Seller that may arise as a result of the transactions contemplated by this Agreement.

     6. Representations, Warranties and Covenants of Buyer. Buyer makes the following representations, warranties and covenants to and for the benefit of Seller on the date hereof and on the Closing.

               (a) Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

               (b) Independent Investigation. Buyer, in making the decision to purchase the Shares from Seller, has not relied upon any oral or written representations or assurances from Seller or any of its officers, directors, partners or employees or any other representatives or agents of Seller, except as are contained in this Agreement.

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               (c) Authority. This Agreement has been validly authorized, executed and delivered by Buyer and assuming the due authorization, execution and delivery thereof by Seller, is a valid and binding agreement of Buyer enforceable against Buyer 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 Buyer 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 Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

               (d) No Legal Advice from Seller. Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Buyer’s own legal counsel and investment and tax advisors. Buyer is relying solely on such counsel and advisors and not on any statements or representations of Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

               (e) Organization. Buyer has been duly organized and is validly existing under the laws of its jurisdiction of organization, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof, and to consummate the transactions contemplated hereby.

               (f) Liabilities. Buyer (i) has no liabilities, obligations, guarantees or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”) other than those reflected on the Schedule of Liabilities attached hereto, and (ii) has no outstanding Liabilities that are not subject to an effective waiver of claims against the Trust Account, except those Liabilities set forth on such Schedule of Liabilities and indicated as “unwaived,” which Schedule of Liabilities includes all Liabilities that resulted from, and potential Liabilities that could result from, target businesses, vendors and service providers that have not waived any claims against the Trust Account..

               (g) Title and Liens. (i) Buyer has good title to the Trust Account and all assets in, or credited to, in the Trust Account, and (ii) the Trust Account, together with all assets in, or credited to, the Trust Account, are free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device (a “Lien”) other than the Lien in favor of Trustee for the customary fees and expenses of Trustee incurred in connection with the administration of the Trust Account, and (iii) Buyer has not and will not create, incur, or suffer to exist any Lien on the Trust Account or any asset in or credited to the Trust Account, whether arising by contract or agreement or under law.

               (h) Waivers of Claims Against Trust Account. Except as otherwise disclosed on the Schedule of Liabilities described in Section 6(f) above, Buyer has not obtained and agrees that it will not obtain, the services of any vendor or service provider unless and until such vendor or service provider acknowledges in writing that it does not have any right, title, interest or claim of any kind in or to any monies, securities, or other assets of the Trust Account and waives any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Buyer and will not seek recourse against the Trust Account for any reason whatsoever; provided that the foregoing shall not apply to Buyer’s independent accountants. In addition, the waiver of claims against the Trust Account agreed to by Buyer and REC in the Acquisition Agreement shall remain in full force and effect.

               (i) Future Indebtedness. Buyer agrees that it shall not incur any Indebtedness (as defined below) in excess of $50,000 in the aggregate, other than Indebtedness listed on

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Schedule I attached hereto, without the prior written consent of Seller prior to the Closing. “Indebtedness” means (i) indebtedness for borrowed money or the deferred price of property, goods or services (other than trade and other payables incurred in the ordinary course of business), such as reimbursement and other obligations for surety bonds and letters of credit, (ii) obligations evidenced by notes, bonds, debentures or similar instruments, (iii) capital lease obligations, (iv) the net obligations of SPAC under derivative transactions (including, but not limited to, under swap agreements) or commodity transactions, and (v) any other operating expenses or other obligations incurred by Buyer; and (vi) obligations of Buyer under a guarantee of debt of others of the kinds referred to in clauses (i) through (v) above. Notwithstanding anything to the contrary in this Agreement, “Indebtedness” shall not mean or include (i) any contracts or arrangements of SPAC to purchase additional shares of its common stock using proceeds held in the Trust Account, (ii) any taxes owed to any federal, state or local taxing authority and (iii) the payment of any Conversion Rights.

               (j) Trust Account. Buyer confirms that at least $539,213,757.49 (less any taxes owed) is held in the Trust Account. Buyer covenants that the value of the Trust Account, as of any date of determination, shall not be less than $9.76 (less any taxes owed) per Share and shall grant Seller view-only Internet access to the Trust Account to confirm such value. The Indebtedness set forth on Schedule I shall be subordinated in payment and performance to the obligation to pay Seller pursuant to this Agreement in a manner reasonably acceptable to Seller.

               (k) Irrevocable Instructions to Trustee. Upon execution of this Agreement, Buyer is delivering the Irrevocable Instructions attached as Annex I to Trustee to Continental requiring that no funds be released from the Trust Account unless the amounts released from the Trust Account are used to pay in full the amount due to the Seller under this Agreement prior to release of any fund from the Trust Account to Buyer or any other party and Continental has acknowledged and agreed to such Irrevocable Instructions. Seller hereby agrees and consents to the terms of such irrevocable instruction letter. Buyer shall deliver a copy of such Irrevocable Instructions to Seller upon execution of this Agreement. Buyer agrees that it will not enter into an agreement for a replacement of Trustee as trustee in connection with the Trust Account unless and until Buyer, such substitute trustee, and any other required signatory shall first deliver to the Seller fully executed Irrevocable Instructions substantially in the form attached as Annex I hereto together with all other instructions executed by Trustee and Buyer in connection with transfer of any funds in the Trust Account. Upon the replacement of Trustee, all references herein to Trustee will be to the substitute trustee. The Company shall not provide any instructions with respect to the distribution of the Trust Account that are different from the Irrevocable Instructions without the consent of Seller and all signatories to the Irrevocable Instructions; provided, however, upon written confirmation of Trustee’s compliance with the irrevocable instruction letter and payment of the Aggregate Purchase Price to Seller, Buyer may liquidate the Trust Account without further regard to this letter or such irrevocable instructions.

               (l) Investments. From the date of this Agreement until all amounts due to the Seller are paid, Buyer agrees to invest the monies in the Trust Account invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act or in cash.

               (m) Filings. None of the filings and reports made by Buyer with SEC and available on the SEC’s EDGAR system, as of their respective filing dates, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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     7. Indemnification.

               (a) In the event that the Aggregate Purchase Price is not fully paid to Seller at (a) the Closing or (b) if the Acquisition is not consummated, upon the liquidation of Buyer while Seller owns any Shares, Buyer hereby agrees to indemnify and hold harmless Seller against any loss incurred in an amount equal to the difference between (i) the sum of the Aggregate Purchase Price and the Reimbursable Expenses (as defined in Section 10 hereof), minus (ii) the amount received by Seller from Buyer, plus any default payments incurred pursuant to Section 4(d) and 4(e) hereof. Buyer agrees to pay any and all costs, fees and expenses (including counsel fees and expenses) incurred by Seller in enforcing its rights under this Section 7(a).

               (b) Buyer hereby agrees to indemnify and hold harmless Seller and each of its partners, principals, members, officers, directors, employees, agents, representatives and affiliated or managed funds from and against any and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature whatsoever, and any and all actions, inquiries, proceedings and investigations in respect thereof (including any proceeding by any government subdivision and any claim by any former or current securityholder of Buyer), whether pending or threatened, to which any such party may become subject, arising in any manner out of or in connection with this Agreement or the transactions contemplated herein to the fullest extent permitted under applicable law regardless of whether any of such parties is a party hereto and immediately upon request reimburse such party for such party’s legal and other expenses as they are incurred in connection with investigating, preparing, defending, paying, settling or compromising any such action, inquiry, proceeding or investigation (including, without limitation, usual and customary per diem compensation for any such party’s involvement in discovery proceeding or testimony); provided that Buyer shall not be liable for any such loss, liability, claim, damage or expense resulting from actions taken by Seller in bad faith or as a result of its gross negligence or willful misconduct.

     8. Termination of Purchase Obligation. The obligation of Seller and Buyer to sell and purchase, respectively, the Shares under this Agreement shall become null and void and of no force and effect upon the earlier of (i) the termination of the Acquisition Agreement or abandonment of the Acquisition or (ii) 11:59 p.m. eastern daylight time on October 5, 2009 if the Acquisition has not been consummated by such date. Notwithstanding any provision in this Agreement to the contrary, Buyer’s obligation to purchase the Shares from Seller and Seller’s obligation to sell the Shares to Buyer shall be conditioned on the consummation of the Acquisition.

     9. Covenant of Seller. After the execution of this Agreement and prior to Closing, Seller shall not acquire any common stock, warrants or other securities of HACI or effect any derivative transactions with respect thereto.

     10. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement, including, without limitation, legal fees and expenses and all other out-of-pocket costs and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated thereby, shall be the obligation of the respective party incurring such fees and expenses; provided that Buyer shall pay up to $25,000 of the documented costs and expenses incurred by Seller in connection with the transactions contemplated by this Agreement (the “Reimbursable Expenses”).

     11. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile or electronic transmission, and any such executed facsimile or electronic copy shall be treated as an original.

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     12. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York (except to the extent otherwise provided in Section 2). Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and irrevocably waives trial by jury.

     13. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

     14. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto, except that Seller may assign any of its rights and interests to any person or entity, provided that the performance required of Seller hereunder will not be impaired.

     15. Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

     16. Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations, warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement not any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

     17. Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum rate permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum rate permitted by applicable law, any payments in excess of such maximum rate shall be credited against amounts owed by Buyer to Seller and thus refunded to Buyer, as applicable.

     18. Seller W-9. Seller agrees to promptly provide to Buyer an Internal Revenue Service Request for Taxpayer Identification Number and Certification Form W-9.

     19. Acknowledgement. Seller acknowledges that Buyer may publicly disclose the information contained in this agreement and may make any related filings with the Securities and Exchange Commission, including filings on a Current Report on Form 8-K, as Buyer may deem appropriate.

     20. Notice. Seller will immediately notify Buyer and REC of any purchase of shares of stock of Buyer that are entered into by Seller or any of its affiliates, including the price per share, number of shares, any proxies granted in connection therewith and any other relevant information. Seller will

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immediately send copies of any notice to each of the following persons at the email address beside each person’s respective name:

Joseph B. Armes	jarmes@hicksholdings.com
James M. Piccone	jpiccone@rnrc.net
Ronald R. Levine, II	Ron.Levine@dgslaw.com
Ryan C. Arney	Ryan.Arney@dgslaw.com
James A. Deeken	jdeeken@akingump.com
Nancy A. Sarmiento	nsarmiento@akingump.com

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

HICKS ACQUISITION COMPANY I, INC.
By:
	Name:
	Title:

VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD. By: Victory Park Capital Advisors, LLC, its investment manager
By:
	Name:	Scott R. Zemnick
	Title:	General Counsel
Address: 227 West Monroe Street, Suite 3900 Chicago, Illinois 60606

Purchase Price Per Share:	[to be determined by dividing the Aggregate Purchase Price by the Number of Shares]
Number of Shares:	[to be the number of shares purchased by Seller pursuant to Section 1 of the Initial Agreement]
Aggregate Purchase Price:	[to be the total price paid by Seller pursuant to the accompanying Agreement, dated September ___, 2009 by and between Buyer and Seller (the “Initial Agreement”) in connection with the purchases by Seller contemplated by Section 1 of such Initial Agreement]

Signature Page to
Stock Purchase Agreement

Schedule of Liabilities and Schedule I

Unwaived

KPMG for audit and financial services

Customary liabilities for tax not yet due and payable

Waived

Bowne & Co. Inc. for printing services

Akin Gump Strauss Hauer & Feld LLP for legal services

Morrow & Co. for proxy soliciting services

Broadridge Financial Solutions, Inc. for mailing services

Citi Global Markets Inc. as representative of the underwriters for deferred fees and for investment banking services

Raymond James & Associates Inc. for investment banking services

FBR Capital Markets & Co. for investment banking services

Capital One Southcoast, Inc. for investment banking services

Scardsdale Equities llc for investment banking services

Hicks Holdings, LLC for administrative services

Continental Stock Transfer & Trust Company for trustee/transfer agent fees

Liabilities to make payments to REC and affiliates under the Acquisition Agreement

[note: schedule subject to company review]

Annex I-2

Annex I

HICKS ACQUISITION COMPANY I, INC.
100 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201

[                    ], 2009

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004

Attn: Steven Nelson

Re:  Hicks Acquisition Company I, Inc.
Trust Account No. 530-065681 (the “Trust Account”)

Gentlemen:

     Hicks Acquisition Company I, Inc. (the “Company”) is providing these irrevocable instructions to you in connection with the above described Trust Account established in connection with and pursuant to an Investment Management Trust Agreement, dated as of September 27, 2007 between the Company and Continental Stock Transfer & Trust Company as Trustee (the “Trust Agreement”). Capitalized terms used herein shall have the meanings ascribed to such terms in the Trust Agreement.

     In the event the Company delivers to you a Termination Letter substantially in the form of Exhibit A to the Trust Agreement, in addition to the other documents required to be delivered pursuant to Exhibit A of the Trust Agreement, then on the date the Trust Account is liquidated, you are hereby irrevocably instructed by the Company to immediately deliver from the Trust Account an aggregate amount equal to USD $[AMOUNT] (the “Aggregate Amount”) in consideration for the delivery (through the DWAC System to the Company’s account) of an aggregate of [NUMBER] shares of the Company’s common stock (the “Shares”) beneficially owned by Victory Park Credit Opportunities Master Fund, Ltd. and Victory Park Special Situations Master Fund, Ltd. (each an “Investor” and, collectively, the “Investors”) which shall be distributed to such Investors (in the amounts indicated in their respective wire instructions below) prior to the release of any funds from the Trust Account to the Company or any other third party except for converting stockholders exercising their rights pursuant to Section 9.3 of Buyer’s amended and restated certificate of incorporation. Such amounts shall be delivered to the Investors in accordance with the following bank wire instructions:

[INSERT INSTRUCTIONS]

The funds distribution described above is for the benefit of the Investors, each of whom is hereby made a third party beneficiary of these irrevocable instructions with rights of enforcement.

Each of the Company and Trustee acknowledges that the instructions contained herein are irrevocable and may not be amended, modified, waived or otherwise changed by the Company, Trustee or any other person without the prior written consent of the Investors.

[In order to expedite payment, attached is Victory Park’s Form W-8.]

Kindly acknowledge where indicated below, your receipt and understanding of these instructions and return a copy to [Mintz Levin Cohn Ferris Glovsky and Popeo, PC, 666 Third Avenue, New York, New York 10017, attention: Jeffrey P. Schultz, Esq., Fax Number: (212) 983-3115; Phone Number: (212) 692-6732] and to Akin Gump Strauss Hauer & Feld LLP, attention: James A. Deeken, facsimile number (214) 969-4343.

A facsimile signed and electronically delivered copy of this letter shall be deemed an original.

Very truly yours, HICKS ACQUISITION COMPANY I, INC.
By:
	Name:
	Title:

Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
	Name:
	Title:

VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
By: Victory Park Capital Advisors, LLC, its investment manager

By:
	Name:	Scott R. Zemnick
	Title:	General Counsel

Annex I-2 

EX-10.11

Exhibit 10.11

Execution Version

SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

Dated September 17, 2009

Among

RESOLUTE ANETH, LLC,
as Borrower,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION
and BMO CAPITAL MARKETS FINANCING, INC.,
as Co-Syndication Agents,

DEUTSCHE BANK SECURITIES INC. and FORTIS CAPITAL CORP.,
as Co-Documentation Agents,

and

The Lenders Party Hereto

     THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”), dated as of September 17, 2009, is by and among Resolute Aneth, LLC, a Delaware limited liability company (the “Borrower”), Resolute Holdings Sub, LLC, a Delaware limited liability company, and certain of its subsidiaries (collectively, the “Guarantors”), Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), Wells Fargo Bank, National Association and BMO Capital Markets Financing, Inc., as Co-Syndication Agents (the “Co-Syndication Agents”), Deutsche Bank Securities Inc. and Fortis Capital Corp., as Co-Documentation Agents (the “Co-Documentation Agents”) and the other Lenders party hereto (the “Lenders”).

Recitals

     WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the other lenders party thereto entered into that certain Amended and Restated Credit Agreement, dated April 14, 2006, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated June 27, 2007, that certain Second Amendment to Amended and Restated Credit Agreement, dated September 12, 2007, that certain Third Amendment to Amended and Restated Credit Agreement dated September 30, 2008, that certain Fourth Amendment to Amended and Restated Credit Agreement dated May 12, 2009, and that certain Fifth Amendment to Amended and Restated Credit Agreement dated July 28, 2009 (as the same may be amended, modified, supplemented or restated from time to time, the “Credit Agreement”);

     WHEREAS, the Borrower has requested that the Administrative Agent and the Majority Lenders amend the Credit Agreement to permit the merger of an Affiliate of the Borrower with Hicks Acquisition Company and to make the other modifications specified herein; and

     WHEREAS, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Majority Lenders are willing to amend the Credit Agreement and to take such other actions as provided herein.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and in the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
Definitions

Each capitalized term used in this Sixth Amendment and not defined herein shall have the meaning assigned to such term in the Credit Agreement.

ARTICLE II
Amendments

     Section 2.01 Amendments to Section 1.02 of the Credit Agreement.

          (a) Section 1.02 of the Credit Agreement is hereby amended by adding the following new definitions in their proper alphabetical order:

     “Hicks Merger” means the transactions described in that certain Purchase and IPO Reorganization Agreement among Hicks SPAC, Resolute Energy Corporation and others, dated August 2, 2009, whereby (a) Hicks SPAC and the Loan Parties (as constituted immediately prior to the Sixth Amendment Effective Date) other than Resolute Holdings Sub, LLC become direct or indirect wholly-owned Subsidiaries of Parent and (b) Parent becomes a publicly held corporation.”

     “Hicks SPAC” means Hicks Acquisition Company I, Inc., a Delaware corporation.

     “Sixth Amendment” means that certain Sixth Amendment to Amended and Restated Credit Agreement, dated as of September 17, 2009, among the Borrower, the Administrative Agent and the other Lenders party thereto.”

     “Sixth Amendment Effective Date” means the first Business Day on which all of the conditions precedent set forth in Article III of the Sixth Amendment shall have been satisfied.”

     (b) The definition of “Agreement” in Section 1.02 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

     “Agreement” means this Credit Agreement, as amended by the First Amendment, further amended by the Second Amendment, further amended by the Third Amendment, further amended by the Fourth Amendment, further amended by the Fifth Amendment, and further amended by the Sixth Amendment, as the same may from time to time be amended, modified, supplemented or restated.”

          (c) The definition of “Change in Control” in Section 1.02 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

     “Change in Control” means (a) a majority of the board of directors of Parent ceases to be composed of individuals (i) who were members of such board on the Sixth Amendment Effective Date, (ii) whose election or nomination to such board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of such board, or (iii) whose election or nomination to such board was approved by individuals referred to in clause (i) or (ii) above constituting at the time of such election or nomination at least a majority of such board, (b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan) shall acquire beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 of the SEC under the Securities

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Exchange Act of 1934, as amended, and including holding proxies to vote for the election of directors other than proxies held by Parent’s management or their designees to be voted in favor of persons nominated by Parent’s board of directors) of 35% or more of the outstanding voting securities of Parent, measured by voting power (including both common stock and any preferred stock or other equity securities entitling the holders thereof to vote with the holders of common stock in the elections for directors of Parent), or (c) Parent shall cease to own, directly or indirectly, at least 99.5% of the Equity Interests of Borrower.”

          (d) The definition of “Parent” in Section 1.02 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

          “Parent” means Resolute Energy Corporation, a Delaware corporation.”

     Section 2.02 Amendment to Section 9.04 of the Credit Agreement. Section 9.04 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

     “Each Loan Party will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except (a) Loan Parties may make Restricted Payments to each other, (b) Hicks SPAC and Parent may make payments in respect of forward stock purchase agreements entered into by Hicks SPAC or Parent in order to secure approval of the Hicks Merger, and (c) Parent may make Restricted Payments not to exceed $1,500,000 in the aggregate during any fiscal year or $2,500,000 in the aggregate during the term of this Agreement (other than (i) upon the occurrence and during the continuance of any Event of Default with respect to matters specified in Sections 10.01(a), (b), (f), (g), (h), (i), (j) or (k), or (ii) when the Borrowing Base Utilization Percentage exceeds ninety percent (90%)).”

     Section 2.03 Amendment to Section 9.05(j) of the Credit Agreement. Section 9.05(j) of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

     “(j) loans and advances to directors, officers and employees of Parent or any Restricted Subsidiary permitted by applicable law not to exceed $250,000 in the aggregate at any time.”

     Section 2.04 Amendment to Section 9.11 of the Credit Agreement. Section 9.11 of the Credit Agreement is hereby amended by:

          (a) adding “(a)” immediately prior to “any Restricted Subsidiary” in the fourth line thereof; and

          (b) deleting the period at the end of the last line of Section 9.11 and replacing it with “, and (b) the applicable Loan Parties may consummate the Hicks Merger.”

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     Section 2.05 Amendment to Section 9.12 of the Credit Agreement. Section 9.12 of the Credit Agreement is hereby amended by:

          (a) deleting the “and” immediately following clause (e) thereof;

          (b) inserting immediately after clause (f) thereof and immediately prior to the proviso that follows clause (f), the following: “and (g) the sale or other disposition of the Equity Interests in the Borrower to Hicks SPAC and the transfer of Equity Interests in Borrower and the Guarantors to Resolute Energy Corporation in connection with and as part of the Hicks Merger;”.

     Section 2.06 Amendment to Section 9.20 of the Credit Agreement. Section 9.20 of the Credit Agreement is hereby amended by adding “; provided that Borrower may prepay all outstanding loans under the Second Lien Credit Agreement with the proceeds of the Hicks Merger” immediately before the period at the end of Section 9.20.

ARTICLE III
Conditions Precedent

     This Sixth Amendment shall be subject to the satisfaction of the following conditions precedent or concurrent on or before October 15, 2009, and after giving effect to this Sixth Amendment:

     (a) the Borrower, each of the Guarantors and each of the Majority Lenders shall have executed and delivered counterparts of this Sixth Amendment;

     (b) the Borrower, each of the Guarantors and the Administrative Agent shall have executed and delivered an amendment to the Guaranty and Collateral Agreement that, among other things, releases the guaranty and pledge of assets by Resolute Holdings Sub, LLC, and each of Resolute Energy Corporation and Hicks SPAC shall have executed and delivered a joinder agreement to the Guaranty and Collateral Agreement and taken such other actions necessary to grant and perfect a security interest in its respective Property;

     (c) substantially contemporaneously with the effectiveness of this Sixth Amendment, (i) the Hicks Merger shall be consummated upon terms reasonably satisfactory to the Administrative Agent, (ii) all loans outstanding under the Second Lien Credit Agreement shall be repaid in full from the proceeds of the Hicks Merger, and (iii) the remaining proceeds of the Hicks Merger, net of (A) payments to redeem, repurchase or otherwise cause to terminate any Hicks SPAC public warrants, (B) payments in respect of any forward stock purchase agreements entered into by Hicks SPAC or Parent in order to secure approval of the Hicks Merger, and (C) the expenses associated with the Hicks Merger, shall be used to prepay Loans;

     (d) the Lenders shall have received all expenses for which invoices have been presented, on or before the Sixth Amendment Effective Date; and

     (e) the Lenders shall have received such legal opinions, officer’s certificates, resolutions, documents and other instruments as are customary for transactions of this type or as they may reasonably request.

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ARTICLE IV
Representations and Warranties

     The Borrower hereby represents and warrants to each Lender that:

     (a) Each of the representations and warranties made by the Borrower under the Credit Agreement and each other Loan Document is true and correct on and as of the actual date of execution of this Sixth Amendment by the Borrower, as if made on and as of such date, except for any representations and warranties made as of a specified date, which are true and correct as of such specified date.

     (b) At the time of, and immediately after giving effect to, this Sixth Amendment, no Default has occurred and is continuing.

     (c) The execution, delivery and performance by the Borrower of this Sixth Amendment have been duly authorized by the Borrower.

     (d) This Sixth Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

     (e) The execution, delivery and performance by the Borrower of this Sixth Amendment (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Sixth Amendment or any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary and (iv) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by this Sixth Amendment or the Loan Documents).

ARTICLE V
Miscellaneous

     Section 5.01 Credit Agreement in Full Force and Effect as Amended. Except as specifically amended hereby, the Credit Agreement and other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Sixth Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Credit Agreement or any other Loan Document or any right, power or remedy of the Administrative Agent or Lenders, or constitute a waiver of any provision

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of the Credit Agreement or any other Loan Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This Sixth Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to the Administrative Agent and/or Lenders whether under the Credit Agreement, the other Loan Documents, at law or otherwise. All references to the Credit Agreement shall be deemed to mean the Credit Agreement as modified hereby. The parties hereto agree to be bound by the terms and conditions of the Credit Agreement and Loan Documents as amended by this Sixth Amendment, as though such terms and conditions were set forth herein. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended by this Sixth Amendment, and each reference herein or in any other Loan Documents to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended and modified by this Sixth Amendment.

     Section 5.02 GOVERNING LAW. THIS SIXTH AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     Section 5.03 Descriptive Headings, Etc. The descriptive headings of the sections of this Sixth Amendment are inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. The statements made and the terms defined in the recitals to this Sixth Amendment are hereby incorporated into this Sixth Amendment in their entirety.

     Section 5.04 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Sixth Amendment, the Loan Documents and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Lenders. The agreement set forth in this Section 5.04 shall survive the termination of this Sixth Amendment and the Credit Agreement.

     Section 5.05 Entire Agreement. This Sixth Amendment and the documents referred to herein represent the entire understanding of the parties hereto regarding the subject matter hereof and supersede all prior and contemporaneous oral and written agreements of the parties hereto with respect to the subject matter hereof. This Sixth Amendment is a Loan Document executed under the Credit Agreement.

     Section 5.06 Counterparts. This Sixth Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of the signature page of this Sixth Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart thereof.

     Section 5.07 Successors. The execution and delivery of this Sixth Amendment by any Lender shall be binding upon each of its successors and assigns.

[Signatures Begin on Next Page]

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     IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be duly executed by their respective authorized officers as of the date first written above.

BORROWER:

RESOLUTE ANETH, LLC
By:	/s/ Theodore Gazulis
	Theodore Gazulis,
	Vice President – Finance and Chief Financial Officer

GUARANTORS:

RESOLUTE HOLDINGS SUB, LLC RESOLUTE NATURAL RESOURCES COMPANY, LLC (f/k/a Resolute Natural Resources Company) RNRC HOLDINGS, INC. RESOLUTE WYOMING, INC. (f/k/a Primary Natural Resources, Inc.) BWNR, LLC WYNR, LLC
By:	/s/ Theodore Gazulis
	Theodore Gazulis,
	Vice President – Finance and Chief Financial Officer

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender
By:	/s/ Kevin Scotto
	Kevin Scotto
	Vice President

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent and a Lender
By:	/s/ Oleg Kogan
	Oleg Kogan
	Vice President

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

BMO CAPITAL MARKETS FINANCING, INC., as Co-Syndication Agent and a Lender
By:	/s/ Gumaro Tijerina
	Name:	Gumaro Tijerina
	Title:	Director

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agent
By:	/s/ Vincent D’Amore
	Name:	Vincent D’Amore
	Title:	Director
By:	/s/ Valerie Shapiro
	Name:	Valerie Shapiro
	Title:	Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
By:	/s/ Dusan Lazarov
	Name:	Dusan Lazarov
	Title:	Vice President
By:	/s/ Valerie Shapiro
	Name:	Valerie Shapiro
	Title:	Vice President

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

FORTIS CAPITAL CORP., as Co-Documentation Agent and a Lender
By:	/s/ Scott Myatt
	Name:	Scott Myatt
	Title:	Director
By:	/s/ Ilene Fowler
	Name:	Ilene Fowler
	Title:	Director

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Bruce E. Hernandez
	Name:	Bruce E. Hernandez
	Title:	Vice President

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

UNION BANK, N.A., as a Lender
By:	/s/ Douglas Gale
	Name:	Douglas Gale
	Title:	Vice President

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

UBS LOAN FINANCE LLC, as a Lender
By:	/s/ Marie Haddad
	Name:	Marie Haddad
	Title:	Associate Director
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

COMERICA BANK, as a Lender
By:	/s/ Matt Turner
	Name:	Matt Turner
	Title:	Corporate Banking Officer

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

GUARANTY BANK AND TRUST COMPANY, as a Lender
By:	/s/ Gail J. Nofsinger
	Name:	Gail J. Nofsinger
	Title:	Senior Vice President

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

CITICORP USA, INC., as a Lender
By:	/s/ John F. Miller
	Name:	John F. Miller
	Title:	Attorney-In Fact

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

ALLIED IRISH BANKS, p.l.c., as a Lender
By:	/s/ David O’Driscoll
	Name:	David O’Driscoll
	Title:	Assistant Vice President
By:	/s/ Aidan Lanigan
	Name:	Aidan Lanigan
	Title:	Vice President

Signature Page to
Sixth Amendment to Amended and Restated Credit Agreement

EX-99.1

Exhibit 99.1

HICKS ACQUISITION COMPANY I, INC.
ANNOUNCES INTENDED ADJOURNMENT OF
WARRANTHOLDER AND STOCKHOLDER MEETINGS, LIMITED
WAIVER OF CLOSING CONDITION, ENTRY INTO COMMON
STOCK PURCHASE AGREEMENTS AND ENTRY INTO
AGREEMENT WITH VICTORY PARK

Dallas, Texas — September 22, 2009 — Hicks Acquisition Company I, Inc. (AMEX: TOH) (the “Company”), a special purpose acquisition company founded and headed by Thomas O. Hicks, announced today that it intends to convene and then adjourn, without conducting any business, its special meeting of warrantholders and special meeting of stockholders until Friday, September 25, 2009, at 8:30 a.m. Central Daylight time and 9:00 a.m. Central Daylight time, respectively, in order to give the Company warrantholders and stockholders additional time to consider supplemental proxy materials and to vote on the proposals to be considered at the special meetings. Both special meetings will still be held at the offices of Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, 39^th Floor, Dallas, Texas 75201.

Limited Waiver of Closing Condition

The Company also announced that Resolute Energy Corporation (“Resolute”) and its affiliates that are party to that certain Purchase and IPO Reorganization Agreement, dated as of August 2, 2009, by and among the Company, Resolute, Resolute Holdings Sub, LLC, Resolute Subsidiary Corporation, a wholly-owned subsidiary of Resolute, Resolute Aneth, LLC, Resolute Holdings, LLC, and HH-HACI, L.P., as amended by that certain Letter Agreement dated as of September 9, 2009 (the “Acquisition Agreement”); pursuant to which the Company’s stockholders will acquire a majority of the outstanding shares of capital stock of Resolute (collectively, the “Acquisition”), have granted a limited waiver to the closing condition to their obligation to consummate the Acquisition stated in Section 7.3(e) of the Acquisition Agreement, but only to the extent that the Acquisition Consideration is not less than $240,000,000.00. To the extent the amount actually paid by the Company to Resolute is less than the originally contemplated $275 million, Resolute will still fully repay its Second Lien Credit Facility however, Resolute’s repayment of the part of its outstanding indebtedness on its First Lien Credit Facility will be reduced, resulting in greater outstanding indebtedness immediately following the consummation of Acquisition.

Stock Purchase Agreements

The Company also announced that it has entered into agreements in privately negotiated transactions (the “Purchase Agreements”) to purchase an aggregate of 7,503,133 shares of the Company’s common stock issued in its initial public offering (“Public Shares”) at prices ranging from $9.76 to $9.78 per share from stockholders who otherwise intended

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to vote against the Acquisition. It is possible that additional Purchase Agreements may be entered into by the Company. The purchases of Public Shares pursuant to the Purchase Agreements will take place concurrently with or following the closing of the Acquisition and the purchases will be paid for with funds that will be released from the Company’s trust account upon consummation of the Acquisition. Any additional purchases entered into by the Company may be entered into at a purchase price slightly higher than the per share conversion price at the time of the Acquisition.

Pursuant to the Purchase Agreements, the sellers have agreed to have their Public Shares voted in favor of each of the stockholder proposals set forth in the Company’s definitive proxy statement/prospectus, dated September 14, 2009, filed with the Securities and Exchange Commission on September 15, 2009, and as supplemented on September 22, 2009 (the “Definitive Proxy Statement/Prospectus”).

Such purchases, if made, would increase the likelihood that holders of a majority of shares of the Company’s common stock will vote in favor of the Acquisition and that holders of less than 30% of Public Shares vote against the Acquisition and seek conversion of their Public Shares into cash in accordance with the Company’s charter.

Victory Park Agreement

The Company also announced that it entered into an agreement (the “Victory Agreement”) with Victory Park Capital Advisors, LLC (“Victory Park”), pursuant to which funds managed by Victory Park or other purchasers acceptable to Victory Park and the Company may purchase, if directed by the Company, up to an aggregate of 4.5 million shares of the Company’s common stock from third parties prior to the Company’s special meeting of stockholders. Victory Park is not an affiliate of any of the Company, its officers and directors and/or their respective affiliates, or Resolute, or its officers and directors and/or their respective affiliates. It is anticipated that Victory Park will effect purchases of Public Shares through independent, privately negotiated transactions with third parties who are institutions or other sophisticated investors that have voted against or indicated an intention to vote against the Acquisition and exercise their conversion rights.

Pursuant to the Victory Agreement, the Company will pay Victory Park a fee of 1.0% of the value of all shares of the Company’s common stock purchased by Victory Park from third parties. All shares purchased as a result of this Victory Agreement will vote in favor of each of the stockholder proposals to be presented at the Company’s special meeting of stockholders, which proposals are set forth in the Definitive Proxy Statement/Prospectus. In connection with each purchase of Public Shares by Victory Park pursuant to the Victory Agreement, Victory Park and the Company will enter into a stock purchase agreement (each, a “Victory Purchase Agreement”), pursuant to which the Company will agree to purchase such Public Shares from Victory Park at a price equal to the aggregate purchase price paid by Victory Park for such shares plus the 1.0% fee described above. No funds other than those payable to Victory Park may be released

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from the trust account containing the net proceeds of the Company’s initial public offering following the consummation of the Acquisition until the Company has paid Victory Park pursuant to the Victory Purchase Agreements in full except to converting stockholders. Such purchases, if made, would increase the likelihood that holders of a majority of shares of the Company’s common stock will vote in favor of the Acquisition and that holders of less than 30% of Public Shares vote against the Acquisition and seek conversion of their Public Shares into cash in accordance with the Company’s charter.

ABOUT HICKS ACQUISITION COMPANY I, INC.

The Company is a special purpose acquisition company, launched in October 2007 in an initial public offering that was, with $552 million of gross proceeds, the largest SPAC IPO completed at that time. Founded by Thomas O. Hicks, the Company was formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. It currently has no operating businesses.

NOT A PROXY STATEMENT

This press release is not a proxy statement or a solicitation of proxies from the holders of the Company’s securities and does not constitute an offer of any securities of the Company or Resolute for sale. Any solicitation of proxies will be made only by the Definitive Proxy Statement/Prospectus that has been mailed to all stockholders and warrantholders who held such securities as of the applicable record date. Interested investors and security holders are urged to read the Definitive Proxy Statement/Prospectus and appendices thereto because they contain important information about the Company, Resolute and the proposals to be presented at the special meetings.

IMPORTANT ADDITIONAL INFORMATION REGARDING THE ACQUISITION HAS BEEN FILED WITH THE SEC

In connection with the Acquisition, Resolute has filed a Registration Statement on Form S-4 to register the securities to be issued to the stockholders and warrantholders of the Company (the “Registration Statement”). The Registration Statement includes a proxy statement/prospectus which has been sent to securityholders of the Company seeking their approval of the Acquisition and other related matters. The Company and Resolute may file other relevant documents concerning the Acquisition with the SEC. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, RESOLUTE AND THE ACQUISITION. Investors and security holders may obtain copies of these documents free of charge at the website maintained by the SEC at www.sec.gov. The Company’s stockholders and warrantholders are advised to read the definitive proxy statement/prospectus and other

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documents filed with the SEC in connection with the solicitation of proxies for the special meetings because these documents contain important information. Investors may also obtain these documents, free of charge, by directing a request to the Company at 100 Crescent Court, Suite 1200, Dallas, TX 75201 or by contacting the Company at (214) 615-2300.

FORWARD LOOKING STATEMENTS

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “poised”, “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this presentation include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: uncertainties as to the timing of the transaction, approval of the transaction by the Company’s stockholders; the satisfaction of other closing conditions to the transaction, including the receipt of any required regulatory approvals; the approval of the charter amendments by the Company’s stockholders and the warrant amendment by the Company’s warrantholders; costs related to the transaction; the volatility of oil and gas prices; discovery, estimation, development and replacement of oil and gas reserves; the future cash flow, liquidity and financial position of Resolute; the success of the business and financial strategy, hedging strategies and plans of Resolute; the amount, nature and timing of capital expenditures of Resolute, including future development costs; availability and terms of capital; the effectiveness of Resolute’s CO₂ flood program; the timing and amount of future production of oil and gas; availability of drilling and production equipment; operating costs and other expenses of Resolute; the success of prospect development and property acquisition of Resolute; the success of Resolute in marketing oil and gas; competition in the oil and gas industry; Resolute’s relationship with the Navajo Nation and Navajo Nation Oil and Gas, as well as the timing of when certain purchase rights held by Navajo Nation Oil and Gas become exercisable; the impact of weather and the occurrence of disasters, such as fires, floods and other events and natural disasters; government regulation of the oil and gas industry; developments in oil-producing and gas-producing countries; the success of strategic plans, expectations and objectives for future operations of Resolute. Actual results may differ materially from those contained in the forward-looking statements in this press release. The Company and Resolute undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.

Contacts:
Sloane & Company
Josh Hochberg or Nevin Reilly
212-486-9500

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