Termination of Co-Investment Securities Purchase Agreement by Hicks Acquisition Company I, Inc., Thomas O. Hicks, and HH-HACI, L.P.

Summary

This agreement, dated August 2, 2009, is between Hicks Acquisition Company I, Inc., Thomas O. Hicks, and HH-HACI, L.P. It formally ends a previous Co-Investment Securities Purchase Agreement from September 26, 2007. All parties agree that the original purchase agreement is now void and has no further effect. Each party confirms they have the authority to enter into this termination. The agreement is governed by Delaware law.

EX-10.2 3 d68617exv10w2.htm EX-10.2 EX-10.2

Exhibit 10.2

TERMINATION OF PURCHASE AGREEMENT

THIS TERMINATION OF PURCHASE AGREEMENT (this “Agreement”), dated as of August 2, 2009, is entered into by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the “Company”), Thomas O. Hicks (the “Buyer”) and HH-HACI, L.P. (collectively, the “Parties,” and each, a “Party.”)

PRELIMINARY STATEMENTS

A. The Buyer and the Company have entered into a Co-Investment Securities Purchase Agreement dated as of September 26, 2007 (the “Purchase Agreement”); and

B. Upon the advice of financial advisors and a majority of the independent directors of the Company, the Company wishes to terminate the Purchase Agreement.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the Parties hereto agree as follows:

1. Termination. The Purchase Agreement is hereby terminated and of no further force and effect. For the avoidance of doubt, Section 6.1 (Failure to Purchase) of the Purchase Agreement is hereby rendered null and void.

2. Authority. Each Party represents that such Party has full power and authority to enter into this Agreement, and that this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

3. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will constitute one and the same agreement.

4. Applicable Law. This Agreement, the entire relationship of the Parties, and any litigation between the Parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


COMPANY:

HICKS ACQUISITION COMPANY I, INC.

By:	/s/ Joseph B. Armes

	Joseph B. Armes
	President, Chief Executive Officer
	and Chief Financial Officer

BUYER:

/s/ Thomas O. Hicks

Thomas O. Hicks

HH-HACI, L.P.

	By: HH-HACI GP, LLC, its general partner

		By:	/s/ Thomas O. Hicks

			Thomas O. Hicks
			Sole Member and Manager