Hicks Acquisition Company II, Inc. 20,000,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2010 • Hicks Acquisition CO II, Inc. • Blank checks • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2010 • Hicks Acquisition CO II, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___, 2010, is made and entered into by and among Hicks Acquisition Company II, Inc., a Delaware corporation (the “Company”), HH-HACII, L.P., a Delaware limited partnership (the “Sponsor”), Thomas O. Hicks (the “Founder”), the undersigned parties listed under Holder on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, the Founder and the Sponsor, a “Holder” and collectively the “Holders”).
Re: Initial Public OfferingUnderwriting Agreement • August 30th, 2010 • Hicks Acquisition CO II, Inc. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Hicks Acquisition Company II, Inc., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 20,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 8 hereof.
Re: Initial Public OfferingUnderwriting Agreement • August 30th, 2010 • Hicks Acquisition CO II, Inc. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Hicks Acquisition Company II, Inc., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 20,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
Hicks Acquisition Company II, Inc. 100 Crescent Court, Suite 1200 Dallas, Texas 75201Securities Assignment Agreement • August 30th, 2010 • Hicks Acquisition CO II, Inc. • Blank checks
This letter amends certain provisions of that certain Securities Assignment Agreement, dated July 30, 2010 (the “Assignment”), by and among HH-HACII, L.P. a Delaware limited partnership (the “Seller”), and the parties identified on the signature page thereto (collectively, the “Buyers”). Capitalized terms used but not defined herein shall have the meaning set forth in the Assignment.
