Hicks Acquisition Company I, Inc. 40,000,000 Units(1) Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2007 • Hicks Acquisition CO I 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
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement") is made as of , 2007, by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
FORM OF WARRANT AGREEMENT HICKS ACQUISITION COMPANY I, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant AgentWarrant Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
This Registration Rights Agreement (this "Agreement"), dated as of , 2007, is made and entered into by and among Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company"), HH-HACI, L.P., a Delaware limited partnership (the "Sponsor"), Thomas O. Hicks (the "Founder"), the other parties listed under Holder on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement as contemplated by Section 4.02 of this Agreement (each such party, the Founder and the Sponsor, a "Holder" and collectively the "Holders").
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2007 (as it may from time to time be amended and including all exhibits referenced herein, this "Agreement"), is entered into by and between HH-HACI, L.P., a Delaware limited partnership (the "Sponsor") and Hicks Acquisition Company I, Inc. (the "Company").
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Hicks Acquisition Company I, Inc. ("Company") and Continental Stock Transfer & Trust Company ("Trustee"), dated as of , 2007 ("Trust Agreement"), this is to advise you that the Company hereby requests that you deliver to the Company $ of the interest, net of the taxes payable on such interest, earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 1(l), if any, the maximum amount set forth in Section 1(k). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company's operating account at:
FORM OF SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks
This Securities Assignment Agreement (this "Assignment"), dated as of , 2007, is made and entered into by and among HH-HACI, L.P., a Delaware limited partnership (the "Seller") and the parties identified on the signature page hereto (each a "Buyer" and collectively, the "Buyers").
FORM OF CO-INVESTMENT SECURITIES PURCHASE AGREEMENTInvestment Securities Purchase Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
This Co-Investment Securities Purchase Agreement (this "Agreement"), dated as of , 2007, is made and entered into by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company"), and Thomas O. Hicks ("Buyer"). Buyer and the Company are collectively referred to herein as the "Parties."
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
This Securities Purchase Agreement (this "Agreement"), effective as of March 1, 2007, is made and entered into by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company"), and HH-HACI, L.P., a Delaware limited partnership ("Buyer").
HICKS ACQUISITION COMPANY I, INC. August 30, 2007Hicks Acquisition CO I Inc. • September 4th, 2007 • Blank checks
This letter will confirm our agreement that, commencing on the listing date ("Listing Date") of the securities of Hicks Acquisition Company I, Inc. (the "Company") on the American Stock Exchange, pursuant to a Registration Statement on Form S-1, File No. 333-143747, and prospectus filed with the Securities and Exchange Commission (the "Registration Statement") and continuing until the earlier of the consummation by the Company of an initial business combination or the Company's liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the "Termination Date"), Hicks Holdings Operating, LLC shall make available to the Company, at 100 Crescent Court, Suite 1200, Dallas, Texas 75201 (or any successor location of Hicks Holdings Operating, LLC), certain office space, utilities and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Hicks Holdings Operating, LLC the sum of $10,0
