Investment Management Trust Agreement

INVESTMENT MANAGEMENT TRUST AGREEMENT



This Agreement is made effective as of September 27, 2007 by and between Hicks Acquisition Company I, Inc. (the " Company ") and Continental Stock Transfer & Trust Company (" Trustee ").

WHEREAS, the Company has entered into an Underwriting Agreement with Citigroup Global Markets Inc. as representative of the several underwriters (the " Underwriters ") named therein, relating to the Company92s initial public offering (the "Offering") of the Company92s common stock, par value $0.0001 per share (the " Common Stock ") and warrants to purchase the Company92s common stock (the " Warrants ") pursuant to a Registration Statement on Form S-1 (the " Registration Statement ") and prospectus (the " Prospectus ") which has been declared effective as of the date hereof by the Securities and Exchange Commission; and

WHEREAS, as described in the Registration Statement, and in accordance with the Company92s Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation "), $466,920,000 of the gross proceeds of the Offering and sale of the Sponsor Private Placement Warrants (or $536,148,000 if the Underwriters92 over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Company92s Common Stock issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the " Property ", the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the " Public Stockholders ," and the Public Stockholders and the Company will be referred to together as the " Beneficiaries "); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;

IT IS AGREED:

1. Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (the " Trust Account ") established by the Trustee;

(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States government securities treasury bills with a maturity of 180 days or less or in money market funds meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company;

(d) Collect and receive, when due, all interest arising from the Property, which shall become part of the "Property," as such term is used herein;






(e) Promptly notify the Company and Citigroup Global Markets Inc. of all communications received by it with respect to any Property requiring action by the Company;

(f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company92s preparation of the tax returns relating to assets held in the Trust Account;

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

(h) Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and

(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (" Termination Letter "), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its Chief Executive Officer or Chairman of the Board or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee understands and agrees that, except as provided in Section 1(i) hereof, disbursements from the Trust Account shall be made only pursuant to the terms of a duly executed Tax Payment Withdrawal Instruction or Interest Withdrawal Instruction, as set forth in Section 1(j) or 1(k), as the case may be; provided however , that in the event that a Termination Letter has not been received by the Business Combination Deadline Date (as determined in accordance with this Section 1(i)), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Business Combination Deadline Date. The " Business Combination Deadline Date " means the date that is 24 months after the date of the final prospectus filed with the Securities and Exchange Commission relating to the Offering. The provisions of this Section 1(j) may not be modified, amended or deleted under any circumstances. " Business Combination " means a business combination with one or more target businesses that have an aggregate fair market value of at least 80% of the initial amount held in the Trust Account (excluding the amount held in the Trust Account representing the Underwriters92 deferred commission).

(j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a " Tax Payment Withdrawal Instruction "), the Trustee shall distribute to the Company the amount requested by the Company to cover any income or franchise tax obligation owed by the Company as a result of interest or other income earned on the funds held in the Trust Account, which amount shall be paid directly to the Company by electronic funds transfer, account debit or other method of payment, and the Company shall forward such payment to the relevant taxing authority.

(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (an " Interest Withdrawal Instruction "), the Trustee shall distribute to the Company the amount requested by the Company to be used for working capital requirements; provided , however , that the aggregate






amount of all such distributions shall not exceed $5,700,000, in the event the underwriters92 over-allotment option in the Offering is not exercised, or $6,555,000 if the underwriters92 over-allotment option in the Offering is exercised in full; and

(l) The limited distributions referred to in Sections 1(j) and 1(k) above shall be made only from interest collected on the Property and, in the case of Section 1(k), the aggregate amount distributed by the Trustee to the Company may not exceed $5,700,000, in the event the underwriters92 over-allotment option in the Offering is not exercised, or $6,555,000 if the underwriters92 over-allotment option in the Offering is exercised in full (or, if the size of the Offering is increased or decreased, such greater or lesser amount as shall be set forth in the Prospectus), less any applicable income taxes on the Property. Except as provided in Sections 1(i), (j) and 1(k), no other distributions from the Trust Account shall be permitted.

2. Agreements and Covenants of the Company . The Company hereby agrees and covenants to:

(a) Give all instructions to the Trustee hereunder in writing, signed by the Company92s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or Controller or other authorized officer. In addition, except with respect to its duties under Sections 1(j) and 1(k) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee92s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the " Indemnified Claim "). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; and

(c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 1(j) or 1(k) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Section 1(j) or 1(k). The Company shall pay the Trustee the initial acceptance fee and first year92s fee at the consummation of the Offering and thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the






annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such Sections); and

(d) In connection with any vote of the Company92s Public Stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of the Public Stockholders regarding such Business Combination.

(e) Provide Citigroup Global Markets Inc. with a copy of any Termination Letters and/or any other correspondence that it sends to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same.

(f) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement.



3. Limitations of Liabili ...