Exhibit 10.48


 


DATED  JULY 14, 2008


 


 


RESACA EXPLOITATION, INC. (1)


 


SEYMOUR
PIERCE LIMITED (2)


 


ROYAL BANK OF CANADA EUROPE
LIMITED (3)


 


and


 


DENNIS
HAMMOND
(4)


 


 






LOCK-IN AND


ORDERLY MARKETING DEED










 


 





 


Solicitors and Registered Foreign Lawyers 

Regulated by the Solicitors Regulation Authority


 





















 


CONTENTS


 


	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  CONDITION
  PRECEDENT

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  LOCK-IN
  AND ORDERLY MARKETING ARRANGEMENTS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  ORDERLY
  MARKETING

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  WARRANTIES
  AND REPRESENTATIONS

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  ISSUE
  OF ADMISSION DOCUMENT

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  ENTIRE
  AGREEMENT

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  ASSIGNMENT

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  THIRD
  PARTY RIGHTS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  FURTHER
  ASSURANCE

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  COUNTERPARTS
  AND EXECUTION

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  INVALIDITY

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  VARIATION
  OF TERMS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  NOTICES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  GOVERNING
  LAW AND JURISDICTION

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  AGENT
  FOR SERVICE OF PROCESS

  	
   

  	
  9

  



 





















 


THIS DEED  is
made on July 14, 2008


 


BETWEEN:


 


(1)           RESACA EXPLOITATION, INC. (a
corporation registered in Texas), whose registered office is at 1331 Lamar, Suite 1450,
Houston, Texas 77010, USA (the “Company”);


 


(2)           SEYMOUR PIERCE LIMITED (a
company registered in England and Wales with registered number 2104188), whose
registered office is at 20 Old Bailey, London EC4M 7EN (“Seymour Pierce”);


 


(3)           ROYAL BANK OF CANADA EUROPE
LIMITED (incorporated in England and Wales with
registered number 995939) whose registered office is at 71 Queen Victoria
Street, London EC4V 4DE (“RBC”); and


 


(4)           DENNIS HAMMOND, whose address is 1331 Lamar,
Suite 1450, Houston, Texas 77010-3039 (the “Covenantor”).


 


BACKGROUND:


 


(A)          The
Company will apply to the London Stock Exchange for all of the Enlarged Share
Capital to be admitted to trading on AIM. 
Seymour Pierce has agreed to act as Nominated Adviser and Broker to the
Company, and RBC has agreed to act as Broker to the Company, in connection with
such application and thereafter.


 


(B)           Seymour
Pierce has requested, as a condition of making the application for Admission,
that the Covenantor enters into this agreement.


 


IT IS AGREED  THAT :


 


1.             DEFINITIONS
AND INTERPRETATION


 


1.1           In this agreement the
following words and expressions shall have the following meanings:


 


“Act” means the Companies Act 2006;


 


“Admission” means the admission to
trading on AIM of all of the Enlarged Share Capital in accordance with the AIM
Rules, and any reference in this agreement to Admission “becoming effective” is to be construed in
accordance with rule 6 of the AIM Rules;


 


“Admission Document” means the document in the
agreed form proposed to be published by the Company in connection with the
Placing and Admission as required by and in accordance with rule 3 of the
AIM Rules;


 


“Affiliates”
means subsidiaries, holding companies and any subsidiaries of any such holding
companies;


 


“AIM” means the AIM market operated by the
London Stock Exchange;


 


“AIM Rules” means the rules published
by the London Stock Exchange governing admission to AIM and the regulation of
AIM companies as amended or re-issued from time to time;


 


“Board” means the board of directors of the
Company or a duly authorised committee of such board of directors;


 


“Brokers”
means Seymour Pierce and RBC, appointed
by the Company pursuant to rule 35 of the AIM Rules;


 


“Business
Day” means a day (excluding Saturdays, Sundays
and public holidays) on which 


 


1





















 


banks are
open for business in the City of London;


 


“City Code” means the City Code on
Takeovers and Mergers issued by the Panel on Takeovers and Mergers, from time
to time;


 


“Disposal”
includes any direct or indirect,
unconditional or conditional, sale, grant of options over, assignment,
transfer, charge, pledge, or other disposal or agreement to dispose of any
Shares or any interest in Shares and “dispose”
shall be construed accordingly;


 


“Enlarged Share Capital” means the Existing Shares and
the Placing Shares;


 


“Existing Shares” means the 59,945,609
Shares in issue at the date of this agreement, including the Sale
Shares;


 


“Family
Member” means in
relation to an individual, the parent, sibling, spouse, widow, adult child or
grandchild (including such child or grandchild by adoption or a step-child) of
such individual;


 


“FSMA” means
the Financial Services and Markets Act 2000;


 


“interest”,  in relation to the Shares, shall have the
meaning given to that term in section 820 of the Act and the term “interested”  shall be
construed accordingly;


 


“Locked-In Shares” has
the meaning given in clause 3.3(b)(ii);


 


“London Stock  Exchange” means London Stock Exchange
plc;


 


“Nominated
Adviser” means Seymour Pierce appointed by the
Company pursuant to rule 1 of the AIM Rules and assuming the
responsibilities set out in rule 39 of the AIM Rules;


 


“OM Shares” has
the meaning given in clause 4;


 


“OM  Specified Price” has the meaning given in clause 4;


 


“Orderly
Marketing Period” means the period of 6 months
from the end of the Restricted Period;


 


“Placing” means the proposed placing of
the Placing Shares and the Sale Shares by Seymour Pierce in accordance with the
terms and conditions set out in the Admission Document;


 


“Placing Shares” means the 32,313,130 Shares
to be issued by the Company pursuant to the Placing;


 


“Restricted
Interests” has the
meaning given in clause 3.1;


 


“Restricted
Period”  means the period of 12 months from
the date of Admission;


 


“Sale Shares” means the 8,686,870 Existing
Shares to be sold by existing shareholders in the Company, pursuant to the
Placing;


 


“Shares” means the common stock of the Company,
par value US$0.01;


 


“Share Transfer Agreement” means the share transfer
agreement, in the agreed form, between the partners in the Company;


 


“Specified Price” has
the meaning given in clause 3.3(b)(ii);


 


“U.S. Securities Act” means the United States
Securities Act of 1933; and


 


2





















 


“in compliance with U.S. Securities Laws”
includes (i) outside of the United States in an offshore transaction in
accordance with Rule 904 under the U.S. Securities Act; (ii) pursuant
to another available exemption from registration under the U.S. Securities Act;
or (iii) pursuant to an effective registration statement under the U.S.
Securities Act, in each of cases (ii) or (iii) in accordance with any
applicable securities laws of any state of the United States.


 


1.2           In this agreement unless
otherwise specified, reference to:


 


(a)           “includes” and “including” shall mean including without limitation;


 


(b)           a “subsidiary undertaking” and “parent
undertaking” are to be construed in accordance with section 1162 of
the Act, a “subsidiary” or “holding company” is to be construed in accordance
with section 1159 of the Act and an “associated company” is to be construed in
accordance with section 416 et seq of the Income and Corporation Taxes Act
1988;


 


(c)           a document in the “agreed form” is a reference to that document in the form
approved and for the purposes of identification signed by or on behalf of each
of Seymour Pierce and the Company;


 


(d)           a party means a party
to this agreement and includes its permitted assignees and/or the successors in
title to substantially the whole of its undertaking which includes this
agreement and, in the case of an individual, to his or her estate and personal
representatives;


 


(e)           a person includes any
person, individual, company, firm, corporation, government, state or agency of
a state or any undertaking or organisation (whether or not having separate
legal personality and irrespective of the jurisdiction in or under the law of
which it was incorporated or exists);


 


(f)            a statute or
statutory instrument or accounting standard or any of their provisions is to be
construed as a reference to that statute or statutory instrument or accounting
standard or such provision as the same may have been or may from time to time
hereafter be amended, re-enacted or modified, save to the extent that any such
amendment, re-enactment or modification which takes effect after the date of
this agreement would impose any new or extended obligation or liability on, or
otherwise adversely affect the rights of, any party;


 


(g)           “recitals”, “clauses” or “paragraphs” are
to recitals, clauses and paragraphs of this agreement.  References to this agreement shall, unless
the context otherwise requires, include references to the recitals;


 


(h)           writing shall include
typewriting, printing, lithography, photography and other modes of representing
words in a legible form (other than writing on an electronic or visual display
screen) or other writing in non-transitory form;


 


(i)            words denoting the
singular shall include the plural and vice versa and words denoting any gender
shall include all genders; and


 


(j)            the time of day is
reference to time in London, England.


 


1.3           The index to and the
headings in this agreement are for information only and are to be ignored in
construing the same.


 


1.4           Any term, condition
or provision of this agreement which is expressed to bind or which is given by
more than one person shall, unless expressly stated to the contrary, bind them
jointly and each of them severally.


 


1.5           All commissions, fees
and expenses payable under or in connection with this agreement are stated
exclusive of VAT (if any).


 


3





















 


2.             CONDITION
PRECEDENT


 


2.1           The obligation of the
parties hereunder are conditional upon Admission.


 


2.2           If the condition set
out in clause 2.1 is not fulfilled by 5:00 p.m. on 31 July 2008, this
agreement shall cease and determine and no party shall have any claim against
any other party for costs, damages, compensation or otherwise in respect of it.


 


3.             LOCK-IN
AND ORDERLY MARKETING ARRANGEMENTS


 


3.1           The Covenantor hereby
undertakes with each of the Company, Seymour Pierce and RBC that, except as
provided in clauses 3.2 and 3.3, he will not during the Restricted Period
effect any Disposal of his interest in all or any Shares or warrants, options
or other rights of whatsoever nature to subscribe for or convert or exchange
any securities into, or otherwise acquire, any Shares (irrespective of whether
such options or rights are conditional or contingent) which are, in each case,
beneficially owned, held or controlled by him at Admission excluding any Sale
Shares (the “Restricted Interests”).


 


3.2           Subject to clause
3.3, the restrictions contained in clauses 3.1 and 4 shall not apply to any of
the following:


 


(a)           any Disposal which is
notified in writing in advance to the Board, Seymour Pierce and RBC and to
which each of the Board, Seymour Pierce and RBC acting reasonably and in good
faith gives its prior consent in writing;


 


(b)           any Disposal by way
of gift:


 


(i)            by
any individual to a Family Member;


 


(ii)           by
any individual to any person or persons acting in the capacity of trustee or
trustees of a trust created by such individual or, upon any change of trustees
of a trust so created, to the new trustee or trustees, provided that there are
no persons beneficially interested under the trust other than the individual
and his Family Members;


 


(iii)          by
any individual to any person or persons acting in the capacity of trustee or
trustees of a trust established for charitable purposes only or, upon any
change of trustees of a trust so created, to the new trustee or trustees; or


 


(iv)          by
the trustee or trustees of a trust to which subparagraphs (ii) or (iii) apply
to any person beneficially interested under that trust,


 


provided that, prior to the making of any such Disposal, the Board (acting
reasonably and in good faith) are satisfied that the transferee falls within
one of the categories (i) to (iv) above and any such transferee first
gives an undertaking to the Company, Seymour Pierce and RBC in like terms to
those in this clause 3 and contained in a deed, in such form as Seymour Pierce
and RBC may require, duly executed by the transferee and delivered to the
Company, Seymour Pierce and RBC;


 


(c)           in the event of an
intervening court order;


 


(d)           to the acceptance of
a general, partial or tender offer made to shareholders of the Company (or to
all such shareholders other than the offeror and/or any body corporate
controlled by the offeror and/or any persons acting in concert with the
offeror) to acquire all the issued Shares (other than any Shares which are
already owned by the person making such offer and any other person acting in
concert with him or it);


 


(e)           to the execution of
an irrevocable undertaking to accept a general, partial or tender offer made to
shareholders of the Company (or to all such shareholders other than 


 


4





















 


the offeror
and/or any body corporate controlled by the offeror and/or any persons acting
in concert with the offeror) to acquire all the issued Shares (other than any
Shares which are already owned by the person making such offer and any other
person acting in concert with him or it);


 


(f)            to a Disposal
pursuant to a compromise or arrangement between the Company and its creditors
or any class of them or between the Company and its shareholders or any class
of them which is agreed to by the creditors or shareholders in accordance with
relevant laws and regulations;


 


(g)           any Disposal to or by
the personal representatives of any Director who shall die during the Restricted
Period;


 


(h)           any Disposal pursuant
to acceptance of an offer by the Company to purchase its own Shares which is
made on identical terms to all holders of its Shares;


 


(i)            if the Shares are no
longer listed on AIM;


 


(j)            any Disposal to
Affiliates, shareholders, partners, members, directors, managers, employees or
consultants of the Covenantor, provided that such Affiliates, shareholders,
partners, members, directors, managers, employees or consultants agree to be
bound in writing by the restrictions on further Disposal and requirements of
orderly marketing set forth herein;


 


(k)           any Disposal of
interests in the Shares as collateral for a loan extended to the Covenantor,
provided that the lender agrees in writing to be bound by the restrictions on
further Disposal and requirements of orderly marketing set forth in herein; or


 


(l)            any Disposal required
to be made pursuant to the Share Transfer Agreement.


 


3.3           Any Disposals
permitted pursuant to the provisions of clause 3.2 shall be subject to the
following provisions:


 


(a)           except as prohibited
by applicable law, regulation or judicial order, any Disposals shall be
notified in advance to the Company, Seymour Pierce and RBC in writing at least
5 Business Days prior to the entry into of any agreement or undertaking
relating to the same, save in respect of:


 


(i)            any
Disposal to trustees pursuant to clause 3.2(b)(iii), where only prior notice
shall be required;


 


(ii)           any
Disposal to personal representatives pursuant to clause 3.2(g), where notice
shall be as soon after such Disposal as shall be reasonably practicable; and


 


(iii)          any
Disposal required to be made pursuant to the Share Transfer Agreement, where
notice shall be as soon after such Disposal as shall be reasonably practicable.


 


(b)           if a Covenantor
wishes to make a Disposal pursuant to clause 3.2(a) or 3.2(g) (insofar
as it relates to a sale by the personal representatives) he, or in the case of
clause 3.2(g) the personal representative, shall:


 


(i)            notify the Company,
Seymour Pierce and RBC in advance of his intention to effect such a sale
pursuant to paragraph (a) above; and


 


(ii)           instruct RBC to arrange
the Disposal of such shares (the “Locked-In Shares”)
at not less than the minimum price which he requests for the Locked-In Shares
(the “Specified Price”) and if RBC fails to
satisfy any of the following:


 


5





















 


(1)           arrange for
the Disposal of the Locked-In Shares at a price not less than the Specified
Price within 5 Business Days of RBC being instructed to do so;


 


(2)           provide
best execution and competitive terms of disposal; or


 


(3)           offer a fee
and commission competitive with those charged by other reputable brokers,


 


then the Covenantor
shall be entitled to sell all or any of the Locked-In Shares otherwise than through
RBC provided that the Locked-In Shares are not sold at a price less than the
Specified Price,


 


subject always to the Company, Seymour Pierce and RBC having the right, at
their reasonable discretion, to waive the notice period pursuant to paragraph
3.3(a) above.


 


4.             ORDERLY
MARKETING


 


The Covenantor hereby undertakes with each of the
Company, Seymour Pierce and RBC that, in respect of any Disposal of any
Restricted Interest during the Orderly Marketing Period, he will instruct RBC
to arrange for the Disposal of such shares (the “OM Shares”)
at not less than the minimum price which he requests for the Locked-In Shares
(the “OM  Specified Price”)
and if RBC fails to satisfy any of the following:


 


(a)           arrange for
the Disposal of the OM Shares at a price not less than the OM Specified Price
within 5 Business Days of RBC being instructed to do so;


 


(b)           provide best execution
and competitive terms of disposal; or


 


(c)           offer a fee and
commission competitive with those charged by other reputable brokers,


 


then the Covenantor shall be entitled to sell all or
any of the OM Shares otherwise than through RBC provided that the OM Shares are
not sold at a price less than the OM Specified Price.


 


5.             WARRANTIES
AND REPRESENTATIONS


 


The Covenantor warrants, represents and undertakes to
the Company, Seymour Pierce and RBC that any Disposal made by it during the
Restricted Period and the Orderly Marketing Period shall be in compliance with
U.S. Securities Laws and any other applicable laws.


 


6.             ISSUE
OF ADMISSION DOCUMENT


 


6.1           Admission
Document


 


The Covenantor
acknowledges that the existence of this agreement and its contents are to be
referred to in the Admission Document and that these are matters which can
reasonably be expected to influence the decision of potential investors (both
immediately prior to Admission and subsequently) whether or not to subscribe
for or purchase Shares.


 


6.2           Covenantor’s
consent


 


The Covenantor consents to the inclusion in the Admission Document of
references to this agreement and its contents.


 


6





















 


7.             ENTIRE
AGREEMENT


 


7.1           Entire
agreement


 


This agreement represents the whole and only agreement between the parties
in relation to the way the Restricted Interests are to be dealt with from
Admission up to and including the end of the Orderly Marketing Period and
supersedes any previous agreement whether written or oral between all or any of
the parties in relation to that subject matter. 
Accordingly, all other terms, conditions, representations, warranties
and other statements which would otherwise be implied (by law or otherwise)
shall not form part of this agreement.


 


7.2           No
liability unless statement made fraudulently


 


No party shall have any liability or remedy in tort in respect of any
representation, warranty or other statement (other than those contained in this
agreement) being false, inaccurate or incomplete unless it was made
fraudulently, wilfully or deliberately.


 


8.             ASSIGNMENT


 


This agreement, and the rights and obligations arising under it, shall not
be assignable nor transferable without the prior written agreement of each of
the other parties hereto (such agreement not to be unreasonably withheld or
delayed), provided that the Covenantor shall be permitted to assign rights and
obligations under this agreement if and to the extent necessary to comply with
clause 3.2(j).


 


9.             THIRD
PARTY RIGHTS


 


Except as otherwise expressly stated herein, nothing in this agreement
shall confer any rights on any person (other than the parties hereto) pursuant to
the Contracts (Rights of Third Parties) Act 1999.


 


10.           FURTHER
ASSURANCE


 


At any time after the date of this agreement, the Covenantor shall, and
shall use all reasonable endeavours to procure (to the extent that he can) that
any necessary third party shall, execute such documents and do such acts and
things as the Company, Seymour Pierce or RBC may reasonably require for the
purpose of giving the Company, Seymour Pierce or RBC the full benefit of all
the provisions of this agreement in relation to the obligations of the
Covenantor.


 


11.           COUNTERPARTS
AND EXECUTION


 


11.1         Any
number of counterparts


 


This agreement may be executed in any number of
counterparts and by the parties on separate counterparts but shall not be
effective until each of the parties has executed at least one counterpart.


 


11.2         Each
counterpart an original


 


Each counterpart shall constitute an original of this
agreement but all the counterparts shall together constitute but one and the
same instrument.


 


11.3         Execution
as a deed


 


The parties to this agreement have agreed to execute
this agreement as a deed.


 


12.           INVALIDITY


 


If at any time any provision of this agreement is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction that
shall not affect or impair:


 


(a)           the legality,
validity or enforceability in that jurisdiction of any other provision of this
agreement; or


 


7





















 


(b)           the legality,
validity or enforceability under the law of any other jurisdiction of that or
any other provision of this agreement.


 


13.           VARIATION
OF TERMS


 


The provisions of the agreement may be varied from time to time by
agreement of the parties, provided that no such variation shall be effective
unless in writing and signed by or on behalf of each of the parties.


 


14.           NOTICES


 


14.1         Form of
notices


 


All notices and other communications relating to this
agreement:


 


(a)           shall be in English
and in writing;


 


(b)           shall be delivered by
hand or sent by post or fax;


 


(c)           subject to clause 15
shall be delivered or sent to the party concerned at the relevant address or
number, as appropriate, and marked all as shown in clause 14.3;


 


(d)           shall take effect:


 


(i)            if
delivered, upon delivery;


 


(ii)           if
posted, at the earlier of the time of delivery and (if posted in the United
Kingdom by first class registered post) 10:00 am on the second Business Day
after posting or (if posted outside the United Kingdom by first class
registered air mail post) 10:00 am on the fifth Business Day after posting; or


 


(e)           if sent by fax, when confirmation of its
uninterrupted transmission has been recorded by the sender’s fax machine;


 


provided
that if any communication would otherwise become effective on a non-Business
Day or after 5 pm on a Business Day, it shall instead become effective at 10:00
am on the next Business Day and if it would otherwise become effective at
before 9:00 am on a Business Day, it shall instead become effective at
10:00 am on that Business Day.


 


14.2         In this clause 14
reference to a “Business Day”
shall mean a day, other than a Saturday, Sunday or public holiday, in the
jurisdiction in which the recipient of a notice or other communication is
located.


 


14.3         Initial
details of the parties


 


The initial details for the purposes of clause 14.1
are:


 




	
  Party:

  	
   

  	
  Resaca
  Exploitation, Inc.

  
	
  Address:

  	
   

  	
  1331
  Lamar, Suite 1450, Houston, Texas 77010, USA

  
	
  Fax
  Number:

  	
   

  	
  +1 713 650 1246

  
	
  Marked
  for the Attention of:

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Party:

  	
   

  	
  Seymour Pierce Limited

  
	
  Address:

  	
   

  	
  20
  Old Bailey, London EC4M 7EN

  
	
  Fax
  Number:

  	
   

  	
  +44 207 107 8100

  
	
  Marked
  for the Attention of:

  	
   

  	
  Jonathan Wright

  
	
   

  	
   

  	
   

  
	
  Party:

  	
   

  	
  Royal Bank of Canada Europe Limited

  
	
  Address:

  	
   

  	
  71
  Queen Victoria Street, London EC4V 4DE

  






 


8





















 




	
  Fax
  Number:

  	
   

  	
  +44 207 029 7924

  
	
  Marked
  for the Attention of:

  	
   

  	
  Andrew
  Smith

  
	
   

  	
   

  	
   

  
	
  Party:

  	
   

  	
  Dennis Hammond

  
	
  Address:

  	
   

  	
  Torch Energy Advisors Incorporated

  1331 Lamar, Suite 1450

  Houston, Texas 77010-3039

  
	
  Fax
  Number:

  	
   

  	
  +1 713
  655 1711

  






 


14.4         Notice
to personal representatives


 


If any of the parties (being an individual) dies, then until receipt by
the other parties of a certified copy of the grant of representation to the
estate of the deceased, any notice or other communication addressed to the
deceased or to his personal representatives and sent or delivered in accordance
with clause 14.1 shall for all purposes be deemed sufficient service of that
communication on the deceased and his personal representatives and shall be
effectual as if the deceased were still living.


 


15.           GOVERNING
LAW AND JURISDICTION


 


This agreement shall be governed by and interpreted in accordance with
English law and the parties hereto submit to the exclusive jurisdiction of the
English courts.


 


16.           AGENT
FOR SERVICE OF PROCESS


 


The Company and the Covenantor each irrevocably appoints King &
Spalding International LLP as its/his agent for service and agrees that any
document to be served in relation to this agreement may be sufficiently and
effectively served on it/him in connection with proceedings in England by
service on King & Spalding International LLP (marked for the attention
of Jonathan Martin) in accordance with the provisions of clause 14.  In the event of that agent (or any
replacement agent) ceasing so to act, the Company and the Covenantor undertake to
appoint another person resident in England as its/his agent for that purpose
and to procure that notice of that appointment is given to the each of the
other parties to this agreement in accordance with the provisions of clause 14.


 


9





















 


IN WITNESS of
which the parties have executed this document as a deed on the date set out
above.


 


	
  EXECUTED and DELIVERED as
  a DEED by         )

  	
   

  	
   

  
	
  RESACA EXPLOITATION, INC                             )

  	
   

  	
  /s/
  John Lendrum

  
	
   

  	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Mary Lou Fry

  
	
  .

  	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as
  a DEED by         )

  	
   

  	
   

  
	
  SEYMOUR PIERCE LIMITED                               
  )

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  .

  	
   

  	
  Director/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as
  a DEED by        
   )

  	
   

  	
   

  
	
  ROYAL BANK OF CANADA EUROPE LIMITED)

  	
   

  	
   

  
	
   

  	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  .

  	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as
  a DEED by

  	
   

  	
   

  
	
  DENNIS HAMMOND

  	
   

  	
  /s/
  Dennis Hammond

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness
  Signature:

  	
  /s/
  Barbara Phillips

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Name:

  	
  Barbara
  Phillips

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Address:

  	
  20235
  Baron Brook

  Cypress, TX 77433

  	
   

  	
   

  
	
  Witness
  Occupation:

  	
  Legal
  Secretary