Exhibit 10.45


 


DATED JULY
14, 2008


 


 


	
   

  	
  RESACA EXPLOITATION, INC. (1)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEYMOUR PIERCE LIMITED (2)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROYAL BANK OF CANADA EUROPE LIMITED (3)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROCKPORT RESOURCES LP (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)                                  ROCKPORT RESOURCES LP,
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:

  	
   

  	
  Rockport Resources LP

  
	
  Address:

  	
   

  	
  c/o John J. Lendrum, III  

  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/
  Mary Lou Fry

  
	
   

  	
   

  	
   

  	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  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

  	
   

  	
  )

  	
   

  	
   

  
	
  ROCKPORT RESOURCES LP

  	
   

  	
  )

  	
   

  	
  /s/
  John Lendrum

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  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