Exhibit 10.69


 


DIRECTOR APPOINTMENT AGREEMENT


 


This Director Appointment Agreement (this “Agreement”) is
entered into this 14th day of July, 2008, (“Commencement Date”) between Resaca
Exploitation, Inc., a Texas corporation (the “Company”), and James
Perry Bryan, Jr., who has agreed to serve as a director of the Company (“Director”)
upon its admission to trading on the Alternative Investment Market of The
London Stock Exchange plc. (“AIM”).


 


WHEREAS, the Company desires that Director serve or continue to serve
as a director effective upon the admission to trading on AIM, and in order to
induce Director to so serve or continue to serve, the Company desires and
intends hereby to set forth the terms of such appointment, including the
applicable provisions of the Texas Business Organizations Code (the “Code”);


 


For and in consideration of the premises and the covenants contained
herein, the Company and Director do hereby agree as follows:


 


1.                 APPOINTMENT AND
DUTIES.


 


The Company appoints the
Director, and the Director agrees to serve the Company as a Non-Executive
Director of the Company.  This
appointment is subject to and conditional upon admission of shares in the
Company to trading on the AIM of the London Stock Exchange (the  “Condition
Precedent”).  If the Condition Precedent
has not been satisfied on or before July 31, 2008 this Agreement shall be
of no effect whatsoever.


 


Where the Condition Precedent is satisfied in accordance
with above, the appointment under this Agreement shall be deemed to have
commenced on the Commencement Date and, subject to Section 8, shall continue
unless or until terminated on the expiry of not less than 3 months’ notice in
writing given by either party expiring.


 


The
Director shall carry out such duties as are consistent with his position as an
officer of a company including attendance at Board meetings and other meetings
of the directors and meetings of such committees of the Board as may from time
to time be required.  The role to be
performed by the Director is an important position, and the Company’s
expectation is that the Director will attend all of the meetings referred to
above unless he is too ill to attend, or his absence has otherwise been
excused.


 


The Director shall faithfully and
diligently serve the Company as a director and shall act at all times in the
best interests of the Company.  The
Director shall be expected to bring an objectivity and independence of view to
the Board discussions, and to help the Board to provide the Company with
effective leadership, as well as ensuring the continuing effectiveness of the
management team and the high standards of financial probity and corporate
governance.


 


By accepting this appointment, the Director confirms that he is able to
allocate sufficient time to meet the expectations of his role.  He will communicate to the Board any conflict
of interest arising out of his position as a non-executive director and he agrees to notify the Board before
accepting any external commitment that might affect the time he is able to
devote to his 


 

















 


role as a non-executive director of the
Company or which is or might be in competition with the interests of the
Company.


 


2                   CONFIDENTIALITY
AND FIDUCIARY DUTIES


 


The Director shall comply with (a) every rule of
law; (b) every regulation of The Stock Exchange including its Model Code; (c) every
rule or regulation of any competent regulatory authority; and (d) every
regulation of the Company; for the time being in force in relation to dealings
in shares or other securities of the Company or any other member of the Group.


 


The
Director shall not, whether during or after the termination of the appointment,
except in the proper course of his duties or as required by law, use or divulge
to any person, firm or company and shall use his best endeavours to prevent the
use or disclosure of, any trade or business secrets or any information
concerning the business or finances of the Company or the Group or of any
dealings, transactions or affairs of the Company or the Group or of any client,
customer or suppliers of the Company or Group which has or may come to his
knowledge in the course of the Appointment.


 


All
notes, memoranda, records, tapes, discs, writings and designs of any Group
Company or made or received by the Director relating to the business of any Group
Company (except for the Director’s own copies of Board agendas, papers and
minutes) shall be and remain the property of the relevant Group Company and
shall be handed over by the Director to the Company from time to time on
demand, and in any event, upon termination of the Agreement.


 


3.                  FEE


 


The
Director shall receive during the continuance of the appointment director’s
fees at the rate of $50,000 per annum (or such higher rate as may from time to
time be agreed in writing) such fees to be paid subject to the deduction of tax
and social security contributions (if applicable) quarterly in arrears on the
last working day of each calendar quarter upon receipt of an appropriate
invoice.


 


The
Director shall not, for the avoidance of doubt be entitled to participate in
any Group pension, bonus or share schemes or other benefit in kind arrangement
of the Group and nor shall he be entitled to any compensation for loss of
office.


 


4.                  INTELLECTUAL
PROPERTY RIGHTS


 


All
intellectual and industrial property rights and all other rights whatsoever in
any information, concepts, ideas, inventions, improvements, designs, drawings,
lay-outs, formats, texts, papers, documents, catalogues, photographs, other
printed or written matter and know-how arising out of the Appointment whether
patentable or not which may be conceived, prepared, developed or reduced into
practice by the Director in the course of carrying out the appointment (the “Commissioned Works”) shall be the sole and exclusive
property of the Company.  In particular
but without limitation the Director hereby assigns to the Company absolutely
and free from all encumbrances all existing and future copyright or similar
rights worldwide in or 


 


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connected
with the Commissioned Works.  The
Director will not use the Commissioned Works for its own purposes nor disclose
it to or use it for any third party without the prior written approval of the
Company.


 


The
Director shall safeguard the Company’s rights in the Commissioned Works and
shall at the Company’s request assist the Company in establishing and
protecting such rights including if necessary executing documents and legal
instruments and doing any other things which the Company deems reasonably
necessary for the purpose of establishing and protecting such rights.


 


Termination
of this Agreement shall not affect the continuing enforceability of this Section 4.


 


5.                 INDEMNIFICATION.


 


The Company shall indemnify Director to the fullest extent permitted by
Texas law or other applicable law, as in effect from time to time, when he is
named or is threatened to be made a named defendant or respondent in a
proceeding because Director is or was a director, an officer, an employee or an
agent of the Company. Without limiting the scope of the indemnification
provided for in the preceding sentence, the Company shall indemnify Director
only if it is determined that Director:


 


(a) conducted himself in good faith;


 


(b) reasonably believed:


 


(i) in the case of conduct in his official capacity as a director,
officer, employee or agent of the Company, that his conduct was in the Company’s
best interests; and


 


(ii) in all other cases, that his conduct was at least not opposed
to the Company’s best interests; and


 


(c) in the case of any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.


 


The termination of a proceeding by judgment, order, settlement or
conviction, or on a plea of nolo contendere
or its equivalent is not of itself determinative that Director did not meet the
requirements set forth in this Section 5.


 


5.1.              LIMITATION ON
INDEMNIFICATION.


 


Except to the extent permitted by Section 5.2 below, Director
shall not be indemnified under Section 5 above in respect of a proceeding:


 


(a) in which Director is found liable for willful or intentional
misconduct in the performance of his duties to the Company; or


 


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(b) in which Director is found liable to the Company.


 


For the purposes hereof, Director shall be deemed to have been found
liable in respect of any claim, issue or matter only after the Director shall
have been so adjudged by a court of competent jurisdiction after exhaustion of
all appeals therefrom.


 


5.2.              EXTENT OF
INDEMNIFICATION.


 


If Director is entitled to indemnification pursuant to this Agreement,
the Company shall indemnify Director against all judgments, penalties, fines,
settlements and reasonable expenses incurred by Director, including without
limitation all applicable taxes, in connection with the proceeding. However, if
the Director is found liable to the Company, the indemnification (1) shall
be limited to reasonable expenses actually incurred by Director in connection
with the proceeding, and (2) shall not be made in respect of any proceeding
in which Director shall have been found liable for willful or intentional
misconduct in the performance of Director’s duty to the Company. The
reasonableness of the Director’s expenses contemplated in this Section 5.2
shall be determined in the same manner that the determination of
indemnification is made under Section 5.3.


 


5.3.              DETERMINATION
OF INDEMNIFICATION.


 


A determination of whether Director is entitled to indemnification
under Section 5.1 shall be made:


 


(a) by the Board of Directors of the Company by a majority vote of
a quorum consisting of directors who at the time of the vote are not named
defendants or respondents in the proceeding;


 


(b) if such a quorum cannot be obtained, by a majority vote of a
committee of the Board of Directors, designated to act in the matter by a
majority vote of all directors, consisting solely of two or more directors who,
at the time of the vote, are not named defendants or respondents in the
proceeding;


 


(c) by special legal counsel selected by the Board of Directors or
a committee of the Board of Directors by vote as set forth in paragraphs (a) or
(b) of this Section 5.3, or, if such a quorum cannot be obtained and
such a committee cannot be established, by a majority vote of all directors; or


 


(d) by the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the proceeding.


 


The Board of Directors, independent legal counsel or shareholders, as
the case may be, shall make such determination of indemnification under
paragraphs (a) through (d) of this Section 5.3 in accordance
with the following procedure:


 


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(e) Director may submit to the Board of Directors a Request for
Indemnification, substantially in the form of Exhibit A attached
hereto, in which the Director requests indemnification from the Company
pursuant to this Agreement and states that he has met the standard of conduct
required for indemnification under Section 5.


 


(f) The Director’s submission of a Request for Indemnification to
the Board of Directors shall create a rebuttable presumption that the Director
has met the requirements set forth in Section 5 and, therefore, is
entitled to indemnification hereunder. The directors, special legal counsel or
shareholders, as the case may be, shall determine, within 30 days after
submission of the Request for Indemnification, specifically that the Director
is so entitled unless they possess clear and convincing evidence to rebut the
foregoing presumption, which evidence shall be disclosed to the Director with
particularity.


 


5.4.              MANDATORY
INDEMNIFICATION FOR REASONABLE EXPENSES UPON SUCCESSFUL DEFENSE.


 


The Company shall indemnify Director against reasonable expenses
incurred by him in connection with a proceeding in which he is a named
defendant or respondent because he is or was a director, officer, employee or
agent of the Company if he has been wholly successful, on the merits or
otherwise, in the defense of the proceeding. The reasonableness of the Director’s
expenses contemplated in this Section 5.4 shall be determined in any
manner set forth in Section 5.3, except that if the determination that
indemnification is permissible is made by special legal counsel, pursuant to Section 5.3(c),
the determination as to reasonableness of Director’s expenses must be made by a
majority vote of all directors.


 


5.5.              ADVANCEMENT OF
EXPENSES.


 


Expenses incurred by Director who was, is or is threatened to be made a
named defendant or respondent in a proceeding shall be paid or reimbursed by
the Company, in advance of the final disposition of the proceeding, without the
determination specified in Section 5.3 or the determination as to the
reasonableness of such expenses contemplated in Sections 5.2 and 5.4, within
five business days after the Company receives from Director a Statement of
Undertaking, substantially in the form of Exhibit B attached
hereto, in which (i) Director shall state that he believes in good faith
that he has met the standard of conduct necessary for indemnification under Section 5,
and (ii) the Director, or any other person on behalf of Director, shall
undertake to repay the amount paid or reimbursed by the Company if it is
ultimately determined that he has not met those requirements or if it is
ultimately determined that the indemnification of Director against expenses
incurred by him in connection with such proceeding is prohibited by Section 5.2.


 


5.6.              PARTICIPATION
IN OTHER PROCEEDINGS.


 


Notwithstanding any other provision of this Agreement, the Company
shall promptly pay or reimburse expenses incurred by Director in connection
with his appearance as a witness


 


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or other participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.


 


5.7.              NON-EXCLUSIVITY.


 


The right to indemnification and advancement of expenses provided by
this Agreement shall not be deemed exclusive of any other rights to which
Director may be entitled under any statute, bylaw, insurance policy, agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office, and shall continue after Director has ceased to be a director,
officer or employee and shall inure to the benefit of his heirs, executors and
administrators.


 


5.8.              MERGER,
CONSOLIDATION OR CHANGE OF CONTROL.


 


In the event that the Company shall be a constituent corporation in a
consolidation or merger, whether the Company is the resulting or surviving
corporation or is absorbed, or if there is a change of control of the Company,
Director shall stand in the same position under this Agreement with respect to
the resulting, surviving or changed corporation as he would have with respect to
the Company if its separate existence had continued or if there had been no
change in the control of the Company. The obligations of the Company under this
Agreement shall be deemed to be assumed by and shall continue as obligations of
the resulting, surviving or changed corporation, as the case may be.


 


5.9.              CERTAIN
DEFINITIONS


 


For purposes of paragraph 5 of this Agreement, the following
definitions apply herein:


 


(a) “director” means any person who is or was a director of the
Company and any person who, while a director of the Company, is or was serving
at the request of the Company as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise;


 


(b) “expenses” shall include all court costs and attorneys’ fees;


 


(c) “officer” means any person who is or was an officer of the
Company and any person who, while an officer of the Company, is or was serving
at the request of the Company as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise; and


 


(d) “proceeding” means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, 


 


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any appeal in such an action, suit, or proceeding, and any inquiry or
investigation that could lead to such an action, suit, or proceeding.


 


5.10.            DURATION OF
INDEMNITY.


 


This
indemnity in this Section 5 shall continue until and terminate upon the
later of: (a) ten years after the Director has ceased to occupy any of the
positions or have any relationships described in Section 5 of this
Agreement, and (b) the final termination of all pending or threatened
actions, suits, proceedings or investigations to which the Director may be
subject by reason of the fact that he is or was a director, officer, employee
or agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of any other entity, including, but not
limited to, another corporation, partnership, joint venture or trust, or by
reason of any act or omission by him in any such capacity. The indemnification
provided under this Agreement shall continue as to the Director even though he
may have ceased to be a director, officer, employee or agent of the
Company.  This Agreement shall be binding
upon the Company and its successors and assigns and shall inure to the benefit
of the Director and his spouse, successors, assigns, heirs, devisees, executors,
administrators or other legal representatives.


 


6.                 ATTORNEYS’
FEES; PARTIAL INDEMNIFICATION.


 


In the event that Director institutes any legal action to enforce his
rights under, or to recover damages for breach of this Agreement, Director, if
he prevails in whole or in part, shall be entitled to recover from the Company
all attorneys’ fees and disbursements incurred by him.


 


If Director is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any expenses but not
for the total amount thereof, the Company shall nevertheless indemnify Director
for the portion thereof to which Director is entitled.


 


7.                 INSURANCE AND
OTHER ARRANGEMENTS.


 


(a) The
Company may purchase and maintain insurance on behalf of the Indemitee against
any liability and/or expense asserted against him and/or incurred by or on
behalf of him in connection with his relationship with the Company, whether or
not the Company would have the power to indemnify him against such liability or
advance expenses under the provisions of this Agreement or under the Code as it
may then be in effect.  Except as
expressly provided herein, the purchase and maintenance of such insurance shall
not in any way limit or affect the rights and obligations of the Company and/or
the Director under this Agreement and the execution and delivery of this
Agreement by the Company and the Director shall not in any way be construed to
limit or affect the rights and 


 


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obligations
of the Company and/or of the other party or parties thereto under any such
policy or agreement of insurance.


 


(b) In
the event the Director shall receive payment from any insurance carrier in
respect of indemnified amounts after payments on account of all or part of such
indemnified amounts have been made by the Company pursuant to this Agreement,
the Director shall promptly reimburse the Company for the amount, if any, by
which the sum of such payment by such insurance carrier and/or such plaintiff and
payments by the Company to the Director exceeds such indemnified amounts;
provided, however, that such portions, if any, of such insurance proceeds that
are required to be reimbursed to the insurance carrier under the terms of its
insurance policy, such as co-insurance, retention or deductible amounts, shall
not be deemed to be payments to the Director.


 


(c) In
addition, upon payment of indemnified amounts under this Agreement, the Company
shall be subrogated to the Director’s right against any insurance carrier in
respect of such indemnified amounts and the Director shall execute and deliver
any and all instruments and/or documents and perform any and all other acts or
deeds which the Company deems necessary or advisable to secure such rights.  The Director shall do nothing to prejudice
such rights of recovery or subrogation.


 


8.                  TERMINATION


 


Notwithstanding
the provisions of Section 3, the Company shall, without liability to the
Director, be entitled to terminate this Agreement by summary notice in writing
if the Director shall commit a material breach of his obligations under this
Agreement or if the Director shall be prohibited by law from being or acting as
a director.


 


The
Appointment shall terminate automatically if:


 


(a) the
Director shall not be elected or re-elected as a director upon standing for
election or re-election as a director in accordance with the Company’s Articles
of Association from time to time in force or otherwise cease to be a director
by virtue of a shareholders’ resolution; or


 


(b) the
Director shall resign his directorship (prior to which he shall, wherever
practical, give reasonable notice to the Board).


 


9.                 SEVERABILITY.


 


If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future state or federal laws, or rules and
regulations promulgated thereunder effective during the term hereof, such
provision shall be fully severable, and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised


 


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a part hereof; and the remaining provisions hereof shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom.


 


10.               CONTRIBUTION.


 


In
the event the indemnity provided for in this Agreement is unavailable to the
Director for any reason whatsoever, the Company, in lieu of indemnifying the
Director, shall contribute to the amount incurred by or on behalf of the
Director, whether for liabilities and/or for expenses in connection with any
action or proceeding, in such proportion as is deemed fair and reasonable by
the Board of Directors of the Company, or by a court, as applicable, in light
of all of the circumstances of such action or proceeding, in order to reflect:


 


(a) the
relative benefits received by the Company and the Director as a result of the
event(s) and/or transaction(s) giving cause to such action or
proceeding; and/or


 


(b) the
relative fault of the Company (and its other executives, employees and/or
agents) and the Director in connection with such event(s) and/or
transaction(s).


 


The
relative fault of the Company (and its other executives, employees and/or
agents), on the one hand, and of the Director, on the other hand, shall be
determined by reference to among other things, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such liabilities and/or expenses.  The Company and the Director agree that it
would not be just and equitable if contribution pursuant to this Section 10
were determined by pro rata allocation or any other method of allocation which
does not take into account the foregoing equitable considerations.


 


The
Director shall not be entitled to contribution from the Company under this Section 10
in the event it is determined by the Authority, or by a court, that the
Director engaged in misconduct which constitutes a Breach of Duty, unless a
court otherwise determines.


 


The Company’s payment of, and the Director’s right to, contribution
under this Section 10 shall be made and determined in accordance with,
pursuant to and in the same manner as, the provisions in Section 5.3
hereof relating to the Company’s payment of, and the Director’s right to,
indemnification under this Agreement.


 


11.               CONTROLLING
LAW.


 


This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, without regard to the conflicts of laws
provisions thereof.


 


13.               ENTIRE
AGREEMENT; MODIFICATION; SURVIVAL.


 


This Agreement contains the entire agreement of the parties relating to
the subject matter hereof. This Agreement may be modified only by an instrument
in writing signed by both


 


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parties hereto. The provisions of this Agreement shall survive the
termination of Director’s service as a director, officer or employee of the
Company.


 


14.               VOLUNTARY
DISSOLUTION OR BANKRUPTCY.


 


In the event that the Company decides to voluntarily dissolve or to
file a voluntary petition for relief under applicable bankruptcy, moratorium or
similar laws, then not later than ten (10) days prior to such dissolution
or filing, the Company shall deposit in trust, for the exclusive benefit of
Director, a cash amount equal to all amounts previously authorized to be paid
to Director hereunder, such amounts to be used to discharge the Company’s
obligations to Director hereunder. Any amounts in such trust not required for
such purpose shall be returned to the Company. This Section 14 shall not
apply to the dissolution of the Company in connection with a transaction as to
which Section 5.8 hereof applies.


 


15.               AMENDMENTS TO
THE CODE.


 


This Agreement is intended to provide indemnity to Director to the
fullest extent allowed under Texas law. Accordingly, to the extent permitted by
law, if the Code permits greater indemnity than the indemnity set forth herein,
or if any amendment is made to the Code, or any other applicable law, expanding
the indemnity permissible under Texas law, the indemnity obligations contained
herein automatically shall be expanded, without the necessity of action on the
part of any party, to the extent necessary to provide to Director the fullest
indemnity permissible under Texas law.


 


16.               DATA
PROTECTION.


 


The Director hereby agrees and consents to:


 


(a)  the
collection, use and processing by the Company of his personal data (which has
the meaning it bears for the purposes of the United Kingdom Data Protection Act
1998) (“Personal Data”), for all purposes reasonably connected with the
administration of this Appointment;


 


(b)  the Company
transferring his Personal Data to or between any Group Company in any country
for all purposes reasonably connected with the administration of this
Appointment;


 


(c)  the use of
his Personal Data by any Group Company for such purposes; and


 


(d)  the transfer
to and retention of his Personal Data by any third party for such purposes.


 


The Company shall handle all of the Director’s records in accordance
with the Company’s code of good practice, although the Director may not have
rights under data protection law.


 


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17.               SECTION HEADINGS.


 


The headings and titles to the Sections of this Agreement are inserted
for convenience only and shall not be deemed a part hereof or affect the
construction or interpretation of any provision hereof. All pronouns and any
variations thereof shall be deemed to refer to the masculine, feminine, neuter,
singular or plural, as the identification of the person or persons, firm or
firms, corporation or corporations may require.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.


 


 


	
   

  	
  RESACA
  EXPOITATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Lendrum

  
	
   

  	
  Name:

  	
  John
  J. Lendrum, III

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  James Perry Bryan, Jr.

  
	
   

  	
  James
  Perry Bryan, Jr.

  



 

















 


EXHIBIT A


 


REQUEST FOR INDEMNIFICATION


 


I,
                                                    ,
hereby state as follows:


 


1.             This Request for
Indemnification is submitted to the Board of Directors of RESACA EXPLOITATION,
INC., a Texas corporation (the “Company”), pursuant to that certain
Director Appointment Agreement dated July 14, 2008 (the “Agreement”),
between the Company and me.


 


2.             I am requesting
indemnification from the Company pursuant to the Agreement in connection with
the following proceeding:


 


 


3.                 With respect to my conduct
that is at issue in this proceeding, I have:


 


(a) conducted myself in good faith;


 


(b) reasonably believed: (1) in the case of conduct in my
official capacity as a director, officer or employee of the Company, that my
conduct was in the Company’s best interests; and (2) in all other cases,
that my conduct was at least not opposed to the Company’s best interests; and


 


(c) in the case of any criminal proceeding, had no reasonable
cause to believe my conduct was unlawful.


 


Accordingly, I have met the standard of conduct required for
indemnification under Section 2 of the Agreement.


 


I have executed this Request for Indemnification on this
       day of                 ,
        .


 


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name

  



 

















 


EXHIBIT B


 


STATEMENT OF UNDERTAKING


 


I,
                                        ,
hereby state as follows:


 


1.                 This Statement
of Undertaking is submitted to the Board of Directors of  RESACA EXPLOITATION, INC., a Texas
corporation (the “Company”), pursuant to the Director Appointment
Agreement dated July 14, 2008 (the “Agreement”), between the
Company and me.


 


2.                 I am requesting
from the Company, pursuant to the Agreement, the advancement of expenses that I
have incurred in connection with the following proceeding:


 


 


3.                 I believe in
good faith that I have met the standard of conduct necessary for
indemnification under Section 2 of the Agreement.


 


4.                 I undertake to
repay the amount paid or reimbursed by the Company if it is ultimately
determined that (a) I have not met the standard of conduct necessary for
indemnification under Section 3 of the Agreement, or (b) indemnification
of me against expenses that I have incurred in connection with the proceeding
described by me in Paragraph 2, above, is prohibited by Section 4 of the
Agreement.


 


I have executed this Statement of Undertaking on this
       day of
                    ,
        .


 


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name