exv10w2







Exhibit 10.2




                     __, 2010




Hicks Acquisition Company II, Inc.

100 Crescent Court, Suite 1200

Dallas, Texas 75201




Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attn: General Counsel




	 	 	 	 	 

	 

	 	Re:
	 	Initial Public Offering





Gentlemen:




          This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting
Agreement (the “Underwriting Agreement”) entered into by and between Hicks Acquisition Company II,
Inc., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative
of the several underwriters (the “Underwriters”), relating to an underwritten initial public
offering (the “Offering”), of 15,000,000 of the Company’s units (the “Units”), each comprised of
one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one
warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the
Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a
registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the
Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are
defined in paragraph 11 hereof.




     In order to induce the Company and the Underwriters to enter into the Underwriting Agreement
and to proceed with the Offering and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Thomas O. Hicks (the “Founder”) and HH-HACII, L.P.
(the “Sponsor”) hereby agree with the Company as follows:



     1. The Sponsor agrees that if the Company seeks stockholder approval of a proposed Business
Combination, then in connection with such proposed Business Combination, it (i) shall vote all
Founder Shares in accordance with the majority of the votes cast by the Public Stockholders and
(ii) shall vote any shares acquired by it in the Offering or the secondary public market in favor
of such proposed Business Combination.



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     2. The Founder hereby agrees that in the event that the Company fails to consummate a Business
Combination (as defined in the Underwriting Agreement) within 21 months from the closing of the
Offering, the Founder shall take all reasonable steps to cause the Company to (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible, redeem
100% of the Common Stock, at a per-share price, payable in cash, equal to the aggregate amount
including interest then on deposit in the Trust Account, but net of any taxes payable (less up to
$100,000 of such net interest to pay reasonable expenses of dissolution), divided by the number of
shares of the Common Stock then outstanding, together with the contingent right to receive, in
cash, following the Company’s dissolution, a pro rata share of the balance of the Company’s net
assets, if any, and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for
claims of creditors and other requirements of applicable law.



     3. Each of the Sponsor and the Founder acknowledge that they have no right, title, interest or claim of
any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the
Company with respect to the Founder Shares. The Sponsor hereby further waives, with respect to any
shares of the Common Stock held by it, any redemption rights it may have in connection with the
consummation of a Business Combination, including, without limitation, any such rights available in
the context of a stockholder vote to approve such Business Combination or in the context of a
tender offer made by the Company to purchase shares of the Common Stock (although the Sponsor shall
be entitled to redemption and liquidation rights with respect to any shares of the Common Stock
(other than the Founder Shares) it holds if the Company fails to consummate a Business Combination
within 21 months from the date of the closing of the Offering).



     4. In the event of the liquidation of the Trust Account, the Founder agrees to indemnify and
hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened, or any
claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third
party for services rendered or products sold to the Company or (ii) a prospective target business
with which the Company has entered into an acquisition agreement with (a “Target”);
provided, however, that such indemnification of the Company by the Founder shall
apply only to the extent necessary to ensure that such claims by a third party for services
rendered
(other than the Company’s independent public accountants) or products sold to the



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Company or
a Target do not reduce the amount of funds in the Trust Account to below $9.95 per share of the
Common Stock sold in the Offering (the “Offering
Shares”) (or approximately $9.93 per Offering
Share if the underwriters’ over-allotment option, as described in the Prospectus, is exercised in
full, or such pro rata amount in between $9.93 and $9.95 per Offering Share that corresponds to the
portion of the over-allotment option that is exercised), and provided, further,
that only if such third party or Target has not executed an agreement waiving claims against and
all rights to seek access to the Trust Account whether or not such agreement is enforceable. In
the event that any such executed waiver is deemed to be unenforceable against such third party, the
Founder shall not be responsible for any liability as a result of any such third party claims.
Notwithstanding any of the foregoing, such indemnification of the Company by the Founder
shall not apply as to any claims under the Company’s obligation to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The Founder shall have the right to defend against any such claim with counsel of its choice
reasonably satisfactory to the Company if, within 15 days following written receipt of notice of
the claim to the Founder, the Founder notifies the Company in writing that the Founder shall
undertake such defense.




     5. To the extent that the Underwriters do not exercise their over-allotment option to purchase
an additional 2,250,000 shares of the Common Stock (as described in the Prospectus), the Sponsor
agrees that it shall return to the Company for cancellation, at no cost, the number of Founder
Shares held by the Sponsor determined by multiplying 318,215 by a fraction, (i) the numerator of
which is 2,250,000 minus the number of shares of the Common Stock purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the
denominator of which is 2,250,000. The Sponsor further agrees that to the extent that (a) the size of the Offering is increased or
decreased and (b) the Sponsor has either purchased or sold shares of the Common Stock or an
adjustment to the number of Founder Shares has been effected by way of a stock split, stock
dividend, reverse stock split, contribution back to capital or otherwise, in each case in connection
with such increase or decrease in the size of the Offering, then (i)
the references to 2,250,000 in
the numerator and denominator of the formula in the immediately preceding sentence shall be
changed to a number equal to 15% of the number of shares included in the Units issued in the
Offering and (ii) the reference to 318,215 in the formula set forth in the immediately preceding
sentence shall be adjusted to such number of shares of the Common Stock that the Sponsor would
have to return to the Company in order to hold 12.375% of the Company’s issued and
outstanding shares after the Offering (assuming the Underwriters do not exercise their over-allotment option). In addition, a portion of the Founder Shares in an amount equal to 2.475% of the Company’s issued
and outstanding shares immediately after the Offering, shall be returned to the Company for
cancellation, at no cost, in the event that the last sales price of the Company’s stock does not
equal or exceed $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any
30-trading day period within twenty-four (24) months following the closing of the Company’s initial Business Combination.



     6. (a) In order to minimize potential conflicts of interest that may arise from multiple
corporate affiliations, the Founder agrees that until the earliest of the Company’s initial
Business Combination, liquidation or such time as the Founder ceases to be an officer of the
Company, he shall present to the Company for its consideration, prior to
presentation to any other entity, any business opportunity with an enterprise value of $100 million
or more, subject to any pre-existing fiduciary or contractual obligations he might have.



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          (b) The Founder understands that the Company may effect a Business Combination with a single
target business or multiple target businesses simultaneously and agrees that he shall not
participate in the formation of, or become an officer or director of, any blank check company until
the Company has entered into a definitive agreement regarding its initial Business Combination or
the Company has failed to complete an initial Business Combination within 21 months from the
closing of the Offering; provided, however, that nothing contained herein shall
override the Founder’s fiduciary obligations to any entity with which he is currently directly or
indirectly associated or affiliated or by whom he is currently employed.




          (c) The Founder hereby agrees and acknowledges that (i) each of the Underwriters and the
Company would be irreparably injured in the event of a breach by the Founder of his obligations
under paragraphs 6(a) and/or 6(b) herein, (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in the event of such breach.




     7. (a) Until (A) one year after the completion of the Company’s initial Business Combination
or earlier if, subsequent to the Company’s initial Business Combination (such applicable period
being the “Founder Lock-Up Period”), the last sales price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the Company’s initial Business Combination or (B) the Company consummates a subsequent
liquidation, merger, stock exchange or other similar transaction which results in all of the
Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property, each of the Founder and the Sponsor shall not, except as described in
the Prospectus, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any
option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or
establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder, with respect to the Founder Shares, (ii)
enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Founder Shares, whether any such transaction is to be settled by
delivery of the Common Stock or such other securities, in cash or otherwise, or (iii) publicly
announce any intention to effect any transaction specified in clause (i) or (ii).



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          (b) Until 30 days after the completion of the Company’s initial Business Combination (“Sponsor
Lock-Up Period”), each of the Founder and the Sponsor shall not, except as described in the
Prospectus, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any
option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or
establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated thereunder, with respect to the Sponsor Warrants and the
respective Common Stock underlying the Sponsor Warrants, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any of the Sponsor Warrants and the respective Common Stock underlying the Sponsor
Warrants, whether any such transaction is to be settled by delivery of the Common Stock or such
other securities, in cash or otherwise, or (iii) publicly announce any intention to effect any
transaction specified in clause (i) or (ii).




          (c) Notwithstanding the provisions of paragraphs 7(a) and 7(b) herein, each of the Founder and
the Sponsor may transfer the Founder Shares and/or Sponsor Warrants and the respective Common Stock
underlying the Sponsor Warrants (i) to the Company’s officers or directors, any affiliate or family
member of any of the Company’s officers or directors or any affiliate of the Sponsor or to any
limited partner(s) of the Sponsor; (ii) in the case of the Founder, by gift to a member of the
Founder’s immediate family or to a trust, the beneficiary of which is a member of the Founder’s
immediate family, an affiliate of the Founder or to a charitable organization; (iii) in the case of
the Founder, by virtue of the laws of descent and distribution upon death of the Founder; (iv) in
the case of the Founder, pursuant to a qualified domestic relations order; (v) by virtue of the
laws of the state of Delaware or the Sponsor’s limited partnership agreement upon dissolution of
the Sponsor; (vi) in the event of the Company’s liquidation prior to the completion of the
Company’s initial Business Combination; or (vii) in the event that the Company consummates a
subsequent liquidation, merger, stock exchange or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of the Common Stock for cash,
securities or other property subsequent to the
consummation of the Company’s initial Business Combination; provided, however,
that, in the case of clauses (i) through (iv), these permitted transferees enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions in paragraphs 7(a) and
7(b) herein, as the case may be.




          (d) Further, each of the Founder and the Sponsor agrees that after the Founder Lock-Up Period
or the Sponsor Lock-Up Period, as applicable, has elapsed, the Founder Shares and the Sponsor
Warrants and the respective Common Stock underlying such Warrants, shall only be transferable or
saleable pursuant to a sale registered under




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the Securities Act or pursuant to an available
exemption from registration under the Securities Act. The Company, the Founder and the Sponsor
each acknowledge that pursuant to that certain registration rights agreement to be entered into
between the Company, the Founder and the Sponsor, each of the Founder and the Sponsor may request
that a registration statement relating to the Founder Shares, and the Sponsor Warrants and/or the
shares of the Common Stock underlying the Sponsor Warrants be filed with the Commission prior to
the end of the Founder Lock-Up Period or the Sponsor Lock-Up Period, as the case may be;
provided, however, that such registration statement does not become effective prior
to the end of the Founder Lock-Up Period or the Sponsor Lock-Up Period, as applicable.




          (e) Each of the Founder, the Sponsor and the Company understands and agrees that the transfer
restrictions set forth in this paragraph 7 shall supersede any and all transfer restrictions
relating to (i) the Founder Shares set forth in that certain Securities Purchase Agreement,
effective as of June 15, 2010, by and between the Company and the Sponsor, and (ii) the Sponsor
Warrants set forth in that certain Sponsor Warrants Purchase Agreement, effective as of June 23,
2010, by and between the Company and the Sponsor.



          (f) During the period commencing on the effective date of the Underwriting Agreement and
ending 180 days after such date, each of the Founder and the Sponsor shall not (i) sell, offer to
sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Warrants or
any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of any Units, shares of Common Stock,
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common
Stock owned by him or her, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (iii) publicly announce any intention to effect any
transaction specified in clause (i) or (ii).



     8. The Founder’s biographical information furnished to the Company and attached here as
Exhibit A is true and accurate in all respects and does not omit any material information
with respect to the Founder’s background. The Founder’s questionnaire furnished to the Company and
attached hereto as Exhibit B is true and accurate in all respects. The Founder represents
and warrants that:



          (a) the Founder is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction;




          (b) the Founder has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii)
pertaining to any dealings in any securities and the Founder is not currently a defendant in any
such criminal proceeding; and




          (c) neither the Founder nor the Sponsor has ever been suspended or expelled from membership in
any securities or commodities exchange or association or had a securities or commodities license or
registration denied, suspended or revoked.




     9. Except as disclosed in the Prospectus, neither the Founder, the Sponsor, any affiliate of
the Founder or the Sponsor, nor any director or officer of the Company,



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shall receive any finder’s
fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other
compensation prior to, or in connection with any services rendered in order to effectuate the
consummation of the Company’s initial Business Combination (regardless of the type of transaction
that it is), other than the following:




          (a) repayment of a $225,000 loan made to the Company by the Founder, pursuant to a Promissory
Note dated June 15, 2010;




          (b) payment of an aggregate of $10,000 per month to Hicks Holdings Operating LLC, an affiliate
of the Founder, for office space, secretarial and administrative services, pursuant to an
Administrative Support Agreement, dated June 23, 2010;




          (c) reimbursement for any reasonable out-of-pocket expenses related to identifying,
investigating and consummating an initial Business Combination, so long as no proceeds of the
Offering held in the Trust Account may be applied to the payment of such expenses prior to the
consummation of a Business Combination, except that the Company may, for purposes of funding its
working capital requirements (including paying such expenses), receive from the Trust Account up to $2,250,000 in interest income
(net of franchise and income taxes payable), in the event the underwriters’ over-allotment option in
the Offering is not exercised in full, or $2,587,500 in interest income (net of franchise and income taxes payable), if the underwriters’ over-allotment option in the Offering is exercised in full
(or, if the over-allotment option is not exercised in full, but is exercised in part, the amount in
interest income (net of franchise and income taxes payable) to be released shall be increased
proportionally in relation to the proportion of the over-allotment option which was exercised); and




          (d) repayment of loans, if any, and on such terms as to be determined by the Company from time
to time, made by the Sponsor or an affiliate of the Sponsor or
certain of the Company’s officers and directors to finance transaction costs in connection with an
intended initial Business Combination, provided, that, if the Company does not consummate an
initial Business Combination, a portion of the working capital held outside the Trust Account may
be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account
are used for such repayment; provided, however, that the Company may, for purposes of funding its
working capital requirements (including repaying such loans), receive from the Trust Account up to $2,250,000 in interest income
(net of taxes payable on such interest), in the event the underwriters’ over-allotment option in
the Offering is not exercised in full, or $2,587,500 in interest income (net of taxes payable on
such interest), if the underwriters’ over-allotment option in the Offering is exercised in full
(or, if the over-allotment option is not exercised in full, but is exercised




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in part, the amount in interest income (net of taxes payable on such interest) to be released shall be increased
proportionally in relation to the proportion of the over-allotment option which was exercised).




     10. Each of the Founder and the Sponsor has full right and power, without violating any
agreement to which he or it is bound (including, without limitation, any non-competition or
non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, in the case of the Founder, to serve as chairman of the board of directors of the
Company, and hereby consents to being named in the Prospectus as an officer and director of the
Company.



     11. As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the
Company and one or more businesses; (ii) “Founder Shares” shall mean the 3,285,714 shares of the
Common Stock of the Company acquired by the Sponsor for an aggregate purchase price of $25,000, or
approximately $0.0076 per share, prior to the consummation of the
Offering, adjusted to reflect the return and cancellation of 821,428 of such shares on October 8, 2010; (iii) “Sponsor
Warrants” shall mean the Warrants to purchase up to 6,666,667 shares of the Common Stock of the
Company that are acquired by the Sponsor for an aggregate purchase price of $5 million, or
approximately $0.75 per Warrant in a private placement that shall occur simultaneously with the
consummation of the Offering; (iv) “Public Stockholders” shall mean the holders of securities
issued in the Offering; and (v) “Trust Account” shall mean the trust fund into which a portion of
the net proceeds of the Offering shall be deposited.



     12. This Letter Agreement, and the exhibits thereto, constitute the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof and supersede all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to
the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.



     13. No party hereto may assign either this Letter Agreement or any of its rights, interests,
or obligations hereunder without the prior written consent of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to
transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be
binding on each of the Founder and the Sponsor and each of their respective successors, heirs,
personal representatives and assigns.



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     14. This Letter Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of Texas, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The parities hereto (i)
all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts of Dallas County, in the State of
Texas, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue shall
be exclusive and (ii) waives any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.



     15. Any notice, consent or request to be given in connection with any of the terms or
provisions of this Letter Agreement shall be in writing and shall be sent by express mail or
similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.



     16. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder
Lock-up Period or the Sponsor Lock-Up Period, whichever is longer, or (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in
the event that the Offering is not consummated and closed by December 31, 2010, provided
further that paragraph 4 of this Letter Agreement shall survive such liquidation.



[Signature page follows]








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Citigroup Global Markets Inc.

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	 	Sincerely,




HH-HACII, L.P.

 	 
	 	By:  	HH-HACII GP, LLC, its general partner
 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Thomas O. Hicks 	 
	 	 	Manager 	 



	 	 	 	 	 
	 	  	
 	 
	 	 	Thomas O. Hicks 	 
	 	 	 	 
	 


Acknowledged and Agreed:




	 	 	 	 	 
	HICKS ACQUISITION COMPANY II, INC.

 	 
	By:  	 	 
	 	Robert M. Swartz 	 
	 	President and Chief Executive Officer 	 



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Exhibit A

(Attached)









11









 








Exhibit B




(Attached)




12