Exhibit
10.39


 


DATED July 14,
2008


 


 


RESACA EXPLOITATION, INC


 


- and -


 


SEYMOUR PIERCE LIMITED


 






 


NOMINATED ADVISER


 


and


 


JOINT BROKER AGREEMENT


 






 

















 


THIS AGREEMENT is dated July 14, 2008 


 


BETWEEN


 


(1)                                  RESACA EXPLOITATION, INC (a company incorporated in the State of Texas
whose registered office is at 1331 Lamar, Suite 1450, Houston, Texas
77010, United States of America (the “Company”); and


 


(2)                                  SEYMOUR PIERCE LIMITED (incorporated in England with registered no.
2104188) whose registered office is at 20 Old Bailey, London EC4M 7EN (“Seymour
Pierce”).


 


INTRODUCTION


 


(A)                              The Company wishes to appoint Seymour Pierce
as its Nominated Adviser and Broker for the purposes of the AIM Rules.


 


(B)                               On and subject to the terms of this Agreement,
Seymour Pierce has indicated its willingness to act as Nominated Adviser and
Broker to the Company.


 


(C)                               Seymour Pierce is authorised and regulated by
the FSA, is a member of the London Stock Exchange and has been approved by the
London Stock Exchange as a Nominated Adviser for the purposes of the AIM Rules.


 


AGREED TERMS


 


1.                                      Definitions and
interpretations


 


1.1                                In this Agreement (including the introduction
and schedules) the following words and expressions have the following meanings:


 


	
  “2006
  Act”

  	
   

  	
  means
  the Companies Act 2006;

  
	
   

  	
   

  	
   

  
	
  “Act”

  	
   

  	
  means
  the Companies Act 1985 (as amended);

  
	
   

  	
   

  	
   

  
	
  “Admission”

  	
   

  	
  means
  admission of the Ordinary Shares to trading on  AIM becoming effective within the meaning of
  the AIM Rules;

  
	
   

  	
   

  	
   

  
	
  “Admission
  Document”

  	
   

  	
  means
  the document published in connection with the  AIM Application prepared in  accordance
  with the AIM Rules;

  
	
   

  	
   

  	
   

  
	
  “AIM”

  	
   

  	
  means
  the market of that name operated by the London  Stock Exchange;

  
	
   

  	
   

  	
   

  
	
  “AIM
  Application”

  	
   

  	
  means
  the application made for the Ordinary Shares to  be admitted to trading on AIM;

  
	
   

  	
   

  	
   

  
	
  “AIM
  Rules”

  	
   

  	
  means
  the rules issued by the London Stock Exchange  governing companies applying for or with a
  class of shares admitted to AIM;

  
	
   

  	
   

  	
   

  
	
  “Appointment”

  	
   

  	
  means
  the appointment of Seymour Pierce as  Nominated Adviser to the Company;

  
	
   

  	
   

  	
   

  



 

















 


	
  “Board”
  

  	
   

  	
  means
  the board of directors of the Company from time  to time; 

  
	
   

  	
   

  	
   

  
	
  “Broker”

  	
   

  	
  as
  defined in the AIM Rules;

  
	
   

  	
   

  	
   

  
	
  “Business
  Day”

  	
   

  	
  means
  any day, other than a Saturday or a Sunday, on which clearing banks are open
  for all normal banking business in London;

  
	
   

  	
   

  	
   

  
	
  “Directors”

  	
   

  	
  means
  the directors of the Company from time to time, being at the date of
  Admission, the persons whose names appear in the schedule to this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Family”

  	
   

  	
  as
  defined in the AIM Rules;

  
	
   

  	
   

  	
   

  
	
  “FSA”

  	
   

  	
  means
  the Financial Services Authority;

  
	
   

  	
   

  	
   

  
	
  “FSA
  Handbook” 

  	
   

  	
  means
  the FSA’s Handbook of Rules and Guidance,  which includes as a sourcebook the
  Prospectus Rules; 

  
	
   

  	
   

  	
   

  
	
  “FSMA”
  

  	
   

  	
  means
  the Financial Services and Markets Act 2000 (as  amended); 

  
	
   

  	
   

  	
   

  
	
  “Group”
  

  	
   

  	
  means
  the Company and its subsidiaries from time to  time; 

  
	
   

  	
   

  	
   

  
	
  “London
  Stock Exchange”

  	
   

  	
  means
  London Stock Exchange plc;

  
	
   

  	
   

  	
   

  
	
  “Nominated
  Adviser”

  	
   

  	
  as
  defined in the AIM Rules;

  
	
   

  	
   

  	
   

  
	
  “Nomad
  Rules”

  	
   

  	
  means
  the AIM Rules for Nominated Advisers issued by the London Stock Exchange,
  as amended from time to time;

  
	
   

  	
   

  	
   

  
	
  “Ordinary
  Shares”

  	
   

  	
  means
  ordinary shares of $0.01 each in the capital of the Company;

  
	
   

  	
   

  	
   

  
	
  “QCA
  Guidelines” 

  	
   

  	
  means
  the corporate governance guidelines for AIM companies issued by the Quoted
  Companies Alliance;

  
	
   

  	
   

  	
   

  
	
   “Relevant Person”

  	
   

  	
  means
  Seymour Pierce, or any subsidiary or parent undertaking of Seymour Pierce or
  any subsidiary undertaking of any such parent undertaking or any of their
  respective directors, officers or employees;

  
	
   

  	
   

  	
   

  
	
  “RIS”

  	
   

  	
  means
  a regulatory information service approved by the London Stock Exchange for
  the distribution to the public of AIM announcements;

  
	
   

  	
   

  	
   

  
	
  “Share
  Dealing Code” 

  	
   

  	
  means
  the code for dealing in the Company’s securities  adopted by the Company with effect from
  Admission; 

  
	
   

  	
   

  	
   

  
	
  “Termination
  Event” 

  	
   

  	
  means
  one of the events or circumstances mentioned in  Clause 10; 

  



 

















 


	
  “Torch”
  

  	
   

  	
  has
  the meaning ascribed thereto in the Admission  Document; 

  
	
   

  	
   

  	
   

  
	
  “Torch
  Group” 

  	
   

  	
  means
  Torch, any holding company or parent  undertaking or Torch, and any subsidiary
  or subsidiary undertaking of any such holding company or parent
  undertaking; and 

  
	
   

  	
   

  	
   

  
	
  “VAT”

  	
   

  	
  means
  Value Added Tax.

  



 


1.2                                In this Agreement, the introduction and the
schedules, any reference to:


 


(a)                                  any statute or statutory provision includes a
reference to that statute or statutory provision as amended, extended or
re-enacted and to any regulation, order, instrument or subordinate legislation
under the relevant statute or statutory provisions;


 


(b)                                 the singular includes a reference to the plural
and vice versa;


 


(c)                                  any paragraph, clause, sub-clause or
schedules is to a paragraph, clause, sub-clause or schedules (as the case may
be) of or to this Agreement;


 


(d)                                 any gender includes a reference to all other
genders;


 


(e)                                  any person includes any reference to a body
corporate, unincorporated association or a partnership and any reference to any
party who is an individual is also deemed to include his respective legal
personal representative(s); and


 


(f)                                    the expressions parent undertaking or subsidiary
undertaking shall have the meaning set out in section 258 of the Companies Act
1985.


 


2.                                      Appointment
as Nominated Adviser and Broker


 


2.1                                The Company hereby appoints Seymour Pierce as
its Nominated Adviser and Broker for the purposes of the AIM Rules on the
terms set out in this Agreement and Seymour Pierce hereby accepts such
appointment and agrees to carry out properly all its duties as Nominated
Adviser and Broker. The Company hereby confirms that the appointment confers on
Seymour Pierce all powers, authorities and discretions on behalf of the Company
which are reasonably necessary for, or reasonably incidental to, its role as
the Company’s Nominated Adviser and Broker and  the Company
hereby agrees to ratify and confirm everything which Seymour Pierce may
lawfully and properly do in those capacities and pursuant to those powers,
authorities and discretions.


 


2.2                                The Appointment shall commence on the date of
Admission and, subject to Clause 10, shall be for an initial term of one year
and shall continue subsequently until terminated by either party giving the
other three months notice.


 


2.3                                Until the earlier of (i) the date upon
which Seymour Pierce ceases to be the Nominated Adviser and/or Broker to the
Company and (ii) the date following three years after the date of
Admission, the Company agrees that Seymour Pierce shall be offered the right of
first refusal to act as the Company’s exclusive placing agent, underwriter
and/or adviser on any United Kingdom public market equity fundraising. Furthermore,
the Company will not appoint any other financial adviser or any other broker to
act in relation to any United Kingdom public market equity fundraising unless:


 


(a)                                  Seymour Pierce has confirmed to the Company
in writing that it does not wish or is


 

















 


unable
to act on such fundraising; or


 


(b)                                 the fees, commissions and expenses which
Seymour Pierce proposes to charge in respect of such fundraising are higher
than the fees, commissions and expenses proposed to be charged  in
respect of such fundraising by the third party financial adviser or broker that
the Company instructs, Seymour Pierce having been given reasonable opportunity
to match the proposal of such third party.


 


For
the avoidance of doubt, the appointment of Royal Bank of Canada Europe Limited
as joint Broker shall not fall within the scope of this clause 2.3.


 


2.4                                Seymour Pierce shall be under no obligation to
act in relation to any particular fundraising, which is subject to agreement of
terms between Seymour Pierce and the Company in any event, and fundraising,
this shall not prejudice Seymour Pierce’s right of first refusal in respect of
any subsequent activity.


 


3.                                      Services
to be provided by Seymour Pierce


 


3.1                                Seymour Pierce shall act as the Company’s
Nominated Adviser for the purposes of the AIM Rules and in this capacity
shall provide continuing advice and guidance as the Directors may reasonably
require for the purpose of advising and guiding the Company and the Directors
as to their responsibilities and obligations under the AIM Rules including
(without limitation to the generality of the foregoing):-


 


(a)                                  providing advice and guidance on compliance by
the Company on an ongoing basis with the AIM Rules and being contactable
at all reasonable times, including seeking advice of the London Stock Exchange
where there is uncertainty as to the application or interpretation of the AIM
Rules or the Nomad Rules or where Seymour Pierce has a concern about
the reputation of AIM;


 


(b)                                 liaising as required with the AIM team of the
London Stock Exchange on matters relating to the continued trading of the
Company’s Ordinary Shares on AIM and providing the London Stock Exchange with
any information in  relation to the Company in any
such form and within such time limits as required by the AIM Rules or the
London Stock Exchange, provided that Seymour Pierce has previously been
supplied with the relevant information by the Company;


 


(c)                                  being available at all reasonable times to
advise and guide the Company and the Directors (in conjunction with the
Company’s legal advisers) on their responsibilities and obligations under the
AIM Rules;


 


(d)                                 attending (when reasonably requested by the
Directors of the Company) meetings of the Board and at general meetings of the
Company;


 


(e)                                  where appropriate, advising the Company on the
requirements of the AIM Rules in relation to its notifications to a RIS,
reviewing the content of draft notifications and liaising with the Company and
the London Stock Exchange, as appropriate, in relation to the release by the
Company of such notifications to a RIS, subject always to the timely receipt of
such requests and draft notifications from the Company;


 


(f)                                    monitoring the trading activity in the
Ordinary Shares on AIM and contacting the Company if there is a substantial
movement in the price of the Ordinary Shares to ascertain whether an
announcement or other action is required and liaising with the London Stock
Exchange where appropriate;


 


(g)                                 advising the Company on any proposed changes
to the Board including, where


 

















 


appropriate,
investigating and considering the suitability of proposed new appointments to
the Board and considering the efficacy of the Board as a whole for the needs of
the Company;


 


(h)                                 reviewing regularly with the Company the
actual trading performance and financial condition of the Company against any
profit forecast, estimate or projection included in the Admission Document or
otherwise made public, in order to assist the Company in deciding whether an
announcement is necessary under the AIM Rules; and


 


(i)                                     providing the Company with general advice
relating to matters such as dividend policy, corporate governance, Board
composition and strategy.


 


3.2                                Seymour Pierce will not appoint any agent to
fulfil any of its duties or obligations to the Company without the prior written
agreement of the Company.


 


3.3                                Seymour Pierce shall act as the Company’s
Broker and will be responsible to the London Stock Exchange for fulfilling the
responsibilities imposed by the Rules of the London Stock Exchange
relating to brokers appointed by AIM-quoted companies which include:


 


(a)                                  using best endeavours to find matching
business if there is no market maker in the Company’s shares;


 


(b)                                 providing information to the market through
the Stock Exchange Alternative Trading Service (“SEATS PLUS”), the Stock
Exchange Automated Quotation System (“SEAQ”) or such other systems specified by
the Rules of the London Stock Exchange from time to time; and


 


(c)                                  inputting to either SEATS PLUS, SEAQ or such
other systems specified by the Rules of the London Stock Exchange from
time to time, information about the Company as stipulated by the London Stock
Exchange.


 


3.4                                In addition to these responsibilities Seymour
Pierce will:-


 


(a)                                  act as the point of contact between  the investment community and the Company;


 


(b)                                 when requested, co-ordinate all transactions
in Ordinary Shares, with a view to maintaining an orderly market in Ordinary
Shares, to include any buy-backs of the Company’s Ordinary Shares that the
Company chooses to undertake;


 


(c)                                  when requested, co-ordinate all Directors’
transactions in Ordinary Shares, with a view to maintaining an orderly market
in Ordinary Shares;


 


(d)                                 advise the Company on investment conditions
and the pricing of its securities;


 


(e)                                  prepare and publish broker’s notes to the investment
community at such times as shall be deemed appropriate by Seymour Pierce; and


 


(f)                                    not appoint any agent to fulfil any of its
duties or obligations to the Company without the prior written agreement of the
Company.


 


3.5                                Seymour Pierce will provide these services in
accordance with the FSA Handbook, the AIM Rules, the Nomad Rules and any
related rules, procedures, notices, decisions, directions, guidance or other
requirements of the London Stock Exchange.


 


3.6                            Seymour Pierce has classified the Company as
an intermediate customer for the purposes


 

















 


of the FSA Handbook.


 


4.                                      Obligations
of the Company


 


4.1                                The Company undertakes to Seymour Pierce to
comply (and to procure that each of the Directors comply) on a timely basis
with the AIM Rules and any other obligations imposed from time to time by
the London Stock Exchange on companies whose securities have been admitted to
trading on AIM.


 


4.2                                The Company undertakes:


 


(a)                                  to comply (and to procure that each of the
Directors comply) without delay with all reasonable and proper directions given
by Seymour Pierce in its  role as the Company’s Nominated Adviser and
provide all such document as shall be reasonably requested by Seymour Pierce in
order to ensure compliance by the Company or the Directors with the FSA
Handbook, FSMA and the AIM Rules and compliance by Seymour Pierce with the
Nomad Rules;


 


(b)                                 to inform Seymour Pierce forthwith upon
becoming aware of any breach by the Company and/or any Director of the AIM
Rules and to request the advice and guidance of Seymour Pierce in relation
to all matters relevant to the Company’s compliance on an ongoing basis with
the AIM Rules and to inform Seymour Pierce of any advice received from the
Company’s legal advisers in respect of such breach; and;


 


(c)                                  if requested by Seymour Pierce,  to provide Seymour Pierce with notices of any  Board meetings at the same time the same are
despatched to the Directors and to permit a representative of Seymour Pierce to
attend all Board meetings as an observer (including (without limitation) by way
of telephone conference where such meetings are held outside of the UK) or to
make representations to the Board.


 


4.3                                The Company undertakes to Seymour Pierce to
use all reasonable endeavours to:


 


(a)                                  consult with Seymour Pierce in advance in
relation to any proposal not to comply in any material respect with any
statement of intent or undertaking contained in the Admission Document;


 


(b)                                 keep Seymour Pierce informed in respect of all
material changes or developments concerning or affecting the financial or
trading position or prospects of the Company and (to the extent that the same
is within the Company’s control) supply to Seymour Pierce forthwith upon
Seymour Pierce requesting the same all such documentation, assistance or
information relating to the Company, its business or affairs, its Directors and
substantial shareholders in each case which Seymour Pierce may reasonably
require in its capacity as Nominated Adviser;


 


(c)                                  have in place sufficient procedures, resources
and controls to enable it to comply with the AIM Rules and seek advice and
guidance from Seymour Pierce regarding the compliance by the Company with the
AIM Rules whenever appropriate, and to take such advice and guidance into
account;


 


(d)                                 keep Seymour Pierce fully informed of all
strategies, developments or discussions considered or held by the Board which
are reasonably likely to be relevant to the Appointment;


 


(e)                                  provide to Seymour Pierce without delay all
information which the Company is obliged in accordance with the AIM
Rules to notify to a RIS including copies of any


 

















 


notices
served by the Company under or pursuant to any requirements relating to
disclosure of interests in shares or other securities which are imposed on the
Company by its constitution, the law of its incorporation or any other source
of law or competent authority applicable to the Company;


 


(f)                                    supply Seymour Pierce with drafts of the
announcement of the Company’s annual results and drafts of any interim results
as soon as may be practicable and, in any event, at least one week prior to the
date on which the Company intends to release such documents and (if so
requested by Seymour Pierce at any time), provide to Seymour Pierce a copy of
the latest management accounts in relation to the Group;


 


(g)                                 supply Seymour Pierce with copies of the
audited annual accounts of the Company, approved by the directors and by the
auditors for the time being of the Company, within six months of the end of the
financial period to which they relate, and with copies of any interim results
within three months of the end of the relevant period;


 


(h)                                 consult with Seymour Pierce before entering
into, procuring or permitting any member of its Group to enter into, any
material commitment, arrangement or agreement including (without limitation)
any which would constitute a “substantial transaction” or “related party
transaction” as defined by Rules 12 and 13 of the AIM
Rules respectively, or any transaction that would constitute a reverse takeover or disposal resulting in a fundamental
change of business for the purposes of the AIM Rules, and provide copies of all
such prospective agreements, commitments or arrangements to be entered into to
Seymour Pierce;


 


(i)                                     comply with all laws and regulations in the United Kingdom and elsewhere including, without limitation, the Companies Act, the 2006 Act, FSMA,
the Prospectus Rules, Chapter 5 of the Disclosure and Transparency Rules, the
City Code on Takeovers and Mergers and the Criminal Justice Act 1993 insofar as
they relate to the Company;


 


(j)                                     adopt the Share Dealing Code and take all
proper and reasonable steps to ensure compliance by the Directors and
Applicable Employees (as defined in the AIM Rules) with the Share Dealing Code
and Rule 21 of the AIM Rules;


 


(k)                                  consult in advance with Seymour Pierce in relation to any changes proposed to the Board;


 


(l)                                     notify Seymour Pierce promptly on discovering
that any published press announcement, circular or other public document of the
Company contains any information or opinion which is in any material way inaccurate or misleading or
contains a material omission;


 


(m)                               inform Seymour Pierce without delay of any
proposed:


 


(i)                                     new developments which may require
notification under Rule 11 or Rule 17 of the AIM Rules;


 


(ii)                                  changes in Directors or their interests or
those of their Family in the Company’s securities;


 


(iii)                               issues of new securities (or cancellations of
existing securities); and


 














 


(iv)                              related party transactions, within the
meaning of Rule 13 of the AIM Rules;


 


(n)                                 inform Seymour Pierce of any information
which the Company believes is likely to affect the general character or nature
of the business of the Company or its Group;


 


(o)                                 authorise and direct the Company’s auditors
and professional advisers to supply Seymour Pierce with any information
concerning the Company which Seymour Pierce may from time to time reasonably
request in its capacity as Nominated Adviser; and


 


(p)                                 execute all such documents and do all such
things as may be reasonably required by, or may be reasonably necessary to
comply with, the requirements of the London Stock Exchange and Seymour Pierce
in connection with Seymour Pierce’s Appointment.


 


5.                                     Publicity
and other matters


 


5.1                                The Company undertakes to Seymour Pierce
that, for so long as Seymour Pierce shall continue as the Company’s Nominated
Adviser & Broker, the Company notify Seymour Pierce in advance of, and
consult with Seymour Pierce concerning the content, timing and the manner of
release or despatch of, any statement, circular, announcement or other material
document proposed to be issued by the Company (whether to shareholders of the
Company or otherwise), including in relation to:


 


(a)                                  the Company’s financial results, dividends or
prospects; or


 


(b)                                 any acquisition, disposal, reorganisation,
takeover, or change to the Board;


 


(c)                                  any material change between the Company’s
actual trading performance or financial position and any profit forecast,
estimate or projection; or


 


(c)                                  any other significant matter which the
Company proposes to make public.


 


5.2                                The Company undertakes that it will use all
reasonable endeavours to ensure that any statement made or announcement,
circular or other document published or issued will be true and accurate, not
misleading, will not omit anything material and will contain all information
necessary to comply with all applicable laws and regulations and where any
opinions are expressed, such opinions will be honestly and reasonably held and
made after due and careful consideration.


 


5.3                                Any obligations of Seymour Pierce to release
to an RIS any information which is required to be announced under the AIM
Rules shall be subject to Seymour Pierce having received such information from
the Company in reasonable time to enable Seymour Pierce to release such information within the time limits required by the AIM
Rules.


 


6.                                     Directors’
dealings and other Covenants


 


6.1                                The Company undertakes to Seymour Pierce that
the Company shall (and it shall procure that the Directors shall) comply with
the AIM Rules in so far as they relate to dealings in the securities of a
company whose securities have been admitted to trading on AIM (and in
particular Rules 17 and 21 thereof).


 

















 


6.2                                The Company confirms to Seymour Pierce that it
is intended that the Company should comply so far as practicable with the
Combined Code on the Principles of Good Governance and Code-of Best Practice
(in so far as it is practicable and appropriate for a public company of its
size) and QCA Guidelines and undertakes that if at any time it is intended that
the Company should not so comply with such Codes, then the Directors will
consult with Seymour Pierce (so long as Seymour Pierce is the Company’s
Nominated Adviser) in relation thereto.


 


6.3                                Any advice rendered by Seymour Pierce or any
Relevant Person will, save as required by the AIM Rules, be provided to the
Company, and will be confidential to, and may only be disclosed to, the
Company, any company in the Group, any company in the Torch Group, and any of
their representative directors, officers and professional advisers. Such advice
may not be relied upon by the Company for any purpose other than in connection
with this Agreement and, save as aforesaid, may not be disclosed to any third
party (unless the Company or any other permitted recipient comes under a legal
obligation to disclose it) nor used by or relied on by any third party save as
aforesaid, without Seymour Pierce’s express prior written consent.


 


7.                                     Further acknowledgement
and undertakings


 


7.1                                Save as required by the AIM Rules or any
other applicable law or regulations, neither any advice rendered by Seymour
Pierce nor any communication from Seymour Pierce in connection with the
services performed by Seymour Pierce pursuant to this Agreement may be quoted,
or referred to, in any public report, document, release or other communication
by the Company or by any related party without the prior written consent of
Seymour Pierce.


 


7.2                                The parties acknowledge that Seymour Pierce is
acting solely for the Company in relation to the subject matter of this
Agreement and no one else and accordingly that Seymour Pierce will not be
responsible to anyone other than the Company for providing the protections
afforded to customers of Seymour Pierce under FSA Handbook or for providing
advice in relation to or in connection
with such subject matter.


 


7.3                                The Company acknowledges that Seymour Pierce
is not responsible for providing any legal advice to the Company or the
Directors in respect of any applicable laws and regulations and, where
appropriate, the Company undertakes to obtain appropriate legal advice in
respect of these and to communicate to Seymour Pierce any such advice as is
relevant to the carrying out of Seymour Pierce’s services hereunder.


 


7.4                                The Company hereby acknowledges that Seymour
Pierce, companies and persons associated with it and other clients of Seymour
Pierce may, from time to time, have a material interest in any matter on which
Seymour Pierce advises the Company. Such an interest may give rise to a
conflict of interests and the Company hereby agrees that Seymour Pierce is not
obliged to disclose details of any such material interest to the Company in
relation to any specific advice, transaction or any other service rendered to
the Company by Seymour Pierce. The Company hereby agrees that as a result of
any such material interest Seymour Pierce may not be able to advise the Company
and Seymour Pierce reserves the right at any time in its absolute discretion to
decline to arrange any transaction or give advice or make any recommendation to
the Company. Seymour Pierce undertakes to the Company that it has in place
appropriate procedures and safe guards to manage any potential conflict in
accordance with the rules of the FSA Handbook and the Nomad Rules.


 


7.5                                Seymour Pierce and companies associated with
it operate policies of independence. These require any persons acting on behalf
of clients to disregard any material interests that


 

















 


Seymour
Pierce or its associates may have in respect of any matter on which they are
acting for those clients.


 


7.6                                The Company hereby acknowledges and agrees
that Seymour Pierce shall be under no duty to disclose to the Company or use
for its benefit anything that may come to the attention of Seymour Pierce or  any company or person associated
with Seymour Pierce either in the course of rendering similar services to
others (whether or not that employee is involved in providing services to the
Company or is separated from such persons by a Chinese wall) or in the event
that such disclosure or use would be a breach of duty or confidence owed by
Seymour Pierce to another person.


 


7.7                                The Company hereby agrees that Seymour Pierce
will not be required to account to the Company in any way for any benefit that
may accrue to Seymour Pierce or any company or person associated with it as a
result of a material interest in respect of any advice, transaction or service
rendered to the Company by Seymour Pierce, except where such benefit accrues as
a direct result of a breach by Seymour Pierce of this Agreement or the FSA
Handbook.


 


7.8                                The Company acknowledges and accepts that
Seymour Pierce may be required by law or by regulatory agencies and authorities
to disclose information and deliver documents relating to the Company and/or
the Directors received or acquired by Seymour Pierce in the course of the
Appointment. The Company expressly authorises any such disclosure or delivery
provided that, to the extent allowed, Seymour Pierce will provide the Company
with prior notice of any such obligations to disclose information. The Company
acknowledges that if the appointment of Seymour Piece is terminated under
clause 10 of this Agreement, Seymour Pierce shall, in accordance with the Nomad
Rules, be required to inform the London Stock Exchange of the reasons for its
ceasing to act, and may be required to discuss such reasons with the Company’s
new Nominated Adviser.


 


7.9                                The Company acknowledges and agrees that
under the AIM Rules Seymour Pierce owes a number of responsibilities
solely to the London Stock Exchange and will not incur any liability to the
Company or the Directors where it has acted in accordance with those
responsibilities.


 


7.10                          All correspondence and papers in Seymour
Pierce’s possession or control relating to the Appointment shall be and remain
Seymour Pierce’s sole property, save for any original documents held to the
Company’s order.


 


7.11                          Seymour Pierce is entitled to assume that
instructions have been properly authorised by the Company if they are given or
purported to be given by an individual or person who is or purports to be and
is reasonably believed by Seymour Pierce to be a director of the Company.


 


8.                                     Fees and
expenses


 


8.1                                The Company shall pay to Seymour Pierce an
annual retainer fee of $90,000 per annum for acting as Nominated Adviser and
Broker together with any applicable VAT thereon, which shall be payable in four
equal instalments in advance the first payment being due on the date of
Admission and thereafter at the end of each successive three month period
following the date of Admission subject to a pro-rated adjustment in respect of
termination occurring during any such three month period.


 


8.2                                In addition to the fee referred to in Clause
8.1, the Company shall pay Seymour Pierce’s out-of-pocket expenses reasonably
and properly incurred in connection with, or during the course of, the
appointment as Nominated Adviser and Broker within twenty-eight (28) days after
the issue of the invoice in respect thereof (together with any applicable VAT
thereon)


 

















 


and
such expenses may be set off against any sum which Seymour Pierce may be
holding to the Company’s account from time to time.


 


8.2.1                       The fee referred to in Clause 8.1 above shall
be exclusive of any additional work carried out by Seymour Pierce outside the
scope of this Agreement (e.g. advice on transactions or strategies, including
potential acquisitions, future fund raisings etc.) for which a separate fee or
fees will be agreed between the Company and Seymour Pierce at the relevant
time, such fee or fees being set out in the relevant engagement letter.


 


9                                        Indemnity


 


9.1                                No claim shall be made against any Relevant
Person to recover any loss or damage which the Company or any of its
shareholders, directors, officers, agents or employees or any other person may
suffer or incur by reason of or arising out of the proper carrying out by
Seymour Pierce, or on its behalf, of any obligations or services (or exercise
of rights) under this Agreement or otherwise in connection with the Appointment
or its role as the Company’s Nominated Adviser and Broker for the purposes of
the AIM Rules and the Nomad Rules unless and to the extent that such
loss or damage results from the negligence, default or fraud of such Relevant
Person or any breach by Seymour Pierce of its obligations under this Agreement
or any breach by any Relevant Person of the FSA Handbook or any applicable law
or regulations.


 


9.2                                The Company undertakes to Seymour Pierce (for
itself and, on the basis that it shall enjoy an absolute discretion as to the
enforcement of any claim under the terms of this Clause 9.2, as trustee for
each and every Relevant Person) to hold each Relevant Person fully and
effectively indemnified from and against all claims, actions, demands, liabilities
and proceedings made, brought or threatened against any Relevant Person
(whether or not successful, compromised or settled) in any jurisdiction by any
governmental agency or regulatory body or any other person whatsoever and
against all liabilities, losses, charges, costs and expenses which any Relevant
Person may pay, suffer or incur (including, but not limited to, those paid,
suffered or incurred in disputing any claim, action or demand and/or in
establishing its right to be indemnified pursuant to this Clause 9.2) and which
in any such case arises, directly or indirectly, out of or is attributable to
or would not have arisen but for the carrying out or performance by Seymour
Pierce, or on its behalf, of any of any obligations or services (or exercise of
rights) under this Agreement or otherwise in connection with the Appointment or
its role as the Company’s Nominated Adviser and Broker for the purposes of the
AIM Rules and the Nomad Rules or in anyway arising out of or in
connection with its relationship with the Company (whether before or after the
termination of this Agreement) unless and to the extent that the same result
from the negligence, default or fraud of Seymour Pierce or any breach by
Seymour Pierce of its obligations under this Agreement or any breach by any
Relevant Person of the FSA Handbook or any applicable law or regulations.


 


9.3                                If Seymour Pierce shall become aware of any
matters or circumstances giving rise to any claim by Seymour Pierce or any or
all of the Relevant Persons against the Company under the indemnity contained
in this Clause 9, Seymour Pierce shall as soon as reasonably practicable give
written notice including reasonable details thereof to the Company and enter
into and thereafter maintain consultation with the Company on all material
aspects of the matters or circumstances giving rise to the claim and the
Company shall be entitled upon written request (subject to Seymour Pierce being
indemnified and secured to its reasonable satisfaction against all reasonable
costs, damages and expenses thereby incurred and Seymour Pierce being satisfied (in its reasonable opinion) that the
repute or standing of Seymour Pierce or any other Relevant Person subject to
the claim would not be materially adversely affected thereby) either:


 


(a)                                  to allow the Company at its own expense and in
its absolute discretion to avoid, 


 

















 


dispute,
resist, compound or defend such claim in the name and on behalf of Seymour
Pierce or the Relevant Persons and to have conduct of any appeal or incidental
negotiations; or


 


(b)                                 to take or procure that the Relevant Persons
take such action as the Company may reasonably require to avoid, dispute,
resist, appeal, compromise, compound or defend any such claim or the matters or
circumstances giving rise to such an actual or potential claim;


 


for
which purpose Seymour Pierce will give and will procure that all Relevant
Persons shall give the Company all such co-operation and assistance and provide
all such information as it shall reasonably require for such purposes.


 


10                                 Termination


 


10.1         Either the Company or Seymour Pierce may terminate the appointment
contained in this Agreement by:-


 


(a)                                  giving to the other not less than three
months’ notice in writing such notice not to take effect prior to the first
anniversary of the date of Admission; or


 


(b)                                 in the event of the appointment of a
liquidator, receiver, administrative receiver or administrator over the whole
or substantially the whole of either party’s assets (except for the purposes of
a solvent reconstruction, amalgamation, reorganisation, merger or
consolidation) giving to the other notice in writing to take effect forthwith.


 


10.2                          Seymour Pierce may terminate its appointment
forthwith by giving written notice to the Company in any one of the following
events or circumstances:-


 


(a)                                  the Company does not pay any sum payable
under this Agreement after having received fourteen (14) days’ written notice
that it remains unpaid (and subject to there being no dispute concerning the
amount of such sum);


 


(b)                                 the Company commits any material breach of
any of the terms and conditions of this Agreement, which breach (if capable of
remedy) remains unremedied within fourteen (14) days’ service of a notice
specifying the breach and requiring it to be remedied;


 


(c)                                  any Director or the Company commits a
fraudulent act;


 


(d)                                 the Company or any Director commits any
material breach of the Act, the 2006 Act, the AIM Rules, the FSA Handbook or
any other laws or regulations to which the Company and/or the Directors are
subject from time to time in each case such that, in the reasonable opinion of
Seymour Pierce, such breach could jeopardise or damage the reputation of
Seymour Pierce; or


 


(e)                                  the Company fails to comply with advice given
to the Company and/or the Directors by Seymour Pierce such that, in the
reasonable opinion of Seymour Pierce, such failure could jeopardise or damage
the reputation of Seymour Pierce.


 


10.3                          The Company shall notify Seymour Pierce
promptly upon the occurrence of a Termination Event or any event or circumstance
which may reasonably be expected to give rise to the occurrence of a
Termination Event.


 


10.4                          Upon termination of the appointment of Seymour
Pierce contained in this Agreement:-


 

















 


(a)                                  the rights and obligations of the parties
under this Agreement shall terminate in relation to such appointment and be of
no further effect provided that the provisions of Clause 9.2 shall survive any
termination of this Agreement;


 


(b)                                 any rights or obligations to which any of the
parties to this Agreement may be entitled or be subject to in relation to such
appointment before such termination shall remain in full force and effect; and


 


(c)                                  the termination of such appointment shall not
affect or prejudice any right to damages or other remedy which the terminating
parties may have in respect of the Termination Event which gave rise to the
termination of such appointment or any other right to damages or other remedy
which any party may have in respect of any breach of this Agreement which
existed at or before the date of termination.


 


11                                 Miscellaneous


 


11.1                          Each of the provisions of this Agreement is
severable and .distinct from the others and the invalidity, illegality or
unenforceability of any one or more of the provisions of this Agreement shall
not affect the continuation in force of the remaining provisions of this
Agreement.


 


11.2                          No neglect, indulgence, failure to exercise or
delay of Seymour Pierce in exercising any right or remedy under this Agreement
shall constitute a waiver of such right or remedy and no single or partial
exercise of any right or remedy under this Agreement shall preclude or restrict
any other or future exercise of such right or remedy or the exercise of any
other right or remedy. The rights and remedies contained in this Agreement are
cumulative and not exclusive of any rights or remedies provided by law.


 


11.3                          Any waiver must be in writing and may be given
subject to any condition thought fit by the grantor. Any waiver shall be
effective only in the instance and for the purpose for which it is given.


 


11.4                          The indemnities set out in this Agreement
shall be in addition to and not be construed to limit, affect or prejudice any
other right or remedy available to Seymour Pierce or any Relevant Person and
any such indemnities shall be enforceable by it only to the extent that such
enforcement is not prohibited by the FSA Handbook.


 


11.5                          No term of this Agreement is enforceable under
the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party
to this Agreement other than a Relevant Person in relation to Clause
9 who may only enforce any provisions of this Agreement with the prior written
consent of Seymour Pierce. This Agreement may be amended and terminated in
accordance with its terms and without the consent of the Relevant Persons.


 


11.6                          Rights arising from or in connection with this
Agreement may not be assigned, save that Seymour Pierce may assign the benefit
of this Agreement to any parent undertaking or subsidiary undertaking of
Seymour Pierce or any subsidiary of such parent undertaking. This Agreement
shall be binding upon and enure for the benefit of the respective personal
representatives, heirs, successors and assigns of the parties.


 


11:7                          The terms of this Agreement supersede any
previous agreement between the parties relating to the subject matter of this
Agreement and, save for any additional terms agreed between the parties in an
engagement letter as stated in Clause 2.4 above, constitutes the entire
agreement between the parties relating to the subject matter of this Agreement.


 


11.8                          Seymour Pierce may record telephone calls with
the Company and the Directors without specific consent. The Company agrees that
any such recording shall be conclusive in the event of any dispute that may
arise.


 

















 


11.9                          The Company confirms that the Directors have
agreed that for the purposes of Data Protection legislation Seymour Pierce may
process personal data relating to them (using computer systems or otherwise) in
carrying out its duties under this agreement.


 


11.10                    Any complaint that the Company may have
regarding the provision of services under this agreement by Seymour Pierce
should, in the first instance, be referred to the Compliance Officer at Seymour Pierce’s registered office. As
the Company has been classified as an intermediate customer, it will not be
entitled to refer any complaint to the Financial Ombudsman Service.


 


12                                 Notices


 


12.1                          Any notice to be given under this Agreement
shall be given in writing signed by or on behalf of the party giving it and
shall be irrevocable without the written consent of the party on whom it is
served.


 


12.2                          Any such notice may only be served:-


 


(a)                                  by leaving it at or sending it by prepaid
first class letter through the post to, the address of the party to be served
which is referred to for that purpose in the Schedule to this Agreement or if
another address in England shall have been notified by that party to all the
other parties for the purposes of this Clause by notice given in accordance
with this Clause 12.2.(b) then to the address of such party which shall
have been so notified, for which purpose the latest notification shall
supersede all previous notifications; or


 


(b)                                 by facsimile (in which case it shall be deemed
to have been signed by or on behalf of the party giving it) to the facsimile number
for the party to whom it is to be sent.


 


12.3                          Notices shall be deemed served as follows:-


 


(a)                                  in the case of leaving the notice at the
relevant address, at the time of leaving it there;


 


(b)                                 in the case of service by post, on the second
Business Day following the day on which it was posted and in proving such
service it shall be sufficient to prove that the notice was properly addressed,
stamped and posted in the United Kingdom;


 


(c)                                  in the case of service by facsimile, on the
Business Day following the day on which it was transmitted and in proving such
service it shall be sufficient to produce a transmission notice from the
sender’s facsimile machine showing that the notice had been transmitted to the
correct fax number.


 


13                                 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 party
has executed at least one counterpart.


 


14                                 Law and
Jurisdiction


 


This
Agreement is subject to English law and the parties hereto hereby submit to the
non-exclusive jurisdiction of the English courts.


 

















 


SCHEDULE


 


THE DIRECTORS


 


James
Perrry Bryan, Jr. 


 


John
James Lendrum


 


Judy
Ley Allen


 


John
William Sharp Bentley 


 


Richard
Kelly Plato


 


All
of 1331 Lamar, Suite 1450, Houston, Texas 77010, United States of America


 

















 


	
  EXECUTED-by RESACA EXPLOITATION, INC.

  	
  )

  	
   

  
	
  acting
  by:-.

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Director

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Director/Secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  by SEYMOUR PIERCE LIMITED

  	
  )

  	
   

  
	
  acting
  by:-

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Director

  	
  )

  	
  Illegible

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Director/Secretary

  	
  )

  	
  Illegible

  



 

















 


	
  EXECUTED-by RESACA EXPLOITATION, INC.

  	
  )

  	
   

  
	
  acting
  by:-.

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Director

  	
  John
  Lendrum III

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Secretary

  	
  Mary Lou Fry

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  by SEYMOUR PIERCE LIMITED

  	
  )

  	
   

  
	
  acting
  by:-

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Director

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Director/Secretary

  	
   

  	
  )