exv4w2








    Exhibit 4.2



 




    [Form of
    Warrant Certificate]
    



 




    [FACE]
    



 


	 	 	 	 	 
	

    Number


	
 
	
    Warrants
	
 

	 









 




    THIS
    WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

    5:00 P.M. NEW YORK CITY
    TIME,                    ,
    2014



 




    RESOLUTE
    ENERGY CORPORATION

    Incorporated Under the Laws of the State of Delaware



 




    CUSIP ­
    ­



 




    Warrant
    Certificate



 



    This Warrant Certificate certifies that
              ,
    or registered assigns, is the registered holder
    of          
    warrants (the “Warrants”) to purchase
    shares of Common Stock, $0.0001 par value (the
    “Common Stock”), of Resolute Energy
    Corporation, a Delaware corporation (the
    “Company”). Each Warrant entitles the
    holder, upon exercise during the period set forth in the Warrant
    Agreement referred to below, to receive from the Company that
    number of fully paid and nonassessable shares of Common Stock
    (each, a “Warrant Share”) as set forth
    below, at the exercise price (the “Exercise
    Price”) as determined pursuant to the Warrant
    Agreement, payable in lawful money of the United States of
    America upon surrender of this Warrant Certificate and payment
    of the Exercise Price at the office or agency of the Warrant
    Agent referred to below, subject to the conditions set forth
    herein and in the Warrant Agreement. Defined terms used in this
    Warrant Certificate but not defined herein shall have the
    meanings given to them in the Warrant Agreement.



 



    Each Warrant is initially exercisable for one fully paid and
    non-assessable share of Common Stock. The number of Warrant
    Shares issuable upon exercise of the Warrants are subject to
    adjustment upon the occurrence of certain events set forth in
    the Warrant Agreement.



 



    The initial Exercise Price per share of Common Stock for any
    Warrant is equal to $13.00 per share. The Exercise Price is
    subject to adjustment upon the occurrence of certain events set
    forth in the Warrant Agreement.



 



    Warrants may be exercised only during the Warrant Exercise
    Period subject to the conditions set forth in the Warrant
    Agreement and to the extent not exercised by the end of such
    Warrant Exercise Period such Warrants shall become void.



 



    Reference is hereby made to the further provisions of this
    Warrant Certificate set forth on the reverse hereof and such
    further provisions shall for all purposes have the same effect
    as though fully set forth at this place.



 



    This Warrant Certificate shall not be valid unless countersigned
    by the Warrant Agent, as such term is used in the Warrant
    Agreement.




    










 






    This Warrant Certificate shall be governed and construed in
    accordance with the internal laws of the State of New York,
    without regard to conflicts of laws principles thereof.



 



    RESOLUTE ENERGY CORPORATION



 



    By:      ­
    ­




    Name:      ­
    ­




    Title:  ­
    ­




    Countersigned:




    Dated:          ,
    20          




    CONTINENTAL STOCK TRANSFER & TRUST COMPANY,




    as Warrant Agent



		
	    By: 	
    






    Authorized Signatory




    










 







    [Form of
    Warrant Certificate]
    



 




    [Reverse]
    



 



    The Warrants evidenced by this Warrant Certificate are part of a
    duly authorized issue of Warrants entitling the holder on
    exercise to receive shares of Common Stock and are issued or to
    be issued pursuant to a Warrant Agreement dated as
    of          ,
    2009 (the “Warrant Agreement”), duly
    executed and delivered by the Company to Continental Stock
    Transfer & Trust Company, a New York corporation,
    as warrant agent (the “Warrant Agent”),
    which Warrant Agreement is hereby incorporated by reference in
    and made a part of this instrument and is hereby referred to for
    a description of the rights, limitation of rights, obligations,
    duties and immunities thereunder of the Warrant Agent, the
    Company and the holders (the words
    “holders” or
    “holder” meaning the registered holders
    or registered holder) of the Warrants. A copy of the Warrant
    Agreement may be obtained by the holder hereof upon written
    request to the Company. Defined terms used in this Warrant
    Certificate but not defined herein shall have the meanings given
    to them in the Warrant Agreement.



 



    Warrants may be exercised at any time during the Warrant
    Exercise Period set forth in the Warrant Agreement. The holder
    of Warrants evidenced by this Warrant Certificate may exercise
    them by surrendering this Warrant Certificate, with the form of
    election to purchase set forth hereon properly completed and
    executed, together with payment of the Exercise Price as
    specified in the Warrant Agreement (or through “cashless
    exercise” if permitted or required by the Warrant
    Agreement) at the principal corporate trust office of the
    Warrant Agent. In the event that upon any exercise of Warrants
    evidenced hereby the number of Warrants exercised shall be less
    than the total number of Warrants evidenced hereby, there shall
    be issued to the holder hereof or his assignee a new Warrant
    Certificate evidencing the number of Warrants not exercised. No
    adjustment shall be made for any dividends on any Common Stock
    issuable upon exercise of this Warrant.



 



    Notwithstanding anything else in this Warrant Certificate or the
    Warrant Agreement, no Warrant may be exercised unless at the
    time of exercise (i) a registration statement covering the
    Warrant Shares to be issued upon exercise is effective under the
    Act and (ii) a prospectus thereunder relating to the
    Warrant Shares is current. In no event shall the Company be
    required to issue unregistered shares upon the exercise of any
    Warrant or settle Warrants on a net cash basis.



 



    The Warrant Agreement provides that upon the occurrence of
    certain events the number of Warrant Shares set forth on the
    face hereof may, subject to certain conditions, be adjusted. If,
    upon exercise of a Warrant, the holder thereof would be entitled
    to receive a fractional interest in a share of Common Stock, the
    Company will, upon exercise, round up or down to the nearest
    whole number of shares of Common Stock to be issued to the
    Warrant holder.



 



    Warrant Certificates, when surrendered at the principal
    corporate trust office of the Warrant Agent by the registered
    holder thereof in person or by legal representative or attorney
    duly authorized in writing, may be exchanged, in the manner and
    subject to the limitations provided in the Warrant Agreement,
    but without payment of any service charge, for another Warrant
    Certificate or Warrant Certificates of like tenor evidencing in
    the aggregate a like number of Warrants.



 



    Upon due presentation for registration of transfer of this
    Warrant Certificate at the office of the Warrant Agent a new
    Warrant Certificate or Warrant Certificates of like tenor and
    evidencing in the aggregate a like number of Warrants shall be
    issued to the transferee(s) in exchange for this Warrant
    Certificate, subject to the limitations provided in the Warrant
    Agreement, without charge except for any tax or other
    governmental charge imposed in connection therewith.



 



    The Company and the Warrant Agent may deem and treat the
    registered holder(s) thereof as the absolute owner(s) of this
    Warrant Certificate (notwithstanding any notation of ownership
    or other writing hereon made by anyone), for the purpose of any
    exercise hereof, of any distribution to the holder(s) hereof,
    and for all other purposes, and neither the Company nor the
    Warrant Agent shall be affected by any notice to the contrary.
    Neither the Warrants nor this Warrant Certificate entitles any
    holder hereof to any rights of a stockholder of the Company.