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Exhibit 4.4  


FORM
OF WARRANT AGREEMENT 


HICKS
ACQUISITION COMPANY I, INC. 


and 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Warrant Agent 




WARRANT
AGREEMENT 


Dated
as of [            ], 2007 







WARRANT
AGREEMENT

TABLE OF CONTENTS 



	 
	 
	 
	Page

	SECTION 1.	Appointment of Warrant Agent	1
	SECTION 2.	Warrant Certificates	1
	SECTION 3.	Execution of Warrant Certificates	1
	SECTION 4.	Registration and Countersignature	2
	SECTION 5.	Registration of Transfers and Exchanges; Transfer Restrictions	2
	SECTION 6.	Terms of Warrants	4
	 	(a)	  Exercise Price and Exercise Period	4
	 	(b)	  Redemption of Warrants	5
	 	(c)	  Exercise Procedure	6
	 	(d)	  Registration Requirement	7
	 	(e)	  Expiry Upon Liquidation of Trust Account	7
	SECTION 7.	Payment of Taxes	7
	SECTION 8.	Mutilated or Missing Warrant Certificates	8
	SECTION 9.	Reservation of Warrant Shares	8
	SECTION 10.	Obtaining Stock Exchange Listings	8
	SECTION 11.	Adjustment of Number of Warrant Shares	8
	 	(a)	  Stock Dividends—Split Ups	9
	 	(b)	  Aggregation of Shares	9
	 	(c)	  Merger, Reorganization, etc.	9
	 	(d)	  Adjustments In Exercise Price	10
	 	(e)	  Form of Warrant	10
	 	(f)	  Other Events	11
	SECTION 12.	Fractional Interests	11
	SECTION 13.	Notices to Warrant Holders	11
	SECTION 14.	Merger, Consolidation or Change of Name of Warrant Agent	11
	SECTION 15.	Warrant Agent	12
	SECTION 16.	Change of Warrant Agent	14
	SECTION 17.	Notices to Company and Warrant Agent	15
	SECTION 18.	Supplements and Amendments	15
	SECTION 19.	Successors	15
	SECTION 20.	Termination	15
	SECTION 21.	Governing Law	16
	SECTION 22.	Benefits of This Agreement	16
	SECTION 23.	Counterparts	16
	SECTION 24.	Force Majeure	16





	

Exhibit A	

Form of Warrant Certificate
	Exhibit B	Legend—Sponsor's Warrants
	Exhibit C	Legend—Co-Investment Warrants












        THIS WARRANT AGREEMENT (this "Agreement"), dated as of [    ], 2007, is by and between Hicks Acquisition
Company I, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as
Warrant Agent (the "Warrant Agent"). 



        WHEREAS,
the Company proposes to issue (i) up to 46,000,000 units (the "Public Units") to be offered in the Company's initial
public offering (the "IPO") pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission (the
"Public Warrants") with each Public Unit consisting of one share of Common Stock and one Warrant and (ii) 7,000,000 warrants bearing the legend
set forth in Exhibit B hereto to be sold to HH-HACI, L.P., a Delaware limited partnership (the
"Sponsor") in a private placement to occur simultaneously with the consummation of the Company's IPO (the "Sponsor's
Warrants"), which in each case entitle the holders thereof to purchase shares of common stock of the Company, $0.0001 par value per share ("Common
Stock," and the Common Stock issuable on exercise of the Public Warrants, the Founder's Warrants or the Sponsor's Warrants, the "Warrant
Shares"); 


        WHEREAS,
Thomas O. Hicks, the Company's chairman of the board and chief executive officer (the "Founder"), has agreed to purchase,
directly or through a controlled affiliate, in a private placement that will occur immediately prior to the Company's consummation of an Initial Business Combination (as defined below), 2,000,000
warrants bearing the legend set forth in Exhibit C hereto, entitling the holder thereof to purchase shares of Common Stock (the
"Co-Investment Warrants"); 


        WHEREAS,
the Sponsor, William H. Cunningham, William A. Montgomery, Brian Mulroney and William F. Quinn (collectively, the "Initial
Stockholders") has previously purchased 11,500,000 warrants entitling the holder thereof to purchase shares of Common Stock (the "Founder's Warrants" and together with the
Public Warrants and the Sponsor's Warrants, the "Warrants"); and 



        WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, transfer, exchange and
exercise of Warrants and other matters as provided herein. 


        NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows: 


        SECTION
1.    Appointment of Warrant Agent.    The Company hereby appoints the Warrant Agent to act as agent for the
Company in accordance with the instructions set forth in this Agreement, and the Warrant Agent hereby accepts such appointment. 


        SECTION
2.    Warrant Certificates.    The certificates evidencing the Warrants (the "Warrant
Certificates") to be delivered pursuant to this Agreement shall be in registered form only and shall be substantially in the form set forth in  Exhibit A attached hereto.
The Founder's Warrants were formerly represented by a warrant issued by the Company to the Sponsor, effective
March 1, 2007 (the "Founder's Warrant Agreement"). 



        SECTION
3.    Execution of Warrant Certificates.    Warrant Certificates shall be signed on behalf of the Company by
its Chairman of the Board or its President or Chief Executive Officer or a Vice President and by its Secretary or an Assistant Secretary. Each such signature upon the Warrant Certificates may be in
the form of a facsimile signature of the present or any future Chairman of the Board, President, Chief Executive Officer, Vice President, Secretary or Assistant Secretary and may be imprinted or
otherwise reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile signature of any person who shall have been Chairman of the Board, President, Chief
Executive Officer, Vice President, Secretary or Assistant Secretary, notwithstanding the fact that at the time the Warrant Certificates shall be countersigned and delivered or disposed of he or she
shall have ceased to hold such office. 







 



        In
case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer before the Warrant Certificates so signed shall have been
countersigned by the Warrant Agent, or disposed of by the Company, such Warrant Certificates nevertheless may be countersigned and delivered or disposed of as though such person had not ceased to be
such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper
officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer. 


        Warrant
Certificates shall be dated the date of countersignature by the Warrant Agent. 


        SECTION
4.    Registration and Countersignature.    Warrant Certificates shall be countersigned by the Warrant Agent
and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon the written instructions of the Chairman of the Board, the President or Chief Executive Officer, a Vice
President, the Treasurer or the Chief Financial Officer of the Company, countersign, issue and deliver Warrants as provided in this Agreement. 


        The
Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or
other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 



        SECTION
5.    Registration of Transfers and Exchanges; Transfer Restrictions.    The Warrant Agent shall from time to
time, subject to the limitations of this Section 5, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender
thereof duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered
holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to
the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary
manner. 


        The
Founder's Warrants and the Sponsor's Warrants may not be sold or transferred prior to the date that is one hundred and eighty (180) days after the date (such date, the
"Transfer Restriction Termination Date") upon which the Company completes an acquisition, through a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses or assets (its "Initial Business Combination"), except
(A) to the Company's officers or directors, any affiliates or family members of any of the Company's officers or directors or any affiliates of the Sponsor (as defined below), (B) in the
case of an Initial Stockholder (other than the Sponsor), by gift to a member of the Initial Stockholder's immediate family or to a trust, the beneficiary of which is a member of the Initial
Stockholder's immediate family, an affiliate of the Initial Stockholder or to a charitable organization;(C) by virtue of the laws of descent and distribution upon death of Initial Stockholders (other
than the Sponsor); (D) by virtue of the laws of the state of Delaware or the Sponsor's limited partnership agreement upon dissolution of the Sponsor; (E) in the case of an Initial
Stockholder (other than the Sponsor) pursuant to a qualified domestic relations order; (F) in the event of a liquidation of the Company prior to the Company's completion of its Initial Business
Combination or (G) the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all the Company's stockholders having the right to exchange their
shares of Common Stock for cash, securities or other property subsequent to the Company's consummation of an Initial Business Combination; provided,
however, that the permissive transfers set forth above may be implemented only upon the respective transferee's written agreement with the Company to be bound by the terms and
conditions of such transfer restrictions (the "Permitted Transferees"). 


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        The
Co-Investment Warrants may not be sold or transferred prior to the Transfer Restriction Termination Date, except (A) to the Company's officers or directors, any
affiliates or family members of any of the Company's officers or directors or any affiliates of the Sponsor, (B) 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 (C) by virtue of the laws of descent
and distribution upon death of the Founder; (D) if a controlled affiliate of the Founder purchases the Co-Investment Warrants, by virtue of the laws of the state of such entity's
organization or organizational documents upon dissolution of such controlled affiliate; (E) in the case of the Founder, pursuant to a qualified domestic relations order; (F) in the event
of a liquidation of the Company prior to the Company's completion of its Initial Business Combination or (G) the consummation of a liquidation, merger, stock exchange or other similar
transaction which results in all the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company's consummation of
an Initial Business Combination; provided, however, that the permissive transfers set forth above may be implemented only upon the respective
transferee's written agreement with the Company to be bound by the terms of such transfer restrictions. 


        The
holders of any Founder's Warrants, Sponsor's Warrants or Co-Investment Warrants or Warrant Shares issued upon exercise of any Sponsor's Warrants or
Co-Investment Warrants further agree, prior to any transfer of such securities, to give written notice to the Company expressing its desire to effect such transfer and describing briefly
the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and any such holder agrees not to make any disposition of all or any portion of such
securities unless and until: 


        (a)   there
is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such
registration statement, in which case the legends set forth in Exhibit B, Exhibit C or
Section 6(c) hereof, as the case may be (collectively, the "Legends") with respect to such securities sold pursuant to such registration
statement shall be removed; or 


        (b)   if
reasonably requested by the Company, (A) the holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such Securities under the Securities Act, (B) the Company shall have received customary representations and warranties regarding the transferee
that are reasonably satisfactory to the Company signed by the proposed transferee and (C) the Company shall have received an agreement by such transferee to the restrictions contained in the
Legends. 


        Each
Public Warrant shall initially be issued together with one share of Common Stock as a unit (a "Unit"). The shares of Common Stock and
Public Warrants comprising a Unit shall not be separately transferable until the 45th day following the date of the final prospectus related to the offering of the Public Warrants
(unless Citigroup Global Markets Inc. informs the Company of its decision to allow earlier separate trading), subject to the Company having filed a Current Report on Form 8-K
with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company's receipt of the gross proceeds of the offering of the Units and having issued a press release
announcing when such separate trading of the shares of Common Stock and Public Warrants comprising the Units will begin (such date the "Detachment
Date"). Prior to the Detachment Date, Public Warrants may be transferred or exchanged only together with the Unit in which such Public Warrant is included, and only for the
purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, prior to the Detachment Date, each transfer of a Public Unit on the register relating to such Units
shall operate also to transfer the Public Warrant included in such Unit. 


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        Subject
to the terms of this Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate
trust office, which is currently located at the address listed in Section 17 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the
aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if
so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant
Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. 


        The
Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required
pursuant to the provisions of this Section 5. 


        SECTION
6.    Terms of Warrants    


        (a)   Exercise Price and Exercise Period


        The
initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the "Exercise Price")
shall be $7.50 per share, and each Warrant shall be initially exercisable to purchase one share of Common Stock. 


        Subject
to the terms of this Agreement (including without limitation Section 6(d) below), each Warrant holder shall have the right, which may be exercised commencing at the
opening of business on the first day of the applicable Warrant Exercise Period set forth below and until 5:00 p.m., New York City time, on the last day of such Warrant Exercise Period, to
receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise
Price then in effect for such Warrant Shares. No adjustments as to dividends will be made upon exercise of the Warrants. 


        The
"Warrant Exercise Period" shall commence (subject to Section 6(d) below): 



	(A)
	With
respect to the Public Warrants, the Sponsor Warrants and the Co-Investment Warrants, on the later of



	(i)
	the
date that is 12 months from the date of the final prospectus relating to the offering of the Public Warrants; and



	(2)
	the
date on which the Company completes its Initial Business Combination; 




and
shall end on the earlier of: 


	(1)
	the
date that is four years from the date of the final prospectus relating to the offering of the Public Warrants; and



	(2)
	the
Business Day preceding the date on which such Warrants are redeemed pursuant to Section 6(b) below or expire pursuant to Section 6(e) below.



	(B)
	With
respect to the Founder's Warrants, any time after the Closing Price (as defined below) exceeds $13.75 for any 20 days within any 30 day trading period beginning
90 days after the Company's completion of its initial business combination (as defined in the Prospectus) and shall end on the date that is four years from the date of the final prospectus
relating to the offering of the Public Warrants 




        "Business Day" shall mean any day on which the American Stock Exchange is open for trading and which is not a Saturday, a Sunday or any
other day on which banks in the City of New York, New York, are authorized or required by law to close. 


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        Each
Warrant not exercised prior to 5:00 p.m., New York City time, on the last day of the Warrant Exercise Period shall become void and all rights thereunder and all rights in
respect thereof under this Agreement shall cease as of such time. 


        (b)   Redemption of Warrants


        The
Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant, upon not less than 30 days' prior written notice of redemption to each
Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a) above, if, and only if, (A) the Closing Price has equaled or exceeded $13.75 per share
for any 20 trading days within a 30-trading-day period ending on the third Business Day prior to the notice of redemption to Warrant holders and (B) at all times between
the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating
to those Warrant Shares is available. 


        The
"Closing Price" of the Common Stock on any date of determination means: 



	(A)
	the
closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the Common Stock (regular way) on
the American Stock Exchange on that date (or, if no closing price is reported, the last reported sale price during that regular trading session),



	(B)
	if
the Common Stock is not listed for trading on the American Stock Exchange on that date, as reported in the composite transactions for the principal United States securities
exchange on which the Common Stock is so listed,



	(C)
	if
the Common Stock is not so reported, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the OTC Bulletin Board,
the National Quotation Bureau or similar organization, or



	(D)
	if
the Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the Common Stock from at least three nationally recognized investment
banking firms that the Company selects for this purpose. 




        Notwithstanding
the foregoing, none of the Founder's Warrants or Sponsor's Warrants shall be redeemable at the option of the Company so long as they are held by the Sponsor or a
Permitted Transferee and none of the Co-Investment Warrants shall be redeemable so long as they are held by the Founder, the relevant controlled affiliate or a Permitted Transferee;
provided that the fact that one or more Founder's Warrants, Sponsor's Warrants or Co-Investment Warrants are non-redeemable by operation of this sentence shall not affect the
Company's right to redeem, pursuant to the other provisions of this Section 6(b), the Public Warrants, the Co-Investment Warrants,
Founder's Warrants and all Sponsor's Warrants that are not held, in the case of the Founder's Warrants and the Sponsor's Warrants, by the Initial Stockholders, the Sponsor or a Permitted Transferee
and in the case of the Co-Investment Warrants, by the Founder, the relevant controlled affiliate or a Permitted Transferee. Any Founder's Warrants, Sponsor's Warrant or
Co-Investment Warrants not held by the Initial Stockholders, the Sponsor, the Founder's Affiliates (in the case of the Co-Investment Warrants) or a Permitted Transferee shall
become Public Warrants and subject to the same terms and conditions hereunder as all other Public Warrants. 


5







 



        (c)   Exercise Procedure. 


        A
Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in
Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such
other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable)
for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to
the order of the Company in New York Clearing House Funds, or the equivalent thereof. 


        In
the event the Company calls the Warrants and the Co-Investment Warrants for redemption as described above, the Company may require all holders that wish to exercise such
warrants to do so on a "cashless basis." In such event, each such holder will pay the exercise price by surrendering its Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (A) the product of the number of shares of Common Stock underlying such Warrants, multiplied by the difference between the Exercise Price of such Warrants and the Fair
Market Value (defined below) by (B) the Fair Market Value. The "Fair Market Value" shall mean the average reported last sale price of the Common
Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Warrant holders. 


        The
Initial Stockholders and their Permitted Transferees will be entitled to exercise the Founder's Warrants and the Sponsor's Warrants, as described above for cash or on a "cashless
basis." In the event such a holder elects to exercise the Founder's Warrants or Sponsor's Warrants on a cashless basis, each such holder will pay the exercise price by surrendering its Founder's
Warrants or Sponsor's Warrants, as the case may be, for that number of shares of Common Stock equal to the quotient obtained by dividing (A) the product of the number of shares of Common Stock
underlying its Founder's Warrants or Sponsor's Warrants, as applicable,, multiplied by the difference between the Exercise Price of such Warrants and the Fair Market Value by (B) the Fair
Market Value. Except as required to do so by the Company in the event that the Company calls the Warrants for redemption pursuant to Section 6(b) above, the Public Warrants and the
Co-Investment Warrants may not be exercised on a cashless basis. 


        Subject
to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price (or notice of settlement on a cashless basis, if applicable) the
Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full
Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to
have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. 


        The
Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is
exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant
or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this
Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the
Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance
on such assumption. 


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        All
Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent
in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the
purchase of the Warrant Shares through the exercise of such Warrants. 


        The
Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during
normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. 


        Certificates
evidencing Warrant Shares issued upon exercise of a Sponsor's Warrant or Co-Investment Warrant shall contain the following legend, unless such Warrant Shares
were issued pursuant to an effective registration statement under the Securities Act of 1933, as amended: 


        THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. 


        SECURITIES
EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. 



        (d)   Registration Requirement. Notwithstanding anything else in this Section 6, no Warrant may be exercised unless at
the time of exercise (A) a registration statement covering the Warrant Shares to be issued upon exercise is effective under the Act and (B) a prospectus thereunder relating to the
Warrant Shares is current. The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants from the date the Warrants
become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise Period, a
registration statement covering the Warrant Shares to be issued upon exercise is not effective under the Act, all the rights of holders hereunder shall terminate and all of the Warrants shall expire
unexercised and worthless, and as a result, purchasers of the Units will have paid the full Unit purchase price solely for the share of Common Stock included in each Unit. 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. 


        (e)   Expiry Upon Liquidation of Trust Account. If the Company is dissolved because it fails to effect an Initial Business
Combination within the applicable period set forth in its certificate of incorporation, all of the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and
worthless, and as a result purchasers of the Units will have paid the full Unit purchase price solely for the share of Common Stock included in each Unit. 


        SECTION
7.    Payment of Taxes.    The Company will pay all documentary stamp taxes attributable to the initial
issuance of Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not
be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that
of the registered holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 


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        SECTION 8.    Mutilated or Missing Warrant Certificates.    In case any of the Warrant Certificates shall be
mutilated, lost, stolen or destroyed, the Company shall issue and the Warrant Agent shall countersign, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or
in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of
evidence satisfactory to the Company and the Warrant Agent of such loss, theft or destruction of such Warrant Certificate and indemnity, also satisfactory to the Company and the Warrant Agent.
Applicants for such new Warrant Certificates must pay such reasonable charges as the Company may prescribe. 


        SECTION
9.    Reservation of Warrant Shares.    The Company will at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any
obligation to issue Warrant Shares upon exercise of Warrants, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The Warrant
Agent shall have no duty to verify availability of such shares set aside by the Company. 


        The
Company or, if appointed, the transfer agent for the Common Stock (the "Transfer Agent") and every subsequent transfer agent for any
shares of the Common Stock issuable upon the exercise of any of the Warrants will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required
for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any shares of the Common Stock issuable upon the exercise
of the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon
exercise thereof in accordance with the terms of this Agreement. The Company will supply such Transfer Agent with duly executed certificates for such purposes. The Company will furnish such Transfer
Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 13 hereof. 


        Before
taking any action which would cause an adjustment pursuant to Section 11 hereof to reduce the Exercise Price below the then par value (if any) of the Warrant Shares, the
Company will take any commercially reasonable corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. 


        The
Company covenants that all Warrant Shares which may be issued upon exercise of Warrants will, upon payment of the Exercise Price therefor and issue, be fully paid, nonassessable,
free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. 


        SECTION
10.    Obtaining Stock Exchange Listings.    The Company will from time to time take all commercially
reasonable actions which may be necessary so that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on the principal securities exchanges and markets
within the United States of America, if any, on which other shares of Common Stock are then listed. 


        SECTION
11.    Adjustment of Number of Warrant Shares.    


        The
number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 11.
For purposes of this Section 11, "Common Stock" means shares now or hereafter authorized of any class of common stock of the Company and any
other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings
of the Company without limit as to per share amount. 


8







 



        (a)   Stock Dividends—Split-Ups. If after the date hereof, and subject to the provisions of
Section 12 hereof, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock,
or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be
increased in proportion to such increase in outstanding shares of Common Stock. 


        (b)   Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 12 hereof, the number of
outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date
of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion
to such decrease in outstanding shares of Common Stock. 


        (c)   Merger, Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 11(a) or 11(b) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company
with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an
entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a
change in shares of Common Stock covered by Section 11(a) or 11(b) hereof, then such adjustment shall be made pursuant to Sections 11(a), 11(b), and 11(d) hereof and this Section 11(c).
The provisions of this Section 11(c) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. 


9







 



        (d)   Extraordinary Dividends. If the Company distributes to all holders of its Common Stock any of its assets (including cash)
or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable
upon exercise of each Warrant shall be adjusted in accordance with the formula: 


N' =
N × M / (M-F) 



	 	
  where:
	 	
 N'=	

the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.
	 	
 N =	

the current number of shares of Common Stock issuable upon exercise of each Warrant.
	 	
 M =	

the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution.
	 	
 F =	

the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration
required to be paid upon exercise thereof. The Company's Board of Directors (the "Board") shall reasonably determine the fair market value in good faith.





        The
adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders
entitled to receive such distribution. 


        This
subsection (d) does not apply to any dividends or distributions made in connection with, or as part of, (i) regular quarterly or other periodic dividends;
(ii) any of the actions contemplated by Sections 11(a), 11(b) or 11(e); (iii) the conversion rights of the holders of Common Stock upon consummation of the Company's Initial Business
Combination; or (iv) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate an Initial Business Combination. If any adjustment is made
pursuant to this subsection (d) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not
all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend date
for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the
ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (d), if "M-F" in the above formula is less than $1.00, the Company
may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (d), distribute to the holders of the Warrants, upon
exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised
immediately prior to the record date for such distribution. 


        (e)   Adjustments To Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in Sections 11(a) and 11(b) hereof, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment
by a fraction (A) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (B) the
denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 


10







 

        (f)    Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 11,
and Warrants issued after such adjustment may state the same Exercise Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company
may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed. 


        (g)   Other Events. If any event occurs as to which the foregoing provisions of this Section 11 are not strictly
applicable or, if strictly applicable, would not, in the good faith judgment of the Board, fairly and adequately protect the purchase rights of the registered holders of the Warrants in accordance
with the essential intent and principles of such provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles,
as shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase rights as aforesaid. 


        SECTION
12.    Fractional Interests.    Notwithstanding any provision contained in this Agreement to the contrary, the
Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 12, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up or down to the nearest whole number of the shares of Common Stock to be issued to
the Warrant holder. 


        SECTION
13.    Notices to Warrant Holders.    Upon every adjustment of the Exercise Price or the number of shares
issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Section 11(a), (b), (c) or (e) hereof, then, in any such event, the Company shall give written notice to each
Warrant holder, at the last address set forth for such holder in the warrant register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall
not affect the legality or validity of such event. 


        SECTION
14.    Merger, Consolidation or Change of Name of Warrant Agent.    Any corporation into which the Warrant
Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to
all or substantially all the corporate trust or agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor warrant agent under the provisions of Section 16 hereof. In case at
the time such successor to the Warrant Agent shall succeed to the agency created by this Agreement, and in case at that time any of the Warrant Certificates shall have been countersigned but not
delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and in case at that time any of the Warrant Certificates shall not have been
countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor to the Warrant Agent;
and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement. 


11







 



        In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent
whose name has been changed may adopt the countersignature under its prior name, and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed name, and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant
Certificates and in this Agreement. 


        SECTION
15.    Warrant Agent.    The Warrant Agent undertakes the duties and obligations imposed by this Agreement
(and no implied duties or obligations shall be read into this Agreement against the Warrant Agent) upon the following terms and conditions, by all of which the Company and the holders of Warrants, by
their acceptance thereof, shall be bound: 


        (a)   The
statements contained herein and in the Warrant Certificates shall be taken as statements of the Company and the Warrant Agent assumes no responsibility for the
correctness of any of the same except to the extent that any such statements describe the Warrant Agent or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect
to the distribution of the Warrant Certificates except as otherwise provided herein. 


        (b)   The
Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates
to be complied with by the Company. 


        (c)   The
Warrant Agent may consult at any time with counsel of its own selection (who may be counsel for the Company) and the Warrant Agent shall incur no liability or
responsibility to the Company or to any holder of any Warrant Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the
advice of such counsel. The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall
not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 



        (d)   The
Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished
to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Certificate for
any action taken in reliance on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument (whether in its original
or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. 



        (e)   The
Company hereby agrees to (A) pay to the Warrant Agent such compensation for all services rendered by the Warrant Agent in the administration and execution of
this Agreement as the Company and the Warrant Agent shall agree to in writing, (B) reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and
nature incurred by the Warrant Agent in the execution of this Agreement (including fees and expenses of its counsel) and (C) indemnify the Warrant Agent (and any predecessor Warrant Agent) and
hold it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the
Warrant Agent) and liabilities (including judgments, costs and counsel fees and expenses), suffered or incurred by the Warrant Agent for anything done or omitted by the Warrant Agent in the execution
of this Agreement except as a result of its negligence or willful misconduct. The provisions of this Section 15(e) shall survive the expiration of the Warrants and the termination of this
Agreement. 


12







 



        (f)    The
Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company
or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with security and indemnity satisfactory to it for any costs and expenses which may be incurred, but this
provision shall not affect the power of the Warrant Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this
Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding
relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent and any recovery of judgment shall be for the ratable benefit of
the registered holders of the Warrants, as their respective rights or interests may appear. 



        (g)   The
Warrant Agent, and any stockholder, director, officer or employee of it, may buy, sell or deal in any of the Warrants or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent
under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. 


        (h)   The
Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be
liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of
judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no
event shall the Warrant Agent be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant
Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. 


        (i)    The
Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the
Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any such
adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with
respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with
respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. 



        (j)    Notwithstanding
anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or
other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court
of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental
authority prohibiting or otherwise restraining performance of such obligation; provided, however that (A) the Company must use its reasonable
best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (B) nothing in this Section 15(j) shall affect the Company's obligation under
Section 6(d) hereof to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus
relating to those Warrant Shares. 


13







 



        (k)   Any
application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be
taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for
any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking
any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or
omitted. 


        (l)    No
provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or in the exercise of its rights. 


        (m)  In
addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection
with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent's reckless disregard of its duty, gross negligence or willful misconduct and are in reliance
upon (A) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall
have actual knowledge that, as executed, such certification is untrue, or (B) the non-execution of such certification including, without limitation, any refusal to honor any
otherwise permissible assignment or election by reason of such non-execution. 


        SECTION
16.    Change of Warrant Agent.    The Warrant Agent may at any time resign as Warrant Agent upon written
notice to the Company. If the Warrant Agent shall become incapable of acting as Warrant Agent, the Company shall appoint a successor to such Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing of such resignation or of such incapacity by the Warrant Agent or by the registered holder of a Warrant Certificate,
then the registered holder of any Warrant Certificate or the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the
Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a
majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed
within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such
successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents
and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a
successor to the Warrant Agent. 


14







 



        SECTION
17.    Notices to Company and Warrant Agent.    Any notice or demand authorized by this Agreement to be given
or made by the Warrant Agent or by the registered holder of any Warrant Certificate to or on the Company shall be sufficiently given or made when and if deposited in the mail, first class or
registered, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: 





Hicks
Acquisition Company I, Inc.

100 Crescent Court, Suite 1200

Dallas, TX 75201

Attention: Chief Financial Officer 






        In
case the Company shall fail to maintain such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations may be made and
notices and demands may be served at the principal corporate trust office of the Warrant Agent. 


        Any
notice pursuant to this Agreement to be given by the Company or by the registered holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently given when and if
deposited in the mail, first-class or registered, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company) to the Warrant Agent as follows: 





Continental
Stock Transfer & Trust Company

17 Battery Place

New York, NY 10004

Attention: Compliance Department 






        SECTION
18.    Supplements and Amendments.    The Company and the Warrant Agent may from time to time supplement or
amend this Agreement without the approval of any holders of Warrant Certificates in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or
desirable and which shall not in any way adversely affect the interests of the holders of Warrant Certificates theretofore issued. Upon the delivery of a certificate from an appropriate officer of the
Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 18, the Warrant Agent shall execute such supplement or amendment. Notwithstanding
anything in this Agreement to the contrary, the prior written consent of the Warrant Agent must be obtained in connection with any supplement or amendment which alters the rights or duties of the
Warrant Agent. The Company and the Warrant Agent may amend any provision herein with the consent of the holders of Warrants exercisable for a majority of the Warrant Shares issuable on exercise of all
outstanding Warrants that would be affected by such amendment. 


        SECTION
19.    Successors.    All the covenants and provisions of this Agreement by or for the benefit of the Company
or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. 


        SECTION
20.    Termination.    This Agreement will terminate on any earlier date if all Warrants have been exercised
or expired without exercise. The provisions of Section 15 hereof shall survive such termination. 


15







 



        SECTION
21.    Governing Law.    This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York. The parties agree that all actions and
proceedings arising out of this Agreement or any of the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in a New York
State Court in the County of New York and that, in connection with any such action or proceeding, the parties will submit to the jurisdiction of, and venue in, such court. Each of the parties hereto
also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby. 



        SECTION
22.    Benefits of This Agreement.    Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrant Agent and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and this Agreement
shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered holders of the Warrant Certificates. 


        SECTION
23.    Counterparts.    This Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 


        SECTION
24.    Force Majeure.    In no event shall the Warrant Agent be responsible or liable for any failure or delay
in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or
computer (software or hardware) services. 


16







 

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



	 	 	HICKS ACQUISITION COMPANY I, INC.
	

 	
 	

By:	

  
 Joseph B. Armes

President, Chief Executive Officer and Chief Financial Officer
	

 	
 	

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	

 	
 	

By:	

  

	 	 	Name:	  

	 	 	Title:	  





17









EXHIBIT A 


[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,                        , 2011  


 
  HICKS ACQUISITION COMPANY I INC.
  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, $.0001 par value (the "Common
Stock"), of Hicks Acquisition Company I, Inc., 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 $7.50 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. 



	 	 	HICKS ACQUISITION COMPANY I, INC.
	

 	
 	

By	

    
 Joseph B. Armes

President





   




	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 [    ], 2007 (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 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. 


        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. 







 
 

Election to Purchase    
    
    (To Be Executed Upon Exercise Of Warrant)    



        The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to
receive                        shares of Common Stock and herewith tenders payment
for such shares to the order of Hicks Acquisition Company I, Inc. (the "Company") in the amount of $            in accordance with the terms hereof. The undersigned requests that a
certificate for such shares be registered in the name of                        , whose address
is                        and that such shares be delivered
to                        whose address
is                        
                        . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares be registered in the name of                        , whose address
is                        , and that such Warrant Certificate be delivered
to                        , whose address is
                        . 


        In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6(b) of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6(c) of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with Section 6(c) of the Warrant Agreement. 


        In
the event that the Warrant is a Founder's Warrant or Sponsor's Warrant (as such terms are defined in the Warrant Agreement), this Warrant may be exercised, to the extent allowed by
the Warrant Agreement, through cashless exercise pursuant to Section 6(c) of the Warrant Agreement, in which case (i) the number of shares that this Warrant is exercisable for would be
determined in accordance with Section 6(c) of the Warrant Agreement and (ii) the holder hereof will complete the following: The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, through the cashless exercise provisions of Section 6(c) of the Warrant Agreement, to receive            shares of Common Stock. If said
number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered in the name of                        , whose address
is                        , and that such Warrant Certificate be delivered
to                        ,
whose address is                        . 



	Date:            , 20      	 	    
 (Signature)
	

 	
 	

    
    
    
 (Address)
	

 	
 	

    
 (Tax Identification Number)
	

Signature Guaranteed:	
 	

 	

 





   

   






THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). 









EXHIBIT B  


 
 

LEGEND    



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 180 DAYS AFTER THE DATE UPON WHICH HICKS ACQUISITION COMPANY I INC. (THE "COMPANY") COMPLETES
ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY. 



	No.  _________	 	_________  Warrants











EXHIBIT C  


 
 

LEGEND    



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 180 DAYS AFTER THE DATE UPON WHICH HICKS ACQUISITION COMPANY I INC. (THE "COMPANY") COMPLETES
ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY. 



	No.  _________	 	_________  Warrants













QuickLinks


HICKS ACQUISITION COMPANY I INC. Incorporated Under the Laws of the State of Delaware

Warrant Certificate

[Form of Warrant Certificate]

Election to Purchase (To Be Executed Upon Exercise Of Warrant)


LEGEND


LEGEND