WAIVER UNDER PURCHASE AND IPO REORGANIZATION AGREEMENT
Exhibit 10.1
WAIVER UNDER PURCHASE AND IPO REORGANIZATION AGREEMENT
Pursuant to Section 9.9 of that certain Purchase and IPO Reorganization Agreement, dated
August 2, 2009 and as amended (the “Agreement”), by and among ▇▇▇▇▇ Acquisition Company I, INC., a
Delaware corporation (“Buyer”), Resolute Energy Corporation, a Delaware corporation (“IPO Corp.”),
Resolute Subsidiary Corporation, a Delaware corporation (“Merger Sub”), Resolute Aneth, LLC, a
Delaware limited liability company (“Aneth”), Resolute Holdings, LLC, a Delaware limited liability
company (“Parent”), Resolute Holdings Sub, LLC, a Delaware limited liability company (“Seller”),
HH-HACI, L.P., a Delaware limited partnership (“Founder”) and certain affiliates of Founder,
Parent, Seller, IPO Corp., Merger Sub and Aneth hereby provide the following waiver that may be
relied upon and enforced by all parties to the Agreement:
WAIVER
Parent, Seller, IPO Corp., Merger Sub and Aneth hereby waive the condition to their obligation
to consummate the transactions contemplated by the Agreement stated in Section 7.3(e) of the
Agreement but only to the extent that the Acquisition Consideration is not less than
$240,000,000.00.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered
this Waiver this 22nd day of September, 2009.
| RESOLUTE ENERGY CORPORATION | RESOLUTE HOLDINGS SUB, LLC | |||||||||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | President | Title: | President | |||||||||
| RESOLUTE SUBSIDIARY CORPORATION | RESOLUTE HOLDINGS, LLC | |||||||||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | President | Title: | President | |||||||||
| RESOLUTE ANETH, LLC | ||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||||
| Title: | President | |||||||||||