EXECUTION COPY
November 29, 2007
RAM Energy Resources, Inc.,
0000 X. Xxxxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that RAM Energy Resources, Inc. ("RAM") has
entered into an Agreement and Plan of Merger dated October 16, 2007 (the "Merger
Agreement") providing for the merger of RAM's wholly owned subsidiary Ascent
Acquisition Corp. with and into Ascent Energy Inc. (the "Company") with the
Company surviving as a wholly owned subsidiary of RAM (the "Merger"). The
undersigned will receive shares of the common stock of RAM, par value $0.0001
(the "Common Stock"), as part of the consideration delivered pursuant to the
terms and conditions set forth in the Merger Agreement and the Note Payoff and
Recapitalization Agreement. Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to such terms in the Merger
Agreement.
In consideration of, and as a condition to, the closing of the Merger
Agreement and the consummation of the Merger by RAM, and for other good and
valuable consideration, the undersigned hereby irrevocably agrees that, without
the prior written consent of RAM, the undersigned will not, during the period
commencing at the Effective Time and ending 180 days thereafter (the "Lock-Up
Period"), directly or indirectly sell, offer or contract to sell or offer, grant
any option or warrant for the sale of, assign, transfer or otherwise dispose of
(or enter into any transaction or device that is designed to, or could be
expected to, result in the disposition by any person at any time in the future
of), more than 50% of the total shares of Common Stock issued to the undersigned
at the Closing pursuant to the Merger Agreement and the Note Payoff and
Recapitalization Agreement (the "Restricted Securities"); provided, however,
that nothing contained herein shall prohibit (i) the exercise of warrants for
the purchase of Common Stock (including the Warrants) or other acquisitions of
Common Stock, and (ii) the disposition of Restricted Securities (A) by way of
bona fide gifts, (B) to the direct and indirect partners, members or
stockholders of the undersigned in a manner that does not constitute a
"distribution" within the meaning of the Securities Act, or (C) to immediate
family members of the undersigned or a trust, partnership or limited liability
company for the benefit of the undersigned and/or such family members; provided,
however, that in each such case in this clause (ii) it shall be a condition to
such disposition that the transferee or transferees execute an agreement stating
that it or they are receiving and holding such Restricted Securities subject to
the provisions of this Lock-Up Letter Agreement. Notwithstanding anything to the
contrary herein, the foregoing restrictions on disposition shall not apply to
the Warrants or to any shares of Common Stock held or acquired by the
undersigned, including shares of Common Stock issuable upon exercise of the
Warrants, other than the Restricted Securities. The certificates evidencing the
Restricted Securities shall bear an appropriate legend indicating that the
transfer of the Restricted Securities is restricted pursuant to the terms of
this Lock-Up Letter Agreement. The restrictions and obligations contained in
this Lock-Up Letter Agreement shall remain applicable to any Restricted
Securities that are transferred pursuant to RAM's written consent.
In furtherance of the foregoing, RAM and its transfer agent are hereby
authorized to decline to make any transfer of Restricted Securities if such
transfer would constitute a violation or breach of this Lock-Up Letter
Agreement.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS LOCK-UP LETTER
AGREEMENT SHALL BE BROUGHT IN ANY DELAWARE STATE COURT HAVING JURISDICTION OR IN
THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE. EACH OF RAM (BY
ACCEPTING THIS LOCK-UP LETTER AGREEMENT) AND THE UNDERSIGNED (BY EXECUTION AND
DELIVERY OF THIS LOCK-UP LETTER AGREEMENT) IRREVOCABLY ACCEPTS AND SUBMITS
ITSELF TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
THE COURTS REFERENCED ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
The undersigned understands that RAM will proceed with the Merger in
reliance on this Lock-Up Letter Agreement. This Lock-Up Letter Agreement will
terminate upon any valid termination of the Merger Agreement prior to the
Effective Time.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents reasonably
necessary in connection with the enforcement hereof. Any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
This Lock-Up Letter Agreement shall be governed by and construed in
accordance with laws of the State of Delaware without regard to the law that
might otherwise govern under applicable principles of conflicts of law.
ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC
By: FS Private Investments III LLC, Manager
By:
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Name:
Title:
