EXHIBIT 10.9
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 to Registration Rights Agreement ("Amendment") is
entered into as of the [Closing Date] by and among Tremisis Energy Acquisition
Corporation, a Delaware corporation (the "Company"), and the undersigned parties
listed under Investors on the signature page hereto (each, an "Investor" and
collectively, the "Investors").
WHEREAS, the Investors and the Company previously entered into a
Registration Rights Agreement dated as of the 27th day of April, 2004 (the
"Agreement") pursuant to which they were granted certain registration rights
with respect to their shares of common stock of the Company (capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to them
in the Agreement);
WHEREAS, on the date hereof, the Company is consummating its merger with
RAM Energy Inc., a Delaware corporation ("RAM"), and in connection therewith is
entering into a registration rights agreement ("RAM Agreement") with the former
stockholders of RAM ("RAM Insiders") granting them certain registration rights
with respect to the shares of common stock of the Company they will receive in
the merger;
WHEREAS, the Company has requested that the Investors modify certain of the
registration rights previously granted to them in the Agreement in order to
ensure that such rights do not conflict with the new registration rights granted
to the RAM Insiders in the RAM Agreement.
NOW, THEREORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 2.2.2(ii) of the Agreement is hereby amended to read as
follows:
"If the registration is a "demand" registration undertaken at the
demand of persons other than the holders of Registrable Securities
pursuant to written contractual arrangements with such persons, (A)
first, the shares of Common Stock for the account of the demanding
persons that can be sold without exceeding the Maximum Number of
Shares; (B) second, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (A), the shares of Common
Stock or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; and (C) third, to
the extent that the Maximum Number of Shares has not been reached under
the foregoing clauses (A) and (B), the shares of Common
Stock, if any, including the Registrable Securities, as to which
registration has been requested pursuant to written contractual
piggy-back registration rights of security holders (pro rata in
accordance with the number of shares of Common Stock which each such
person has actually requested to be included in such registration,
regardless of the number of shares of Common Stock with respect to
which such persons have the right to request such inclusion."
2. In consideration of the Investors agreeing to the foregoing amendment,
the Company agrees that the Investors shall be entitled to "piggy-back" their
Registrable Securities on any registration statement filed by the Company (a)
under Section 2.3 of the RAM Agreement and (b) in connection with a
non-underwritten offering under Section 2.1 of the RAM Agreement, even if such
registration statements are filed prior to the Release Date. These piggy-back
rights are in addition to those set forth in Section 2.2.1 of the Agreement
(which apply only after the Release Date), and shall otherwise be on the same
terms as set forth in Section 2.2 of the Agreement. These additional piggy-back
rights shall in no way modify the Investors' obligations under their escrow
agreement with the Company and the Investors acknowledge that their escrowed
shares shall remain in escrow under the terms of such escrow agreement even if
their shares are registered prior to the Release Date.
IN WITNESS WHEREOF, the parties have caused this Amendment to Registration
Rights Agreement to be executed and delivered by their duly authorized
representatives as of the date first above written.
TREMISIS ENERGY
ACQUISITION CORPORATION,
a Delaware corporation
By:
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Name: Xxxxxxxx X. Xxxxx
Title: Chairman of the Board
INVESTORS:
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Xxxxxxxx X. Xxxxx
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Xxxxx Xxxx
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Xxxxx X. Xxxxxxx
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Xxx Xxxxxx
