November 29, 2007 RAM Energy Resources, Inc., 5100 E. Skelly Drive, Suite 650 Tulsa, OK 74135 Ladies and Gentlemen:Jefferies & Company, Inc. • December 11th, 2007 • Crude petroleum & natural gas
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.
VOTING AGREEMENTVoting Agreement • December 11th, 2007 • Jefferies & Company, Inc. • Crude petroleum & natural gas • Delaware
This Voting Agreement, dated as of this 29th day of November, 2007 (the "Agreement"), is executed and delivered by and between RAM Energy Resources, Inc., a Delaware corporation ("RAM") and the undersigned.
VOTING AGREEMENTVoting Agreement • December 11th, 2007 • Jefferies & Company, Inc. • Crude petroleum & natural gas • Delaware
This Voting Agreement, dated as of this 29th day of November, 2007 (the "Agreement"), is executed and delivered by and between RAM Energy Resources, Inc., a Delaware corporation ("RAM") and the undersigned.
Note Holder Payoff and Recapitalization Agreement dated as of October 16, 2007 relating to Ascent Energy Inc. and South Louisiana Property Holdings, Inc. NOTE HOLDER PAYOFF AND RECAPITALIZATION AGREEMENTPayoff and Recapitalization Agreement • December 11th, 2007 • Jefferies & Company, Inc. • Crude petroleum & natural gas • New York
This Note Holder Payoff and Recapitalization Agreement (this "Agreement"), dated as of October 16, 2007, is entered into by and among Ascent Energy Inc., a Delaware corporation (the "Company"); South Louisiana Property Holdings, Inc., a Louisiana corporation ("SLPH"); the holders of the Company's outstanding 16% Senior Notes (including any PIK Notes executed and delivered by the Company in connection therewith, the "Senior Notes") due February 1, 2010 (or such later maturity date as automatically extended in accordance with Section 7 thereof (but in no event later than February 1, 2015)) listed on Exhibit A hereto (collectively, the "Senior Note Holders"); the holders of the Company's outstanding 11¾% Senior Subordinated Notes due May 1, 2010 (or such later maturity date as automatically extended in accordance with Section 7 thereof (but in no event later than May 1, 2015)) (including any PIK Notes executed and delivered by the Company in connection therewith, the "Senior Subordinated
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2007 • Jefferies & Company, Inc. • Crude petroleum & natural gas • Delaware
REGISTRATION RIGHTS AGREEMENT, dated November 29, 2007 (this "Agreement"), among (a) RAM Energy Resources, Inc., a Delaware corporation (the "Company"), (b) the Designated Holders named on the signature pages hereto and (c) FS Private Investments III LLC, solely in its capacity as the "Holder Representative" appointed pursuant to Section 9.16 hereof. Unless otherwise provided in this Agreement, capitalized terms used herein have the respective meanings given to them in Section 1.1 hereof.
