November 29, 2007 RAM Energy Resources, Inc., 5100 E. Skelly Drive, Suite 650 Tulsa, OK 74135 Ladies and Gentlemen:Merger Agreement • December 12th, 2007 • Ram Energy Resources Inc • 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 12th, 2007 • Ram Energy Resources 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.
