7,000,000 Shares RAM Energy Resources, Inc. Common Stock ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2007 • Ram Energy Resources Inc • Crude petroleum & natural gas • New York
RAM Energy Resources, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 7,000,000 shares of the Issuer’s Common Stock, $0.0001 par value (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. A certain stockholder of the Issuer named on Schedule II hereto (the “Selling Stockholder”) also proposes to sell at the Underwriters’ option an aggregate of up to 1,050,000 additional shares of the Issuer’s Common Stock (the “Option Securities”) as set forth below.
