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.
JOINT FILING AGREEMENTJoint Filing Agreement • January 30th, 2012 • Jefferies & Company, Inc. • Crude petroleum & natural gas
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
Re: Agreement re Cash/Stock ElectionLetter Agreement • December 19th, 2012 • Jefferies & Company, Inc. • Security brokers, dealers & flotation companies • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 19, 2012, among GETCO Holding Company, LLC (“GETCO”), Knight Capital Group, Inc. (“Knight”) and GA-GTCO, LLC. The Merger Agreement contemplates a business combination of GETCO and Knight through the consummation of certain mergers and related transactions (as contemplated by the Merger Agreement, the “Transaction”). The Merger Agreement provides that the former holders of Knight common stock will be permitted to elect to receive their merger consideration, upon the closing of the Transaction, in the form of cash, common stock of a newly formed public company or a combination of the two, in accordance with the terms set forth in Section 2.3 of 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.
STOCKHOLDERS AGREEMENTStockholders Agreement • December 30th, 2011 • Jefferies & Company, Inc. • Crude petroleum & natural gas • Delaware
This Stockholders Agreement (the “Agreement”) is made and entered into this 21st day of December, 2011, by and among RAM ENERGY RESOURCES, INC., a Delaware corporation (the “Company”), HALCON RESOURCES, LLC, a Delaware limited liability company (“Halcon”), and the undersigned stockholders of the Company (the “Stockholders”).
