EXHIBIT 10.3
CONFORMED COPY
October 20, 2005
Tremisis Energy Acquisition Corporation
0000 Xxxxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxx, Chairman and CEO
RAM Energy, Inc.
0000 X. Xxxxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxx, President and CEO
Gentlemen:
Reference is made to the Agreement and Plan of Merger ("Merger Agreement")
dated this date by and among each of you, RAM Energy Acquisition, Inc. and the
Stockholders of the Company. Capitalized terms that are defined in the Merger
Agreement are used herein with the same meanings. This will confirm my agreement
as follows:
1. I will exercise the option that I have to purchase 83.33 shares of
Company Common Stock (the "Option") prior to the Closing.
2. I waive all appraisal rights with respect to shares of Company Common
Stock under the Delaware General Corporation Law that I might otherwise have as
a result of the Merger.
3. Upon exercise of the Option, retroactive to and effective as of the date
hereof, I shall be deemed to be a Stockholder for all purposes of the Agreement,
including, without limitation, the provisions of Sections 1.16 and 5.11 through
5.15, inclusive.
Very truly yours,
s/ C. Xxxxx Xxxxxxx
C. Xxxxx Xxxxxxx
