Agreement and Waiver by C. David Stinson Regarding Exercise of Stock Option and Appraisal Rights in Connection with Tremisis Energy and RAM Energy Merger

Summary

This agreement, dated October 20, 2005, is between C. David Stinson, Tremisis Energy Acquisition Corporation, and RAM Energy, Inc. Stinson agrees to exercise his option to purchase 83.33 shares of RAM Energy before the merger closes and waives any appraisal rights he may have under Delaware law as a result of the merger. Upon exercising the option, he will be considered a stockholder for all purposes under the merger agreement, effective retroactively to the agreement date.

EX-10.3 4 file004.htm STINSON AGREEMENT

  EXHIBIT 10.3 CONFORMED COPY October 20, 2005 Tremisis Energy Acquisition Corporation 1775 Broadway, Suite 604 New York, New York 10019 Attention: Lawrence S. Coben, Chairman and CEO RAM Energy, Inc. 5100 E. Skelly Drive, Suite 650 Tulsa, Oklahoma 74135 Attention: Larry E. Lee, 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. David Stinson C. David Stinson