Amendment No. 1 to Underwriting Agreement and Unit Purchase Option between Tremisis Energy Acquisition Corporation and EarlyBirdCapital, Inc.

Summary

This amendment, dated October 20, 2005, is between Tremisis Energy Acquisition Corporation and EarlyBirdCapital, Inc. It modifies their original Underwriting Agreement and a related unit purchase option. The amendment deletes certain sections of the Underwriting Agreement, updates registration rights for EarlyBird to match those of Tremisis' initial stockholders, and requires EarlyBird to help Tremisis obtain similar amendments from other option holders. These changes become effective upon the closing of a specified merger. All other terms of the original agreements remain unchanged.

EX-10.10 11 file011.htm AMENDMENT NO.1 TO UNDERWRITING AGREEMENT

EXHIBIT 10.10 CONFORMED COPY AMENDMENT NO. 1 TO UNDERWRITING AGREEMENT AND UNIT PURCHASE OPTION THIS AMENDMENT NO. 1 TO UNDERWRITING AGREEMENT and UNIT PURCHASE OPTION is entered into as of the 20th day of October 2005, between Tremisis Energy Acquisition Corporation ("Tremisis") and EarlyBirdCapital, Inc. ("EarlyBird"). WHEREAS, Tremisis and EarlyBird are parties to that certain Underwriting Agreement dated May 12, 2004 (the "Underwriting Agreement"); WHEREAS, on May 18, 2004, Tremisis issued EarlyBird that certain unit purchase option to purchase 137,500 of Tremisis' Units ("UPO"); and WHEREAS, Tremisis and EarlyBird have agreed to certain modifications to the Underwriting Agreement and UPO. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, payment of ten dollars ($10) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Underwriting Agreement is hereby amended to delete Sections 3.10, 3.11, 3.19, 7 and 8.6 thereof and replace each such section with the words "INTENTIONALLY OMITTED." 2. Section 5.2.1 of the UPO is hereby amended such that the "piggy-back" registration rights afforded to EarlyBird during the seven-year period commencing on May 12, 2004 shall be the same as those granted to the initial stockholders of Tremisis pursuant to Section 2.2 of the Registration Rights Agreement entered into by and among Tremisis and such holders on April 27, 2004 and amended at the Closing (as defined below). 3. EarlyBird shall use commercially reasonable efforts to assist Tremisis in obtaining from the other holders of UPOs the amendment specified in paragraph 2, above. If Tremisis cannot obtain amendments from all UPO holders prior to the Closing, EarlyBird shall enter into an "Exchange Agreement" with Tremisis (as provided in Section 10.5 of the UPO) to exchange all outstanding UPOs for new UPOs containing the desired amendment. The foregoing amendments shall take effect on the closing ("Closing") of the merger contemplated by the Agreement and Plan of Merger dated as of October 20, 2005 among Tremisis, RAM Energy Acquisition, Inc., RAM Energy, Inc. and the stockholders of RAM Energy, Inc. Except as specifically amended hereby, all provisions of the Underwriting Agreement and UPO shall remain in full force and effect. TREMISIS ENERGY ACQUISITION CORPORATION By: s/ Lawrence S. Coben -------------------- Lawrence S. Coben Chairman of the Board EARLYBIRDCAPITAL, INC. By: s/ Steven Levine ---------------- Steven Levine Managing Director 2