EXHIBIT 99.3
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is made and entered into as
of the 31st day of October, 2005, by and among ▇▇▇▇▇ ▇. ▇▇▇, an individual
("▇▇▇"), DANISH KNIGHTS, A LIMITED PARTNERSHIP, a Texas limited partnership
("Danish Knights"), and C. ▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual ("▇▇▇▇▇▇▇").
W I T N E S S E T H:
THAT WHEREAS, ▇▇▇, Danish Knights and ▇▇▇▇▇▇▇ (collectively, the
"Stockholders" and individually a "Stockholder") are parties, along with
Tremisis Energy Acquisition Corporation ("Tremisis"), RAM Energy Acquisition,
Inc. ("Merger Sub"), and RAM Energy, Inc. ("RAM"), to that certain Agreement and
Plan of Merger dated as of October 20, 2005 (the "Merger Agreement"); and
WHEREAS, pursuant to the terms of the Merger Agreement, at the Effective
Time provided for therein, Merger Sub is to be merged with and into RAM (the
"Merger"), with RAM to be the surviving corporation and thereafter a
wholly-owned subsidiary of Tremisis; and
WHEREAS, as part of the Merger, the Stockholders will receive, in exchange
for their stock in RAM, shares of the common stock, par value $.0001, of
Tremisis ("Tremisis Common Stock"); and
WHEREAS, the shares of Tremisis Common Stock received by the Stockholders
in the Merger, together with any other or additional shares issued with respect
thereto, or in exchange or substitution therefor, or as a dividend thereon, are
hereinafter referred to as the "Merger Shares;" and
WHEREAS, because the Stockholders will, after the Effective Time,
collectively own a majority of the outstanding shares of Tremisis Common Stock,
and in recognition of the potential adverse impact on the value of Tremisis
Common Stock that might result from a sale by any of the Stockholders of all or
a significant block of such Stockholders' Merger Shares, the Stockholders have
agreed to place certain restrictions on the ability of any individual
Stockholder to sell or otherwise deal with or dispose of any of such
Stockholder's Merger Shares for a certain time following the Effective Date,
subject only to the exceptions set out herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein, the parties hereby agree as follows:
1. Restrictions on Sale or Disposition. During the period commencing at the
Effective Time and continuing through December 31, 2008 (the "Restriction
Period"), except with the prior written consent of a Super Majority in Interest
of the Stockholders or as expressly permitted by the terms of this Agreement, no
Stockholder shall sell, assign, distribute, gift, pledge, grant a security
interest in or otherwise dispose of any Merger Shares, or contract to do any of
the foregoing. As used herein, the term "Super Majority in Interest of the
Stockholders" shall mean Stockholders who, in the aggregate, own 80% of the
outstanding Merger Shares then owned by the Stockholders, including for this
purpose the Stockholder desiring to take the subject action.
2. Restrictions on Exercise of Demand Registration Rights/S-3 Registration.
During the Restriction Period, except with the prior written consent of a Super
Majority in Interest of the Stockholders, no Stockholder shall, with respect to
such Stockholder's Merger Shares, exercise either (i) the demand registration
rights, or (ii) the right to request registration on Form S-3, as such rights
are set out in the Registration Rights Agreement executed by and among the
Stockholders and Tremisis in connection with the Merger (the "Registration
Rights Agreement").
3. Exceptions; Permitted Sales; Dispositions. Notwithstanding the general
restriction set out in Section 1 above, but subject to the terms of the Lock-up
Agreement executed by and among Tremisis, the Stockholders and certain other
stockholders of Tremisis in connection with the Merger, the Stockholders shall
be permitted to make the following described sales and other dispositions of
Merger Shares and take the following described actions during the Restriction
Period.
3.1 Rule 144 Sales. During the Restriction Period, each Stockholder
shall be permitted to make such sales of Merger Shares owned by such
Stockholder as from time to time may permitted by, and in accordance with,
the provisions of Securities and Exchange Commission ("SEC") Rule 144
promulgated pursuant to the Securities Act of 1933, as amended, as such
Rule may be amended from time to time during the Restriction Period.
3.2 "Piggy-Back" Registration Sales. During the Restriction Period,
each Stockholder shall be permitted to make such sales of Merger Shares
owned by such Stockholder as may, upon exercise of such Stockholder's
"piggy-back" registration rights, as set out in the Registration Rights
Agreement, be included in an underwritten public offering of Tremisis
Common Stock.
3.3 Permitted Transfers. During the Restriction Period, each
Stockholder shall be permitted to make gifts or other transfers of Merger
Shares owned by such Stockholder (a "Permitted Transfer") to a Permitted
Transferee. As used in this Agreement, a Permitted Transferee shall
include: (i) members of such Stockholder's "Immediate Family;" (ii) an
entity in which (A) the Stockholder and/or members of such Stockholder's
Immediate Family beneficially own 100% of such entity's voting and
non-voting equity securities, or (B) the Stockholder and/or a member of
such Stockholder's Immediate Family is a general partner and in which such
Stockholder and/or members of such Stockholder's Immediate Family
beneficially own 100% of all capital accounts of such entity; (iii) a
revocable trust established by the Stockholder during his lifetime for the
benefit of such Stockholder or for the exclusive benefit of all or any of
such Stockholder's Immediate Family; and (iv) a testamentary trust created
by reason of the Stockholder's death for the exclusive benefit of any or
all of such Stockholder's Immediate Family. As used in this Agreement, the
term "Immediate Family" means, with respect to any Stockholder, a spouse,
parents, lineal descendants, the spouse of any lineal descendant, and
brothers and sisters (or a trust, all of whose current beneficiaries are
members of an Immediate Family of the Stockholder). As a condition to and
in connection with each and every such Permitted Transfer: (x) notice of
such transfer with complete details thereof promptly shall be provided to
the other Stockholders; (y) such transfer shall be made expressly subject
to this Agreement; and (z) the transferring Stockholder (or the
representative of any deceased Stockholder) and all of such Stockholder's
Permitted Transferees shall agree that for notice and consent purposes
hereunder, such Stockholder (or the representative of any deceased
Stockholder) shall have full and complete authority to speak for and on
behalf of such transferees, and that for purposes of this Agreement, the
Merger Shares owned by such Stockholder and the Merger Shares owned by all
of such Stockholder's Permitted Transferees shall be considered a single
block of stock owned by a single owner for which such Stockholder (or the
representative of any deceased Stockholder) shall have full authority and
responsibility hereunder.
3.4 Permitted Financing Transactions. In the case of the death of any
person, whether or not a Stockholder, that results in the inclusion of the
value of all or any part of a Stockholder's Merger Shares in the taxable
estate of such person for federal and/or state estate, inheritance, or
generation skipping transfer tax purposes, or that results in the deemed
transfer of such shares for federal and/or state inheritance or generation
skipping transfer tax purposes, such Stockholder, or the representative,
heirs or legatees of a deceased Stockholder, may pledge, mortgage, or
hypothecate all or any part of such Stockholder's Merger Shares for the
purpose of securing a loan in an amount not to exceed the federal and state
estate, inheritance, generation skipping transfer, or similar transfer
taxes resulting from such inclusion or transfer. In such event, such
Stockholder, or the representative, heirs or legatees of a deceased
Stockholder, shall, during the Restriction Period, use his, its or their
best reasonable efforts to make all required principal and interest
payments due on such loan and otherwise comply with the terms and
conditions thereof so as to avoid a foreclosure sale of the Merger Shares.
3.5 Authorized Corporate Transactions; Agreement Regarding Dissenter's
Rights. Nothing contained in this Agreement is intended to restrict or
prohibit any Stockholder from voting in favor of or participating in any
sale or merger of Tremisis duly approved and authorized by requisite vote
of the Tremisis shareholders, including such Stockholder. If during the
Restriction Period a sale or merger of Tremisis is duly authorized and
approved by requisite vote of the Tremisis shareholders, any Stockholder
voting against the approval of such sale or merger transaction agrees that
such Stockholder will not, with respect to the Merger Shares then owned by
such Stockholder, exercise dissenter's rights with respect to such
transaction.
4. Death of a Stockholder. In the event of the death during the Restriction
Period of any Stockholder who is a natural person, the heirs and devisees of
such Stockholder to whom such Stockholder's Merger Shares shall pass shall be
subject in all respects to the terms of this Agreement. Such heirs and devisees
shall appoint one of their number to act in the capacity of the deceased
Stockholder hereunder and shall notify the other Stockholders in writing of such
appointment as soon as reasonably practicable.
5. Stock Legend. Promptly after consummation of the Merger, each
Stockholder shall deliver to the Secretary of Tremisis all certificates
evidencing Merger Shares owned or held in the name of such Stockholder and such
certificates shall be legended by the Secretary of Tremisis as follows:
"The shares represented by this Certificate are subject to the terms
and conditions of that certain Stockholders' Agreement dated as of
October 31, 2005 (the "Agreement"), a copy of which is on file with
the Secretary of the corporation."
6. Notices. All communications required or permitted to be given under this
Agreement shall be in writing and delivered, mailed or transmitted to the
parties at the addresses set out below. Notices shall be deemed given when
received except that notices given by facsimile transmission on weekends,
holidays or after 5:00 p.m. Central Time, shall be deemed received on the next
business day. If delivered by commercial delivery service or mailed by
registered or certified mail, the delivery receipt shall be evidence of the date
of receipt. Either party may, by written notice so delivered to the other,
change the address to which delivery shall thereafter be made.
(a) Notices to ▇▇▇:
▇▇. ▇▇▇▇▇ ▇. ▇▇▇, President
RAM Energy, Inc.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) Notices to Danish Knights:
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(c) Notices to ▇▇▇▇▇▇▇:
C. ▇▇▇▇▇ ▇▇▇▇▇▇▇
McAfee & ▇▇▇▇ A P.C.
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
7. Miscellaneous.
7.1 Entire Agreement. This Agreement is the entire Agreement among the
parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings and communications, either verbal or in writing,
between the parties with respect to the subject matter hereof.
7.2 Amendment. This Agreement may not be amended, modified or changed
except by written instrument signed by all of the parties.
7.3 Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.
7.4 Section Headings. All captions and headings are inserted for the
convenience of the parties and shall not be used in any way to modify,
limit or otherwise affect this Agreement.
7.5 Counterparts. This Agreement may be executed simultaneously or in
one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
7.6 Waiver. Any failure by a party to comply with any obligation,
agreement or condition herein may be expressly waived in writing by each of
the other parties, but such waiver or failure to insist upon strict
compliance with such obligation, agreement or condition shall not operate
as a waiver of, or estoppel with respect to, any subsequent or other
failure.
7.7 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Oklahoma applicable to
contracts to be made and performed entirely therein.
7.8 Provisions Severable. If any term, provision or condition of this
Agreement is determined by a court or other judicial or administrative
tribunal to be illegal, void or otherwise ineffective or not in accordance
with public policy, the remainder of this Agreement shall not be affected
thereby and shall remain in full force and effect.
7.9 Permitted Transferees. For purposes of this Agreement, references
to a Stockholder shall be deemed to include such Stockholder's Permitted
Transferees, except where the context clearly indicates to the contrary.
7.10 Further Assurances. The parties shall from time to time execute
and deliver such further instruments or take such further action as any
party may reasonably request in order to effectuate the intent of this
Agreement.
EXECUTED as of the date first written above.
/s/ ▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇
DANISH KNIGHTS, A LIMITED PARTNERSHIP, a Texas
limited partnership
By: Dannebrog Corporation, General Partner
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
/s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇▇
C. ▇▇▇▇▇ ▇▇▇▇▇▇▇