EXHIBIT 10.4
CONFORMED COPY
LOCK-UP AGREEMENT
October 20, 2005
Tremisis Energy Acquisition Corporation
1775 Broadway, Suite 604
New York, New York 10019
Attention:
Lawrence S. Coben, Chairman and CEO
Re: Securities Issued in Merger with RAM Energy, Inc.
Ladies and Gentlemen:
In connection with the Agreement and Plan of Merger dated October
20, 2005
by and among Tremisis Energy Acquisition Corporation (the
"Corporation"), RAM
Energy Acquisition, Inc., RAM Energy, Inc. and certain Stockholders
of RAM
Energy, Inc. (the "Merger Agreement"), to induce the Corporation to
enter into
the Merger Agreement and consummate the Merger (as defined in the
Merger
Agreement), the undersigned agrees to neither directly nor
indirectly:
(1)
sell or offer or contract to sell or offer, grant any option or
warrant for the sale of, assign, transfer, pledge, hypothecate, or
otherwise encumber or dispose of (all being referred to as a
"Transfer") any legal or beneficial interest in any shares of
stock,
$.0001 par value, of the Corporation ("Parent Common Stock")
receivable solely as a result of the Merger at the time of Closing
of
the Merger (the "Restricted Securities"), or
(2)
enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the
economic
consequence of ownership of any of the Restricted Securities,
whether
such swap transaction is to be settled by delivery of any
Restricted
Securities or other securities of any person, in cash or otherwise,
during the "Restricted Period" (as hereinafter defined). As used
herein,
"Restricted Period" means the period commencing on the Closing Date
(as defined
in the Merger Agreement) and ending the first anniversary of the
Closing Date,
provided, that the Restricted Period shall terminate six months
after the
Closing Date with respect to 50% of the Restricted Securities.
Notwithstanding
the foregoing, the Restricted Period shall terminate with respect
to any and all
Restricted Securities that are registered pursuant to Section 2.2
of the
Registration Rights Agreement (as defined in the Merger Agreement)
on the date
that the registration statement filed with respect thereto is
declared effective
by the Securities and Exchange Commission.
It is understood that the shares of Parent Common S
