EXHIBIT 10.2
CONFORMED COPY
VOTING AGREEMENT
VOTING AGREEMENT, dated as of this 20th day of October, 2005
("Agreement"),
among each of the persons listed under the caption "RAM Group" on
Exhibit A
attached hereto (the "RAM Group"), each of the persons listed under
the caption
"Founders Group" on Exhibit A attached hereto (the "Founders
Group") and
Tremisis Energy Acquisition Corporation, a Delaware corporation
("Tremisis").
Each of the RAM Group and the Founders Group is sometimes referred
to herein as
a "Group". For purposes of this Agreement, each person who is a
member of either
the RAM Group or the Founders Group is referred to herein
individually as a
"Stockholder" and collectively as the "Stockholders".
WHEREAS, as of the date hereof, each of Tremisis, RAM Energy, Inc.
(the
"Company"), a Delaware corporation, RAM Acquisition, Inc. ("Merger
Sub"), a
Delaware corporation, and the Stockholders who are members of the
RAM Group have
entered into an Agreement and Plan of Merger (the "Merger
Agreement") that
provides, inter alia, upon the terms and subject to the conditions
thereof, for
the merger of Merger Sub with and into the Company, with the
Company being the
surviving entity and becoming a wholly owned subsidiary of Tremisis
(the
"Merger");
WHEREAS, as of the date hereof, each Stockholder who is a member of
the
Founders Group owns beneficially and of record shares of common
stock of
Tremisis, par value $0.0001 per share ("Tremisis Common Stock"), as
set forth
opposite such stockholder's name on Exhibit A hereto (all such
shares and any
shares of which ownership of record or the power to vote is
hereafter acquired
by any of the Stockholders, whether by purchase, conversion or
exercise, prior
to the termination of this Agreement being referred to herein as
the "Shares");
WHEREAS, at the Effective Time, all shares of Company Common Stock
beneficially owned by each Stockholder who is a member of the RAM
Group shall be
converted into the right to receive and shall be exchanged for his,
her or its
pro rata portion of the cash and shares of Tremisis Common Stock to
be issued to
the Company's security holders as consideration in the Merger;
WHEREAS, as a condition to the consummation of the Merger
Agreement, the
Stockholders have agreed, severally, to enter into this Agreement;
and
WHEREAS, capitalized terms used but not defined in this Agreement
shall
have the meanings ascribed to them in the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein and in the Merger
Agreement, and
intending to be legally bound hereby, the parties hereto hereby
agree as
follows:
ARTICLE I
VOTING OF SHARES FOR DIRECTORS
------------------------------
SECTION 1.01 Vote in Favor of the Directors. During the term of
this
Agreement, each Stockholder agrees to vote the Shares of Tremisis
Common Stock
he, she or it now owns, or will hereafter acquire prior to the
termination of
this Agreement, for the election and re-election of the following
persons as
directors of Tremisis:
(a) Four (4) persons, (i) three (3) of which shall at all times be
"independent directors," within the meaning of the NASDAQ rules,
and (ii) all of
which shall be designees of the RAM Group; with one (1) of such
designees to
stand for election in 2006 ("Class A Director"), who shall
initially be Larry E.
Lee; one (1) of such designees to stand for election in 2007
("Class B
Director"), who shall initially be Gerald R. Marshall; and two (2)
of such
designees to stand for election 2008 ("Class C Directors"), who
shall initially
be John M. Reardon and an independent director to be named by the
RAM Group
prior to the Closing (collectively, the "RAM Directors"); and
(b) One (1) person who shall be the designee of the Founders Group,
which designee initially shall be Sean P. Lane, who shall be
elected as a Class
A Director (the "Founders Director," and together with RAM
Directors, the
"Director Designees").
Neither the Stockholders, nor any of the officers, directors,
stockholders,
members, managers, partners, employees or agents of any
Stockholder, makes any
representation or warranty as to the fitness or competence of any
Director
Designee to serve on the Board of Directors by virtue of such
party's execution
of this Agreement or by the act of such party in designating or
voting for such
Director Designee pursuant to this Agreement.
Any Director Designee may be removed from the Board of Directors in
the
manner allowed by law and Tremisis's governing documents except
that each
Stockholder agrees that he, she or it will not, as a stockholder,
vote for the
removal of any director who is a member of Group of which such
Stockholder is
not a member. If a director is removed or resigns from office, the
remaining
directors of the Group of which the vacating director is a member
shall be
entitled to appoint the successor.
SECTION 1.02 Vote in Favor of Stock Option Plan. During the term of
this
Agreement, each Stockholder agrees to vote the Shares of Tremisis
Common Stock
he, she or it now owns, or hereafter acquires prior to the
termination of this
Agreement, in favor of the adoption of the Parent Plan (as defined
in the Merger
Agreement).
SECTION 1.03 Obligations of Tremisis. Tremisis shall take all
necessary and
desirable actions within its control during the term of this
Agreement to
provide for the Tremisis Board of Directors to be comprised of five
(5) members
and to enable the election to the Board of Directors of the
Director Designees.
SECTION 1.04 Term of Agreement. The obligations of the Stockholders
pursuant to this Agreement shall terminate immediately following
the election or
re-election of directors at the annual meeting of Tremisis that
will be held in
2008.
SECTION 1.05 Obligations as Director and/or Officer. Nothing in
this
Agreement shall be deemed to limit or restrict any director or
officer of
Tremisis f
