Audit Committee Charter

RAM ENERGY RESOURCES, INC. Audit Committee Charter The Audit Committee of RAM Energy Resources, Inc. (the “Company”) is appointed by its Board of Directors (the “Board”) to assist the Board in monitoring (i) the integrity of the financial statements of the Company, (ii) the compliance by the Company with legal and regulatory requirements, (iii) the qualification, independence and performance of the Company’s internal and external auditors, and (iv) the performance of the Company’s internal audit function. The Audit Committee shall be directly responsible for the appointment, compensation and oversight of the work of any accounting firm employed by the Company for the purpose of preparing or issuing an audit report or related work, including resolution of disagreements between management and such accounting firm (the “independent auditor”) regarding financial reporting. The members of the Audit Committee shall meet the independence and experience requirements of the NASDAQ, and at least one member shall have, through education and/or experience, sufficient expertise to qualify as a “financial expert” as defined by the Securities Exchange Commission. The members of the Audit Committee shall be appointed by the Board. Other than in a member’s capacity as a member of the Audit Committee, the Board of Directors or another Board committee, a member of the Audit Committee shall not (i) accept any consulting, advisory or other compensatory fee from the ...