REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2007 • Tremisis Energy Acquisition CORP II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2007, by and among Tremisis Energy Acquisition Corporation II, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • November 1st, 2007 • Tremisis Energy Acquisition CORP II • Blank checks • New York
Agreement made as of _________, 2007 between Tremisis Energy Acquisition Corporation II, a Delaware corporation, with offices at 11622 Monica Street, Houston, Texas 77024 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 30th, 2007 • Tremisis Energy Acquisition CORP II • Blank checks • New York
This Agreement is made as of ________, 2007 by and between Tremisis Energy Acquisition Corporation II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
March 13, 2009 Tremisis Energy Acquisition Corporation II Houston, TX 77042 Gentlemen:Put/Call Agreement • March 16th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks
The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), Sang-Chul Kim and SoftForum Co., Ltd., hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
TREMISIS ENERGY ACQUISITION CORPORATION II (a Delaware corporation) 9,500,000 Units PURCHASE AGREEMENTPurchase Agreement • November 30th, 2007 • Tremisis Energy Acquisition CORP II • Blank checks • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks • Delaware
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT is made and entered into as of October 1, 2009, by and among Tremisis Energy Acquisition Corporation II, a Delaware corporation (“Parent”), Asiana IDT Inc., a Korean company (“Company”), and Asiana Airlines, Inc., a Korean company (“Asiana” or the “Stockholder”). (Each of the above party, “party,” and collectively “parties,” unless the context requires otherwise).
Continental Stock Transfer & Trust CompanyStock Escrow Agreement • March 16th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks
Tremisis Energy Acquisition Corporation IIInsider Letters • March 16th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks
Tremisis Energy Acquisition Corporation IIInsider Letters • March 16th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks
AGREEMENTAcquisition Agreement • March 16th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks • New York
THIS AGREEMENT (this “Agreement”) dated as of March 13, 2009 by and among Lawrence S. Coben (“Coben”), Ronald D. Ormand (“Ormand”), Jon Schotz (“Schotz”), Charles A. Norris (“Norris”), Stephen N. Casati (“Casati”), Bill Goldstein, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans and Jonathan Jacobs (individually a “Seller” and collectively, the “Sellers”), SoftForum Co., Ltd. and Sang-Chul Kim (individually, an “Investor” and collectively, the “Investors”) and Tremisis Energy Acquisition Corporation II, a Delaware corporation (the “Company”).
March 13, 2009 Tremisis Energy Acquisition Corporation II Houston, TX 77042 Gentlemen:Put/Call Agreement • March 16th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks
The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), the undersigned and SoftForum Co., Ltd., hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 12 hereof):
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 1st, 2007 • Tremisis Energy Acquisition CORP II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2007 (“Agreement”), by and among TREMISIS ENERGY ACQUISITION CORPORATION II, a Delaware corporation (“Company”), LAWRENCE S. COBEN, RONALD D. ORMAND, JON SCHOTZ, CHARLES A. NORRIS and STEPHEN N. CASATI (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription AgreementSubscription Agreement • October 1st, 2007 • Tremisis Energy Acquisition CORP II • Blank checks
The undersigned hereby subscribes for and agrees to purchase ______ Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Tremisis Energy Acquisition Corporation II (the “Corporation”) at $6.00 per share for an aggregate purchase price of $_______ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 1st, 2007 • Tremisis Energy Acquisition CORP II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2007 (“Agreement”), by and among TREMISIS ENERGY ACQUISITION CORPORATION II, a Delaware corporation (“Company”), LAWRENCE S. COBEN, RONALD D. ORMAND, JON SCHOTZ, CHARLES A. NORRIS, STEPHEN N. CASATI, BILL GOLDSTEIN, DEAN VANECH, JERRY DOREN, OWEN COLEMAN, BILL ARMSTRONG, TREVOR WILSON, BRIAN MCINERNY, RICHARD KASSAR, DAVID LEVINE, JIM LAND and DR. JOHN JACOBS (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • March 16th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks • New York
Tremisis, the Stockholders and the Investors are parties to an Agreement dated as of March 13, 2009 (the “Put/Call Agreement”) pursuant to which the Stockholders will have the option to sell to the Investors and the Investors will have the option to purchase from the Stockholders 2,650,000 warrants to purchase shares of common stock, par value $0.0001 per share (the “Common Stock”), of Tremisis (the “Warrants”) upon the earlier of (i) Tremisis’ consummation of a Business Combination (defined in the Put/Call Agreement), (ii) Tremisis’ liquidation of its trust account and (iii) December 31, 2009, all upon the terms and subject to the conditions set forth in the Put/Call Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Put/Call Agreement.
March 13, 2009 Tremisis Energy Acquisition Corporation II Houston, TX 77042 Gentlemen:Put/Call Agreement • March 16th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks
The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), the undersigned and Sang-Chul Kim, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
