Subscription Agreement
| As of ________, 2007 | ||
To
the Board of Directors of
Tremisis
Energy Acquisition Corporation II:
|
Gentlemen:
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
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”). The
Insider Warrants will be sold to the undersigned on a private placement basis
and not part of the IPO.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx (“GM”) to hold in a non-interest
bearing account until the Corporation consummates the IPO. Simultaneously with
the consummation of the IPO, GM shall deposit the Purchase Price, without
interest or deduction, into the trust fund (“Trust Fund”) established by the
Corporation for the benefit of the Corporation’s public stockholders as
described in the Corporation’s Registration Statement, pursuant to the terms of
an Investment Management Trust Agreement to be entered into between the
Corporation and Continental Stock Transfer & Trust Company. In the event
that the IPO is not consummated within 14 days of the date the Purchase Price
is
delivered to GM, GM shall return the Purchase Price to the undersigned, without
interest or deduction.
The
undersigned represents and warrants that he has been advised that the Insider
Warrants (including the underlying shares of common stock) have not been
registered under the Securities Act; that he is acquiring the Insider Warrants
for his account for investment purposes only; that he has no present intention
of selling or otherwise disposing of the Insider Warrants in violation of the
securities laws of the United States; that he is an “accredited investor” as
defined by Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”); and that he is familiar with the
proposed business, management, financial condition and affairs of the
Corporation.
Moreover,
the undersigned agrees that he shall not sell or transfer the Insider Warrants
or any underlying securities until after the Corporation consummates a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business (“Business Combination”) meeting the requirements set
forth in the Registration Statement and acknowledges that the certificates
for
such Insider Warrants shall contain a legend indicating such restriction on
transferability.
The
Company hereby acknowledges and agrees that in the event the Company calls
the
Warrants for redemption pursuant to that certain Warrant Agreement to be entered
into by the Company and Continental Stock Transfer & Trust Company in
connection with the Company’s IPO, the Insider Warrants will be exercisable on a
cashless basis so long as such Insider Warrants are held by the undersigned
or
his affiliates.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of Xxxxxxx
Xxxxx.
| Very truly yours, | ||
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Agreed
to:
Tremisis
Energy Acquisition Corporation II
By:
________________________________
Name:
Title:
Xxxxxxxx
Xxxxxx
By:
________________________________
Name:
Xxxxx Xxxx Xxxxxx
Title:
Managing Partner
Xxxxxxx
Xxxxx Global Markets Inc.
By:
________________________________
Name:
Title:
