0001144204-07-057576 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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WARRANT AGREEMENT
Warrant 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 AGREEMENT
Investment Management Trust Agreement • November 1st, 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”).

TREMISIS ENERGY ACQUISITION CORPORATION II (a Delaware corporation) 9,500,000 Units PURCHASE AGREEMENT
Purchase Agreement • November 1st, 2007 • Tremisis Energy Acquisition CORP II • Blank checks • New York
STOCK ESCROW AGREEMENT
Stock 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”).

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