NUMBER

              ________-

            	 	
              (SEE
                REVERSE SIDE FOR LEGEND)

              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
                CITY
                TIME, __________, 2012

            	 	
              WARRANTS

            


    

     

    TREMISIS
      ENERGY ACQUISITION CORPORATION II

    CUSIP
      89472N 119

     

    WARRANT

    


    THIS
      CERTIFIES THAT, for value received 

    


    is
      the
      registered holder of a Warrant or Warrants expiring ________, 2012 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
      par value $.0001 per share (“Shares”), of Tremisis Energy Acquisition
      Corporation II, a Delaware corporation (the “Company”), for each Warrant
      evidenced by this Warrant Certificate. The Warrant entitles the holder thereof
      to purchase from the Company, commencing on the later of (i) the Company’s
      completion of a merger, capital stock exchange, asset acquisition or other
      similar business combination and (ii) ______________, 2008, such number of
      Shares of the Company at the price of $5.00 per share, upon surrender of this
      Warrant Certificate and payment of the Warrant Price at the office or agency
      of
      the Warrant Agent, Continental Stock Transfer & Trust Company, but only
      subject to the conditions set forth herein and in the Warrant Agreement between
      the Company and Continental Stock Transfer & Trust Company. The Company
      shall not be obligated to deliver any securities pursuant to the exercise of
      a
      Warrant and shall have no obligation to settle a Warrant exercise unless a
      registration statement under the Securities Act of 1933, as amended, (the “Act”)
      with respect to the Common Stock is effective, subject to the Company satisfying
      its obligations under Section 7.4 of the Warrant Agreement to use its best
      efforts. In the event that a registration statement with respect to the Common
      Stock underlying a Warrant is not effective under the Act, the holder of such
      Warrant shall not be entitled to exercise such Warrant and such Warrant may
      have
      no value and expire worthless. In no event will the Company be required to
      net
      cash settle the warrant exercise. The Warrant Agreement provides that upon
      the
      occurrence of certain events the Warrant Price and the number of Warrant Shares
      purchasable hereunder, set forth on the face hereof, may, subject to certain
      conditions, be adjusted. The term Warrant Price as used in this Warrant
      Certificate refers to the price per Share at which Shares may be purchased
      at
      the time the Warrant is exercised.

     

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up or down
      to the nearest whole number the number of Shares to be issued to such
      holder.

     

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or the
      registered holder’s assignee a new Warrant Certificate covering the number of
      Shares for which the Warrant has not been exercised.

     

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

     

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

     

    The
      Company reserves the right to call the Warrant at any time prior to its
      exercise, with a notice of call in writing to the holders of record of the
      Warrant, giving 30 days’ notice of such call at any time after the Warrant
      becomes exercisable if the last sale price of the Shares has been at least
      $12.00 per share on each of 20 trading days within any 30 trading day period
      ending on the third business day prior to the date on which notice of such
      call
      is given. The call price of the Warrants is to be $.01 per Warrant. Any Warrant
      either not exercised or tendered back to the Company by the end of the date
      specified in the notice of call shall be canceled on the books of the Company
      and have no further value except for the $.01 call price.

    
      	 	 	 	 
	
              By

            	 	 	
            
	
              
                
Secretary 

            	 	 	
              
Chairman
              of the Board 




    
      
         

      

      
         

        
          

        

      

      
         

      

    



    SUBSCRIPTION
      FORM

     

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise
      ______________ Warrants represented by this Warrant Certificate, and to
      purchase the shares of Common Stock issuable upon the exercise of such Warrants,
      and requests that Certificates for such shares shall be issued in the name
      of

    


    
      	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 
	 


    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    
      	
              and
                be delivered to 

            	 
	 	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            


    

    
       

      
        

      

      and,
        if
        such number of Warrants shall not be all the Warrants evidenced by this Warrant
        Certificate, that a new Warrant Certificate for the balance of such Warrants
        be
        registered in the name of, and delivered to, the Registered Holder at the
        address stated below:

       

    

    
      	Dated:
              __________________________________________	 	 
	 	 	
              (SIGNATURE)

            
	 	 	 
	 	 	
              (ADDRESS)

            
	 	 	 
	 	 	 
	 	 	
              (TAX
                IDENTIFICATION NUMBER)

            


    

     

    ASSIGNMENT

     

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received, _______________________ hereby sell, assign, and transfer unto


    


    
      	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 
	 


    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    
      	
              and
                be delivered to 

            	 
	 	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            


    

    


    ______________________
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute and appoint _________________________________ Attorney to transfer
      this Warrant Certificate on the books of the Company, with full power of
      substitution in the premises.

     

      	Dated:
              __________________________________________	 	 
	 	 	
              (SIGNATURE)

            


    

     

    THE
      SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
      BY A
      COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
      EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
      EXCHANGE.