INVESTMENT
      MANAGEMENT TRUST AGREEMENT

    


    This
      Agreement is made as of ________, 2007 by and between Tremisis Energy
      Acquisition Corporation II (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”).

    


    WHEREAS,
      the Company’s registration statement on Form S-1, No. 333-145625
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by
      the Securities and Exchange Commission (capitalized terms used herein and not
      otherwise defined shall have the meanings set forth in the Registration
      Statement); and 

    


    WHEREAS,
      Merrill
      Lynch & Co., Inc.
      (“Merrill
      Lynch”)
      is
      acting as the representative of the underwriters in the IPO; and

    


    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Amended and Restated Certificate of Incorporation, $74,485,000 of the gross
      proceeds of the IPO and sale of the Sponsors’ Warrants (or $85,429,000
      if the
      underwriters’ over-allotment option is exercised in full) will be delivered to
      the Trustee to be deposited and held in a trust account for the benefit of
      the
      Company and the holders of the Company’s common stock, par value $.0001 per
      share, issued in the IPO as hereinafter provided (the amount to be delivered
      to
      the Trustee will be referred to herein as the “Property”, the stockholders for
      whose benefit the Trustee shall hold the Property will be referred to as the
      “Public Stockholders,” and the Public Stockholders and the Company will be
      referred to together as the “Beneficiaries”); and 

    


    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

    


    IT
      IS
      AGREED:

    


    1. Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

    


    (a) Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement in a segregated trust account (“Trust Account”) established by the
      Trustee; 

    


    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

    


    (c) In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less,
      and/or
      in any open ended investment company registered under the Investment Company
      Act
      of 1940 that holds itself out as a money market fund selected by the Company
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
      promulgated under the Investment Company Act of 1940, as determined by the
      Company;

    


    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e) Notify
      the Company and Merrill Lynch of all communications received by it with respect
      to any Property requiring action by the Company;

    


    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

    


    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      Merrill Lynch to do so;

    


    (h) Render
      to
      the Company and to Merrill Lynch, and to such other person as the Company may
      instruct, monthly written statements of the activities of and amounts in the
      Trust Account reflecting all receipts and disbursements of the Trust Account;
      and

    


    (i) Commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (“Termination Letter”), in a
      form substantially similar to that attached hereto as either Exhibit A or
      Exhibit B hereto, signed on behalf of the Company by its President or
      Chairman of the Board and Secretary or Assistant Secretary or other authorized
      officer of the Company, and complete the liquidation of the Trust Account and
      distribute the Property in the Trust Account only as directed in the Termination
      Letter and the other documents referred to therein; provided,
      however,
      that in
      the event that a Termination Letter has not been received by the Trustee by
      the
      24-month anniversary of the effective date of the Registration Statement (“Last
      Date”), the Trust Account shall be liquidated in accordance with the procedures
      set forth in the Termination Letter attached as Exhibit B hereto and distributed
      to the stockholders of record on the Last Date. In all cases, the Trustee shall
      provide Merrill Lynch with a copy of any Termination Letters and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. The provisions of this Section
      1(i) may not be modified, amended or deleted under any
      circumstances.

    


    2. Limited
      Distributions of Income from Trust Account.
      

    


    (a) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit C, the Trustee shall
      distribute to the Company the amount requested by the Company to
      cover
any
      income or franchise tax obligation owed by the Company;

    


    (b) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit D, the Trustee shall
      distribute to the Company the amount requested by the Company to
      cover
      expenses related to investigating and selecting a target business and other
      working capital requirements; provided, however, that the aggregate amount
      of
      all such distributions shall not exceed $1,200,000
      and the
      Company will not be allowed to withdraw interest income earned on the trust
      account unless there is sufficient funds available to pay the Company’s tax
      obligations on such interest income or otherwise then due at that
      time;
      and

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    (c) The
      limited distributions referred to in Sections 2(a) and 2(b) above shall be
      made
      only from income collected on the Property. Except as provided in Section 2(a)
      and 2(b) above, no other distributions from the Trust Account shall be permitted
      except in accordance with Section 1(i) hereof.

    


    3. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

    


    (a) Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s
      Chairman of the Board or President or other authorized officer. In addition,
      except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above,
      the Trustee shall be entitled to rely on, and shall be protected in relying
      on,
      any verbal or telephonic advice or instruction which it in good faith believes
      to be given by any one of the persons authorized above to give written
      instructions, provided that the Company shall promptly confirm such instructions
      in writing;

    


    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
      right to conduct and manage the defense against such Indemnified Claim,
      provided, that the Trustee shall obtain the consent of the Company with respect
      to the selection of counsel, which consent shall not be unreasonably withheld.
      The Trustee may not agree to settle any Indemnified Claim without the prior
      written consent of the Company, which consent shall not be unreasonably
      withheld. The Company may participate in such action with its own counsel;
      

    


    (c) Pay
      the
      Trustee an initial acceptance fee, an annual fee and a transaction processing
      fee for each disbursement made pursuant to Section 2 as set forth on Schedule
      A
      hereto, which fees shall be subject to modification by the parties from time
      to
      time. It is expressly understood that the Property shall not be used to pay
      such
      fees unless and until it is distributed to the Company pursuant to Section
      2.
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the annual fee (on
      a pro
      rata basis) with respect to any period after the liquidation of the Trust Fund.
      The Company shall not be responsible for any other fees or charges of the
      Trustee except as set forth in this Section 3(c) and as may be provided in
      Section 3(b) hereof (it being expressly understood that the Property shall
      not
      be used to make any payments to the Trustee under such Sections);

    


    (d) In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and/or tabulating
      stockholder votes (which firm may be the Trustee) verifying the vote of the
      Company’s stockholders regarding such Business Combination.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    4. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

    


    (a) Take
      any
      action with respect to the Property, other than as directed in paragraphs 1
      and
      2 hereof and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

    


    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

    


    (c) Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

    


    (d) Refund
      any depreciation in principal of any Property;

    


    (e) Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

    


    (f) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

    


    (g) Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; and

    


    (h) File
      information returns with the United States Internal Revenue Service and payee
      statements with the Company, documenting the taxes payable by the Company,
      if
      any, relating to interest earned on the Property.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    5. Termination.
      This
      Agreement shall terminate as follows:

    


    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or with the United States District Court for the Southern District of
      New
      York and upon such deposit, the Trustee shall be immune from any liability
      whatsoever; or 

    


    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 3(b).

    


    6. Miscellaneous.

    


    (a) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      procedures set forth below with respect to funds transferred from the Trust
      Account. Upon receipt of written instructions, the Trustee will confirm such
      instructions with an Authorized Individual at an Authorized Telephone Number
      listed on the attached Exhibit E. In executing funds transfers, the Trustee
      will
      rely upon account numbers or other identifying numbers of a beneficiary,
      beneficiary’s bank or intermediary bank, rather than names. The Trustee shall
      not be liable for any loss, liability or expense resulting from any error in
      an
      account number or other identifying number, provided it has accurately
      transmitted the numbers provided.

    


    (b) This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflicts of law
      principles that would result in the application of the substantive laws of
      another jurisdiction. It may be executed in several original or facsimile
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument.

    


    (c) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(i) (which may
      not be amended under any circumstances), this Agreement or any provision hereof
      may only be changed, amended or modified by a writing signed by each of the
      parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of Merrill Lynch.
      As
      to any claim, cross-claim or counterclaim in any way relating to this Agreement,
      each party waives the right to trial by jury.

    


    (d) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    (e) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

    


    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place 

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson

    Fax
      No.:
      (212) 509-5150

    


    if
      to the
      Company, to:

     

    Tremisis
      Energy Acquisition Corporation II

    11622
      Monica Street

    Houston,
      Texas 77024

    Attn:
      Lawrence
      S. Coben, Chief Executive Officer

    Fax
      No.:
(___)
      ___-____

    


    in
      either
      case with a copy to:

    


    Merrill
      Lynch & Co., Inc.

    4
      World
      Financial Center

    250
      Vesey
      Street

    New
      York,
      New York 10080

    Attn:

    Facsimile:
      ( ) - 

    


    and

    


    Andrews
      Kurth LLP

    600
      Travis, Suite 4200

    Houston,
      Texas 77002

    Attn:
      W.
      Mark Young, Esq.

    Facsimile:
      (713) 238-7111 

    


    (f) This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company and Merrill Lynch.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    (g) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

    


    (h) Each
      of
      the Company and the Trustee hereby acknowledge that Merrill Lynch is a third
      party beneficiary of this Agreement.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER

              &
                TRUST COMPANY, as Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      	 	 	 
	 	
              
                TREMISIS
                  ENERGY ACQUISITION CORPORATION II 

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              
                Name:
                  

                Title:

              

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    SCHEDULE
      A

    


    
      	
              Fee
                Item

            	 	
              Time
                and method of payment 

            	 	
              Amount

            	 
	
              Initial
                acceptance fee

            	 	Initial
              closing of IPO by wire transfer 	 	
              $

            	
              1,000

            	 
	 	 	 	 	 	 	 
	
              Annual
                fee

            	 	First
              year, initial closing of IPO by wire transfer; thereafter on the
              anniversary of the effective date of the IPO by wire transfer or
              check	 	
              $

            	
              3,000

            	 
	 	 	 	 	 	 	 
	
              Transaction
                processing fee for disbursements to Company under Section
                2

            	 	Deduction
              by Trustee from accumulated income following disbursement made to Company
              under Section 2	 	
              $

            	
              250

            	 


    

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    [Letterhead
      of Company]

    


          
[Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

     

    Re: Trust
      Account No.     Termination
      Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Tremisis
      Energy Acquisition Corporation II (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of _________, 2007 (“Trust
      Agreement”), this is to advise you that the Company has entered into an
      agreement (“Business Agreement”) with __________________ (“Target Business”) to
      consummate a business combination with Target Business (“Business Combination”)
      on or about [insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (“Consummation Date”).

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

    


    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated (“Counsel’s
      Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a
      certificate] of __________________, which verifies the vote of the Company’s
      stockholders in connection with the Business Combination and (b) written
      instructions with respect to the transfer of the funds held in the Trust Account
      (“Instruction Letter”). You are hereby directed and authorized to transfer the
      funds held in the Trust Account immediately upon your receipt of the Counsel's
      Letter and the Instruction Letter, in accordance with the terms of the
      Instruction Letter. In the event that certain deposits held in the Trust Account
      may not be liquidated by the Consummation Date without penalty, you will notify
      the Company of the same and the Company shall direct you as to whether such
      funds should remain in the Trust Account and distributed after the Consummation
      Date to the Company. Upon the distribution of all the funds in the Trust Account
      pursuant to the terms hereof, the Trust Agreement shall be terminated and the
      Trust Account closed.

    


    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

    
      	 	 	 
	 	
              Very
                truly yours,

              


              TREMISIS
                ENERGY ACQUISITION CORPORATION II 

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Lawrence
                S. Coben, Chairman of the Board

            



      	 	 	 
	
            	By:  	
            
	 	
              

              
                            ,
                  Secretary

              

            


    

    


    cc:
      Merrill Lynch & Co., Inc.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    


    [Letterhead
      of Company]

    


            [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    


    Re: Trust
      Account No.     Termination
      Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Tremisis
      Energy Acquisition Corporation II (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of ___________, 2007 (“Trust
      Agreement”), this
      is
      to advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      Certificate of Incorporation, as described in the Company’s prospectus relating
      to its IPO.

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you,
      to
      commence liquidation of the Trust Account as promptly as practicable, but no
      later than ten business days from the date hereof, to stockholders of record
      on
      the Last Date (as defined in the Trust Agreement). You will notify the Company
      in writing as to when all of the funds in the Trust Account will be available
      for immediate transfer (“Transfer Date”) in accordance with the terms of the
      Trust Agreement and the Certificate of Incorporation of the Company. You shall
      commence distribution of such funds in accordance with the terms of the Trust
      Agreement and the Certificate of Incorporation of the Company and you shall
      oversee the distribution of the funds. Upon the distribution of all the funds
      in
      the Trust Account, your obligations under the Trust Agreement shall be
      terminated.

    
      	 	 	 
	 	
              Very
                truly yours,

              


              TREMISIS
                ENERGY ACQUISITION CORPORATION II 

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Lawrence
                S. Coben, Chairman of the Board

            


    

    

      	 	 	 
	
            	By:  	
            
	 	
              

              
                
                              ,
                    Secretary

                

              

            


    

     

    cc:
      Merrill Lynch & Co., Inc.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    EXHIBIT
      C

     

    [Letterhead
      of Company]

    


            [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    


    Re: Trust
      Account No. 

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(a) of the Investment Management Trust Agreement between Tremisis
      Energy Acquisition Corporation II (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of ___________, 2007 (“Trust
      Agreement”), the
      Company hereby requests that you deliver to the Company $_______ of the income
      earned on the Property as of the date hereof. The Company needs such funds
      to
      pay for the tax obligations as set forth on the attached tax return or tax
      statement. In accordance with the terms of the Trust Agreement, you are hereby
      directed and authorized to transfer (via wire transfer) such funds promptly
      upon
      your receipt of this letter to the Company’s operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    
      
        	 	 	 
	 	
                
                  Very
                    truly yours,

                  


                  TREMISIS
                    ENERGY ACQUISITION CORPORATION II 

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                
                  Lawrence
                    S. Coben, Chairman of the
                    Board

                

              


      

      

        	 	 	 
	
              	By:  	
              
	 	
                

                
                  
                                ,
                      Secretary

                  

                

              


      

    

    


    cc:
      Merrill Lynch & Co., Inc.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    EXHIBIT
      D

     

    [Letterhead
      of Company]

    


            [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    


    Re: Trust
      Account No. 

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(b) of the Investment Management Trust Agreement between Tremisis
      Energy Acquisition Corporation II (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of __________, 2007 (“Trust
      Agreement”), the
      Company hereby requests that you deliver to the Company $_______ of the income
      earned on the Property as of the date hereof, which does not exceed, in the
      aggregate with all such prior disbursements pursuant to paragraph 2(b), if
      any,
      the maximum amount set forth in paragraph 2(b). The Company needs such funds
      to
      cover its expenses relating to investigating and selecting a target business
      and
      other working capital requirements. In accordance with the terms of the Trust
      Agreement, you are hereby directed and authorized to transfer (via wire
      transfer) such funds promptly upon your receipt of this letter to the Company’s
      operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    
      
        
          	 	 	 
	 	
                  
                    
                      Very
                        truly yours,

                      


                      TREMISIS
                        ENERGY ACQUISITION CORPORATION II
                        

                    

                  

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  

                  
                    
                      Lawrence
                        S. Coben, Chairman of the
                        Board

                    

                  

                


        

        

          	 	 	 
	
                	By:  	
                
	 	
                  

                  
                    
                                  ,
                        Secretary

                    

                  

                


        

         

      

    

    cc:
      Merrill Lynch & Co., Inc.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    EXHIBIT
      E

    

      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

              	
                AUTHORIZED

              
	
                FOR
                  TELEPHONE CALL BACK 

              	
                TELEPHONE
                  NUMBER(S)

              
	 	 
	
                Company:

              	 
	 	 
	
                Tremisis
                  Energy Acquisition Corporation II

              	 
	
                11622
                  Monica Street

              	 
	
                Houston,
                  Texas 77024

              	 
	
                Attn:
                  Lawrence S. Coben, Chief Executive Officer

              	
                (917)
                  892-1442

              
	 	 
	
                Trustee:

              	 
	 	 
	
                Continental
                  Stock Transfer

              	 
	
                &
                  Trust Company

              	 
	
                17
                  Battery Place

              	 
	
                New
                  York, New York 10004

              	 
	
                Attn:
                  Steven G. Nelson, Chairman

              	
                (212)
                  845-3200

              


      

      
         

        
           

        

        
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