Unassociated Document


    

      REGISTRATION
        RIGHTS AGREEMENT

       

      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”).

       

      WHEREAS,
        the Investors currently hold all of the issued and outstanding securities
        of the
        Company;

       

      WHEREAS,
        the Investors and the Company desire to enter into this Agreement to provide
        the
        Investors with certain rights relating to the registration of shares of Common
        Stock held by them;

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements set forth
        herein, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto agree as
        follows:

       

      1. DEFINITIONS.
        The
        following capitalized terms used herein have the following
        meanings:

       

      “Agreement”
means
        this Agreement, as amended, restated, supplemented, or otherwise modified
        from
        time to time.

       

      “Commission”
means
        the Securities and Exchange Commission, or any other federal agency then
        administering the Securities Act or the Exchange Act.

       

      “Common
        Stock”
means
        the common stock, par value $0.0001 per share, of the Company.

       

      “Company”
is
        defined in the preamble to this Agreement.

       

      “Demand
        Registration”
is
        defined in Section 2.1.1.

       

      “Demanding
        Holder”
is
        defined in Section 2.1.1.

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        of the Commission promulgated thereunder, all as the same shall be in effect
        at
        the time.

       

      “Form
        S-3”
is
        defined in Section 2.3.

       

      “Indemnified
        Party”
is
        defined in Section 4.3.

       

      “Indemnifying
        Party”
is
        defined in Section 4.3.

       

      “Insider
        Warrants”
means
        the Warrants being purchased privately by the Company’s officers and directors
        simultaneously with the consummation of the Company’s initial public
        offering.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Investor”
is
        defined in the preamble to this Agreement.

       

      “Investor
        Indemnified Party”
is
        defined in Section 4.1.

       

      “Maximum
        Number of Shares”
is
        defined in Section 2.1.4.

       

      “Notices”
is
        defined in Section 6.3.

       

      “Piggy-Back
        Registration”
is
        defined in Section 2.2.1.

       

      “Register,”
        “Registered”
        and
“Registration”
mean
        a
        registration effected by preparing and filing a registration statement or
        similar document in compliance with the requirements of the Securities Act,
        and
        the applicable rules and regulations promulgated thereunder, and such
        registration statement becoming effective.

       

      “Registrable
        Securities”
mean
        (i) all of the shares of Common Stock beneficially owned or held by Investors
        prior to the consummation of the Company’s initial public offering and (ii) all
        of the Insider Warrants (and underlying shares of Common Stock). Registrable
        Securities include any warrants, shares of capital stock or other securities
        of
        the Company issued as a dividend or other distribution with respect to or
        in
        exchange for or in replacement of such shares of Common Stock. As to any
        particular Registrable Securities, such securities shall cease to be Registrable
        Securities when: (a) a Registration Statement with respect to the sale of
        such
        securities shall have become effective under the Securities Act and such
        securities shall have been sold, transferred, disposed of or exchanged in
        accordance with such Registration Statement; (b) such securities shall have
        been
        otherwise transferred, new certificates for them not bearing a legend
        restricting further transfer shall have been delivered by the Company and
        subsequent public distribution of them shall not require registration under
        the
        Securities Act; (c) such securities shall have ceased to be outstanding,
        or (d)
        the Securities and Exchange Commission makes a definitive determination to
        the
        Company that the Registrable Securities are saleable under Rule
        144(k).

       

      “Registration
        Statement”
means
        a
        registration statement filed by the Company with the Commission in compliance
        with the Securities Act and the rules and regulations promulgated thereunder
        for
        a public offering and sale of Common Stock (other than a registration statement
        on Form S-4 or Form S-8, or their successors, or any registration statement
        covering only securities proposed to be issued in exchange for securities
        or
        assets of another entity).

       

      “Release
        Date”
means
        the date on which shares of Common Stock are disbursed from escrow pursuant
        to
        Section 3 of that certain Stock Escrow Agreement dated as of ________, 2007
        by
        and among the parties hereto and Continental Stock Transfer & Trust
        Company.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, and the rules and regulations of
        the
        Commission promulgated thereunder, all as the same shall be in effect at
        the
        time.

       

      
        
          
          

        

        
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      “Underwriter”
means
        a
        securities dealer who purchases any Registrable Securities as principal in
        an
        underwritten offering and not as part of such dealer’s market-making
        activities.

       

      2. REGISTRATION
        RIGHTS.

       

      2.1
        Demand
        Registration.

       

      2.1.1.
        Request
        for Registration.
        At any
        time and from time to time on or after the date that is (i) after the Company
        consummates a Business Combination (as defined in the Company’s Registration
        Statement with respect to its initial public offering) with respect to the
        Insider Warrants (or underlying shares of Common Stock) or (ii) three months
        prior to the Release Date with respect to all Registrable Securities (to
        the
        extent not previously registered by the Company pursuant to the preceding
        subclause (i)), the holders of a majority-in-interest of such Insider Warrants
        (or underlying shares of Common Stock) or other Registrable Securities, as
        the
        case may be, held by the Investors or the transferees of the Investors, may
        make
        a written demand for registration under the Securities Act of all or part
        of
        their Insider Warrants (or underlying shares of Common Stock) or other
        Registrable Securities, as the case may be (a “Demand
        Registration”).
        Any
        demand for a Demand Registration shall specify the number of shares of
        Registrable Securities proposed to be sold and the intended method(s) of
        distribution thereof. The Company will notify all holders of Registrable
        Securities of the demand, and each holder of Registrable Securities who wishes
        to include all or a portion of such holder’s Registrable Securities in the
        Demand Registration (each such holder including shares of Registrable Securities
        in such registration, a “Demanding
        Holder”)
        shall
        so notify the Company within fifteen (15) days after the receipt by the holder
        of the notice from the Company. Upon any such request, the Demanding Holders
        shall be entitled to have their Registrable Securities included in the Demand
        Registration, subject to Section 2.1.4 and the provisos set forth in Section
        3.1.1. The Company shall not be obligated to effect more than an aggregate
        of
        two (2) Demand Registrations under this Section 2.1.1 in respect of all
        Registrable Securities.

       

      2.1.2.
        Effective
        Registration.
        A
        registration will not count as a Demand Registration until the Registration
        Statement filed with the Commission with respect to such Demand Registration
        has
        been declared effective and the Company has complied with all of its obligations
        under this Agreement with respect thereto; provided, however, that if, after
        such Registration Statement has been declared effective, the offering of
        Registrable Securities pursuant to a Demand Registration is interfered with
        by
        any stop order or injunction of the Commission or any other governmental
        agency
        or court, the Registration Statement with respect to such Demand Registration
        will be deemed not to have been declared effective, unless and until, (i)
        such
        stop order or injunction is removed, rescinded or otherwise terminated, and
        (ii)
        a majority-in-interest of the Demanding Holders thereafter elect to continue
        the
        offering; provided, further, that the Company shall not be obligated to file
        a
        second Registration Statement until a Registration Statement that has been
        filed
        is counted as a Demand Registration or is terminated.

       

      2.1.3.
        Underwritten
        Offering.
        If a
        majority-in-interest of the Demanding Holders so elect and such holders so
        advise the Company as part of their written demand for a Demand Registration,
        the offering of such Registrable Securities pursuant to such Demand Registration
        shall be in the form of an underwritten offering. In such event, the right
        of
        any holder to include its Registrable Securities in such registration shall
        be
        conditioned upon such holder’s participation in such underwriting and the
        inclusion of such holder’s Registrable Securities in the underwriting to the
        extent provided herein. All Demanding Holders proposing to distribute their
        securities through such underwriting shall enter into an underwriting agreement
        in customary form with the Underwriter or Underwriters selected for such
        underwriting by a majority-in-interest of the holders initiating the Demand
        Registration.

       

      
        
          
          

        

        
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      2.1.4.
        Reduction
        of Offering.
        If the
        managing Underwriter or Underwriters for a Demand Registration that is to
        be an
        underwritten offering advises the Company and the Demanding Holders in writing
        that the dollar amount or number of shares of Registrable Securities which
        the
        Demanding Holders desire to sell, taken together with all other shares of
        Common
        Stock or other securities which the Company desires to sell and the shares
        of
        Common Stock, if any, as to which registration has been requested pursuant
        to
        written contractual piggy-back registration rights held by other stockholders
        of
        the Company who desire to sell, exceeds the maximum dollar amount or maximum
        number of shares that can be sold in such offering without adversely affecting
        the proposed offering price, the timing, the distribution method, or the
        probability of success of such offering (such maximum dollar amount or maximum
        number of shares, as applicable, the “Maximum
        Number of Shares”),
        then
        the Company shall include in such registration: (i) first, the Registrable
        Securities as to which Demand Registration has been requested by the Demanding
        Holders (pro rata in accordance with the number of shares that each such
        Demanding Holder has requested be included in such registration, regardless
        of
        the number of shares held by each such Demanding Holder (such proportion
        is
        referred to herein as "Pro
        Rata"))
        that
        can be sold without exceeding the Maximum Number of Shares; (ii) second,
        to the
        extent that the Maximum Number of Shares has not been reached under the
        foregoing clause (i), the shares of Common Stock or other securities that
        the
        Company desires to sell that can be sold without exceeding the Maximum Number
        of
        Shares; and (iii) third, to the extent that the Maximum Number of Shares
        have
        not been reached under the foregoing clauses (i) and (ii), the shares of
        Common
        Stock or other securities for the account of other persons that the Company
        is
        obligated to register pursuant to written contractual arrangements with such
        persons and that can be sold without exceeding the Maximum Number of
        Shares.

       

      2.1.5.
        Withdrawal.
        If a
        majority-in-interest of the Demanding Holders disapprove of the terms of
        any
        underwriting or are not entitled to include all of their Registrable Securities
        in any offering, such majority-in-interest of the Demanding Holders may elect
        to
        withdraw from such offering by giving written notice to the Company and the
        Underwriter or Underwriters of their request to withdraw prior to the
        effectiveness of the Registration Statement filed with the Commission with
        respect to such Demand Registration. If the majority-in-interest of the
        Demanding Holders withdraws from a proposed offering relating to a Demand
        Registration, then such registration shall not count as a Demand Registration
        provided for in Section 2.1.

       

      2.2
        Piggy-Back
        Registration.

       

      2.2.1.
        Piggy-Back
        Rights.
        If at
        any time on or after the date the Company consummates a Business Combination
        the
        Company proposes to file a Registration Statement under the Securities Act
        with
        respect to an offering of equity securities, or securities or other obligations
        exercisable or exchangeable for, or convertible into, equity securities,
        by the
        Company for its own account or for stockholders of the Company for their
        account
        (or by the Company and by stockholders of the Company including, without
        limitation, pursuant to Section 2.1), other than a Registration Statement
        (i)
        filed in connection with any employee stock option or other benefit plan,
        (ii)
        for an exchange offer or offering of securities solely to the Company’s existing
        stockholders, (iii) for an offering of debt that is convertible into equity
        securities of the Company or (iv) for a dividend reinvestment plan, then
        the
        Company shall (x) give written notice of such proposed filing to the holders
        of
        Registrable Securities as soon as practicable but in no event less than ten
        (10)
        days before the anticipated filing date, which notice shall describe the
        amount
        and type of securities to be included in such offering, the intended method(s)
        of distribution, and the name of the proposed managing Underwriter or
        Underwriters, if any, of the offering, and (y) offer to the holders of
        Registrable Securities in such notice the opportunity to register the sale
        of
        such number of shares of Registrable Securities as such holders may request
        in
        writing within five (5) days following receipt of such notice (a “Piggy-Back
        Registration”).
        The
        Company shall cause such Registrable Securities to be included in such
        registration and shall use its best efforts to cause the managing Underwriter
        or
        Underwriters of a proposed underwritten offering to permit the Registrable
        Securities requested to be included in a Piggy-Back Registration on the same
        terms and conditions as any similar securities of the Company and to permit
        the
        sale or other disposition of such Registrable Securities in accordance with
        the
        intended method(s) of distribution thereof. All holders of Registrable
        Securities proposing to distribute their securities through a Piggy-Back
        Registration that involves an Underwriter or Underwriters shall enter into
        an
        underwriting agreement in customary form with the Underwriter or Underwriters
        selected for such Piggy-Back Registration.

       

      
        
          
          

        

        
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      2.2.2.
        Reduction
        of Offering.
        If the
        managing Underwriter or Underwriters for a Piggy-Back Registration that is
        to be
        an underwritten offering advises the Company and the holders of Registrable
        Securities in writing that the dollar amount or number of shares of Common
        Stock
        which the Company desires to sell, taken together with shares of Common Stock,
        if any, as to which registration has been demanded pursuant to written
        contractual arrangements with persons other than the holders of Registrable
        Securities hereunder, the Registrable Securities as to which registration
        has
        been requested under this Section 2.2, and the shares of Common Stock, if
        any,
        as to which registration has been requested pursuant to the written contractual
        piggy-back registration rights of other stockholders of the Company, exceeds
        the
        Maximum Number of Shares, then the Company shall include in any such
        registration:

       

      a) If
        the
        registration is undertaken for the Company’s account: (A) first, the shares of
        Common Stock or other securities that the Company desires to sell that can
        be
        sold without exceeding the Maximum Number of Shares; (B) second, to the extent
        that the Maximum Number of Shares has not been reached under the foregoing
        clause (A), the shares of Common Stock or other securities, if any, comprised
        of
        Registrable Securities, as to which registration has been requested pursuant
        to
        the applicable written contractual piggy-back registration rights of such
        security holders, Pro Rata, that can be sold without exceeding the Maximum
        Number of Shares; and (C) third, to the extent that the Maximum Number of
        shares
        has not been reached under the foregoing clauses (A) and (B), the shares
        of
        Common Stock or other securities for the account of other persons that the
        Company is obligated to register pursuant to written contractual piggy-back
        registration rights with such persons and that can be sold without exceeding
        the
        Maximum Number of Shares; and

       

      
        
          
          

        

        
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      b) If
        the
        registration is a “demand” registration undertaken at the demand of persons
        other than the holders of Registrable Securities, (A) first, the shares of
        Common Stock or other securities for the account of the demanding persons
        that
        can be sold without exceeding the Maximum Number of Shares; (B) second, to
        the
        extent that the Maximum Number of Shares has not been reached under the
        foregoing clause (A), the shares of Common Stock or other securities that
        the
        Company desires to sell that can be sold without exceeding the Maximum Number
        of
        Shares; (C) third, to the extent that the Maximum Number of Shares has not
        been
        reached under the foregoing clauses (A) and (B), collectively the shares
        of
        Common Stock or other securities comprised of Registrable Securities, Pro
        Rata,
        as to which registration has been requested pursuant to the terms hereof,
        as
        applicable, that can be sold without exceeding the Maximum Number of Shares;
        and
        (D) fourth, to the extent that the Maximum Number of Shares has not been
        reached
        under the foregoing clauses (A), (B) and (C), the shares of Common Stock
        or
        other securities for the account of other persons that the Company is obligated
        to register pursuant to written contractual arrangements with such persons,
        that
        can be sold without exceeding the Maximum Number of Shares.

       

      2.2.3.
        Withdrawal.
        Any
        holder of Registrable Securities may elect to withdraw such holder’s request for
        inclusion of Registrable Securities in any Piggy-Back Registration by giving
        written notice to the Company of such request to withdraw prior to the
        effectiveness of the Registration Statement. The Company (whether on its
        own
        determination or as the result of a withdrawal by persons making a demand
        pursuant to written contractual obligations) may withdraw a registration
        statement at any time prior to the effectiveness of the Registration Statement.
        Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
        by the holders of Registrable Securities in connection with such Piggy-Back
        Registration as provided in Section 3.3.

       

      2.3
        Registrations
        on Form S-3.
        The
        holders of Registrable Securities may at any time and from time to time,
        request
        in writing that the Company register the resale of any or all of such
        Registrable Securities on Form S-3 or any similar short-form registration
        which
        may be available at such time (“Form
        S-3”);
        provided, however, that the Company shall not be obligated to effect such
        request through an underwritten offering. Upon receipt of such written request,
        the Company will promptly give written notice of the proposed registration
        to
        all other holders of Registrable Securities, and, as soon as practicable
        thereafter, effect the registration of all or such portion of such holder’s or
        holders’ Registrable Securities as are specified in such request, together with
        all or such portion of the Registrable Securities or other securities of
        the
        Company, if any, of any other holder or holders joining in such request as
        are
        specified in a written request given within fifteen (15) days after receipt
        of
        such written notice from the Company; provided, however, that the Company
        shall
        not be obligated to effect any such registration pursuant to this Section
        2.3:
        (i) if Form S-3 is not available for such offering; or (ii) if the holders
        of
        the Registrable Securities, together with the holders of any other securities
        of
        the Company entitled to inclusion in such registration, propose to sell
        Registrable Securities and such other securities (if any) at any aggregate
        price
        to the public of less than $500,000. Registrations effected pursuant to this
        Section 2.3 shall not be counted as Demand Registrations effected pursuant
        to
        Section 2.1.

       

      
        
          
          

        

        
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      3. REGISTRATION
        PROCEDURES.

       

      3.1
        Filings;
        Information.
        Whenever the Company is required to effect the registration of any Registrable
        Securities pursuant to Section 2, the Company shall use its best efforts
        to
        effect the registration and sale of such Registrable Securities in accordance
        with the intended method(s) of distribution thereof as expeditiously as
        practicable, and in connection with any such request:

       

      3.1.1.
        Filing
        Registration Statement.
        The
        Company shall, as expeditiously as possible and in any event within sixty
        (60)
        days after receipt of a request for a Demand Registration pursuant to Section
        2.1, prepare and file with the Commission a Registration Statement on any
        form
        for which the Company then qualifies or which counsel for the Company shall
        deem
        appropriate and which form shall be available for the sale of all Registrable
        Securities to be registered thereunder in accordance with the intended method(s)
        of distribution thereof, and shall use its best efforts to cause such
        Registration Statement to become and remain effective for the period required
        by
        Section 3.1.3; provided, however, that the Company shall have the right to
        defer
        any Demand Registration for up to thirty (30) days, and any Piggy-Back
        Registration for such period as may be applicable to deferment of any demand
        registration to which such Piggy-Back Registration relates, in each case
        if the
        Company shall furnish to the holders a certificate signed by the Chairman
        of the
        Board or President of the Company stating that, in the good faith judgment
        of
        the Board of Directors of the Company, it would be materially detrimental
        to the
        Company and its stockholders for such Registration Statement to be effected
        at
        such time; provided further, however, that the Company shall not have the
        right
        to exercise the right set forth in the immediately preceding proviso more
        than
        once in any 365-day period in respect of a Demand Registration
        hereunder.

       

      3.1.2.
        Copies.
        The
        Company shall, prior to filing a Registration Statement or prospectus, or
        any
        amendment or supplement thereto, furnish without charge to the holders of
        Registrable Securities included in such registration, and such holders’ legal
        counsel, copies of such Registration Statement as proposed to be filed, each
        amendment and supplement to such Registration Statement (in each case including
        all exhibits thereto and documents incorporated by reference therein), the
        prospectus included in such Registration Statement (including each preliminary
        prospectus), and such other documents as the holders of Registrable Securities
        included in such registration or legal counsel for any such holders may request
        in order to facilitate the disposition of the Registrable Securities owned
        by
        such holders.

       

      3.1.3.
        Amendments
        and Supplements.
        The
        Company shall prepare and file with the Commission such amendments, including
        post-effective amendments, and supplements to such Registration Statement
        and
        the prospectus used in connection therewith as may be necessary to keep such
        Registration Statement effective and in compliance with the provisions of
        the
        Securities Act until all Registrable Securities and other securities covered
        by
        such Registration Statement have been disposed of in accordance with the
        intended method(s) of distribution set forth in such Registration Statement
        (which period shall not exceed the sum of one hundred eighty (180) days plus
        any
        period during which any such disposition is interfered with by any stop order
        or
        injunction of the Commission or any governmental agency or court) or such
        securities have been withdrawn.

       

      
        
          
          

        

        
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      3.1.4.
        Notification.
        After
        the filing of a Registration Statement, the Company shall promptly, and in
        no
        event more than two (2) business days after such filing, notify the holders
        of
        Registrable Securities included in such Registration Statement of such filing,
        and shall further notify such holders promptly and confirm such advice in
        writing in all events within two (2) business days of the occurrence of any
        of
        the following: (i) when such Registration Statement becomes effective; (ii)
        when
        any post-effective amendment to such Registration Statement becomes effective;
        (iii) the issuance or threatened issuance by the Commission of any stop order
        (and the Company shall take all actions required to prevent the entry of
        such
        stop order or to remove it if entered); and (iv) any request by the Commission
        for any amendment or supplement to such Registration Statement or any prospectus
        relating thereto or for additional information or of the occurrence of an
        event
        requiring the preparation of a supplement or amendment to such prospectus
        so
        that, as thereafter delivered to the purchasers of the securities covered
        by
        such Registration Statement, such prospectus will not contain an untrue
        statement of a material fact or omit to state any material fact required
        to be
        stated therein or necessary to make the statements therein not misleading,
        and
        promptly make available to the holders of Registrable Securities included
        in
        such Registration Statement any such supplement or amendment; except that
        before
        filing with the Commission a Registration Statement or prospectus or any
        amendment or supplement thereto, including documents incorporated by reference,
        the Company shall furnish to the holders of Registrable Securities included
        in
        such Registration Statement and to the legal counsel for any such holders,
        copies of all such documents proposed to be filed sufficiently in advance
        of
        filing to provide such holders and legal counsel with a reasonable opportunity
        to review such documents and comment thereon, and the Company shall not file
        any
        Registration Statement or prospectus or amendment or supplement thereto,
        including documents incorporated by reference, to which such holders or their
        legal counsel shall reasonably object.

       

      3.1.5.
        State
        Securities Laws Compliance.
        The
        Company shall use its best efforts to (i) register or qualify the Registrable
        Securities covered by the Registration Statement under such securities or
“blue
        sky” laws of such jurisdictions in the United States as the holders of
        Registrable Securities included in such Registration Statement (in light
        of
        their intended plan of distribution) may request and (ii) take such action
        necessary to cause such Registrable Securities covered by the Registration
        Statement to be registered with or approved by such other Governmental
        Authorities as may be necessary by virtue of the business and operations
        of the
        Company and do any and all other acts and things that may be necessary or
        advisable to enable the holders of Registrable Securities included in such
        Registration Statement to consummate the disposition of such Registrable
        Securities in such jurisdictions; provided, however, that the Company shall
        not
        be required to qualify generally to do business in any jurisdiction where
        it
        would not otherwise be required to qualify but for this paragraph or subject
        itself to taxation in any such jurisdiction.

       

      3.1.6.
        Agreements
        for Disposition.
        The
        Company shall enter into customary agreements (including, if applicable,
        an
        underwriting agreement in customary form) and take such other actions as
        are
        reasonably required in order to expedite or facilitate the disposition of
        such
        Registrable Securities. The representations, warranties and covenants of
        the
        Company in any underwriting agreement which are made to or for the benefit
        of
        any Underwriters, to the extent applicable, shall also be made to and for
        the
        benefit of the holders of Registrable Securities included in such registration
        statement. No holder of Registrable Securities included in such registration
        statement shall be required to make any representations or warranties in
        the
        underwriting agreement except, if applicable, with respect to such holder’s
        organization, good standing, authority, title to Registrable Securities,
        lack of
        conflict of such sale with such holder’s material agreements and organizational
        documents, and with respect to written information relating to such holder
        that
        such holder has furnished in writing expressly for inclusion in such
        Registration Statement.

       

      
        
          
          

        

        
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      3.1.7.
        Cooperation.
        The
        principal executive officer of the Company, the principal financial officer
        of
        the Company, the principal accounting officer of the Company and all other
        officers and members of the management of the Company shall cooperate fully
        in
        any offering of Registrable Securities hereunder, which cooperation shall
        include, without limitation, the preparation of the Registration Statement
        with
        respect to such offering and all other offering materials and related documents,
        and participation in meetings with Underwriters, attorneys, accountants and
        potential investors.

       

      3.1.8.
        Records.
        The
        Company shall make available for inspection by the holders of Registrable
        Securities included in such Registration Statement, any Underwriter
        participating in any disposition pursuant to such registration statement
        and any
        attorney, accountant or other professional retained by any holder of Registrable
        Securities included in such Registration Statement or any Underwriter, all
        financial and other records, pertinent corporate documents and properties
        of the
        Company, as shall be necessary to enable them to exercise their due diligence
        responsibility, and cause the Company’s officers, directors and employees to
        supply all information requested by any of them in connection with such
        Registration Statement.

       

      3.1.9.
        Opinions
        and Comfort Letters.
        The
        Company shall furnish to each holder of Registrable Securities included in
        any
        Registration Statement a signed counterpart, addressed to such holder, of
        (i)
        any opinion of counsel to the Company delivered to any Underwriter and (ii)
        any
        comfort letter from the Company’s independent public accountants delivered to
        any Underwriter. In the event no legal opinion is delivered to any Underwriter,
        the Company shall furnish to each holder of Registrable Securities included
        in
        such Registration Statement, at any time that such holder elects to use a
        prospectus, an opinion of counsel to the Company to the effect that the
        Registration Statement containing such prospectus has been declared effective
        and that no stop order is in effect.

       

      3.1.10.
        Earnings
        Statement.
        The
        Company shall comply with all applicable rules and regulations of the Commission
        and the Securities Act, and make available to its stockholders, as soon as
        practicable, an earnings statement covering a period of twelve (12) months,
        beginning within three (3) months after the effective date of the registration
        statement, which earnings statement shall satisfy the provisions of Section
        11(a) of the Securities Act and Rule 158 thereunder.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      3.1.11.
        Listing.
        The
        Company shall use its best efforts to cause all Registrable Securities included
        in any registration to be listed on such exchanges or otherwise designated
        for
        trading in the same manner as similar securities issued by the Company are
        then
        listed or designated or, if no such similar securities are then listed or
        designated, in a manner satisfactory to the holders of a majority of the
        Registrable Securities included in such registration.

       

      3.2
        Obligation
        to Suspend Distribution.
        Upon
        receipt of any notice from the Company of the happening of any event of the
        kind
        described in Section 3.1.4(iv), or, in the case of a resale registration
        on Form
        S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant
        to a written insider trading compliance program adopted by the Company’s Board
        of Directors, of the ability of all “insiders” covered by such program to
        transact in the Company’s securities because of the existence of material
        non-public information, each holder of Registrable Securities included in
        any
        registration shall immediately discontinue disposition of such Registrable
        Securities pursuant to the Registration Statement covering such Registrable
        Securities until such holder receives the supplemented or amended prospectus
        contemplated by Section 3.1.4(iv) or the restriction on the ability of
“insiders” to transact in the Company’s securities is removed, as applicable,
        and, if so directed by the Company, each such holder will deliver to the
        Company
        all copies, other than permanent file copies then in such holder’s possession,
        of the most recent prospectus covering such Registrable Securities at the
        time
        of receipt of such notice.

       

      3.3
        Registration
        Expenses.
        The
        Company shall bear all costs and expenses incurred in connection with any
        Demand
        Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
        to
        Section 2.2, and any registration on Form S-3 effected pursuant to Section
        2.3,
        and all expenses incurred in performing or complying with its other obligations
        under this Agreement, whether or not the Registration Statement becomes
        effective, including, without limitation: (i) all registration and filing
        fees;
        (ii) fees and expenses of compliance with securities or “blue sky” laws
        (including fees and disbursements of counsel in connection with blue sky
        qualifications of the Registrable Securities); (iii) printing expenses; (iv)
        the
        Company’s internal expenses (including, without limitation, all salaries and
        expenses of its officers and employees); (v) the fees and expenses incurred
        in
        connection with the listing of the Registrable Securities as required by
        Section
        3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii)
        fees
        and disbursements of counsel for the Company and fees and expenses for
        independent certified public accountants retained by the Company (including
        the
        expenses or costs associated with the delivery of any opinions or comfort
        letters requested pursuant to Section 3.1.9); (viii) the fees and expenses
        of
        any special experts retained by the Company in connection with such registration
        and (ix) the fees and expenses of one legal counsel selected by the holders
        of a
        majority-in-interest of the Registrable Securities included in such
        registration. The Company shall have no obligation to pay any underwriting
        discounts or selling commissions attributable to the Registrable Securities
        being sold by the holders thereof, which underwriting discounts or selling
        commissions shall be borne by such holders. Additionally, in an underwritten
        offering, all selling stockholders and the Company shall bear the expenses
        of
        the underwriter pro rata in proportion to the respective amount of shares
        each
        is selling in such offering.

       

      3.4
        Information.
        The
        holders of Registrable Securities shall provide such information as may
        reasonably be requested by the Company, or the managing Underwriter, if any,
        in
        connection with the preparation of any Registration Statement, including
        amendments and supplements thereto, in order to effect the registration of
        any
        Registrable Securities under the Securities Act pursuant to Section 2 and
        in
        connection with the Company’s obligation to comply with federal and applicable
        state securities laws.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      4. INDEMNIFICATION
        AND CONTRIBUTION.

       

      4.1
        Indemnification
        by the Company.
        The
        Company agrees to indemnify and hold harmless each Investor and each other
        holder of Registrable Securities, and each of their respective officers,
        employees, affiliates, directors, partners, members, attorneys and agents,
        and
        each person, if any, who controls an Investor and each other holder of
        Registrable Securities (within the meaning of Section 15 of the Securities
        Act
        or Section 20 of the Exchange Act) (each, an “Investor
        Indemnified Party”),
        from
        and against any expenses, losses, judgments, claims, damages or liabilities,
        whether joint or several, arising out of or based upon any untrue statement
        (or
        allegedly untrue statement) of a material fact contained in any Registration
        Statement under which the sale of such Registrable Securities was registered
        under the Securities Act, any preliminary prospectus, final prospectus or
        summary prospectus contained in the Registration Statement, or any amendment
        or
        supplement to such Registration Statement, or arising out of or based upon
        any
        omission (or alleged omission) to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading, or any
        violation by the Company of the Securities Act or any rule or regulation
        promulgated thereunder applicable to the Company and relating to action or
        inaction required of the Company in connection with any such registration;
        and
        the Company shall promptly reimburse the Investor Indemnified Party for any
        legal and any other expenses reasonably incurred by such Investor Indemnified
        Party in connection with investigating and defending any such expense, loss,
        judgment, claim, damage, liability or action; provided, however, that the
        Company will not be liable in any such case to the extent that any such expense,
        loss, claim, damage or liability arises out of or is based upon any untrue
        statement or allegedly untrue statement or omission or alleged omission made
        in
        such Registration Statement, preliminary prospectus, final prospectus, or
        summary prospectus, or any such amendment or supplement, in reliance upon
        and in
        conformity with information furnished to the Company, in writing, by such
        selling holder expressly for use therein. The Company also shall indemnify
        any
        Underwriter of the Registrable Securities, their officers, affiliates,
        directors, partners, members and agents and each person who controls such
        Underwriter on substantially the same basis as that of the indemnification
        provided above in this Section 4.1.

       

      4.2
        Indemnification
        by Holders of Registrable Securities.
        Each
        selling holder of Registrable Securities will, in the event that any
        registration is being effected under the Securities Act pursuant to this
        Agreement of any Registrable Securities held by such selling holder, indemnify
        and hold harmless the Company, each of its directors and officers and each
        underwriter (if any), and each other selling holder and each other person,
        if
        any, who controls another selling holder or such underwriter within the meaning
        of the Securities Act, against any losses, claims, judgments, damages or
        liabilities, whether joint or several, insofar as such losses, claims,
        judgments, damages or liabilities (or actions in respect thereof) arise out
        of
        or are based upon any untrue statement or allegedly untrue statement of a
        material fact contained in any Registration Statement under which the sale
        of
        such Registrable Securities was registered under the Securities Act, any
        preliminary prospectus, final prospectus or summary prospectus contained
        in the
        Registration Statement, or any amendment or supplement to the Registration
        Statement, or arise out of or are based upon any omission or the alleged
        omission to state a material fact required to be stated therein or necessary
        to
        make the statement therein not misleading, if the statement or omission was
        made
        in reliance upon and in conformity with information furnished in writing
        to the
        Company by such selling holder expressly for use therein, and shall reimburse
        the Company, its directors and officers, and each other selling holder or
        controlling person for any legal or other expenses reasonably incurred by
        any of
        them in connection with investigation or defending any such loss, claim,
        damage,
        liability or action. Each selling holder’s indemnification obligations hereunder
        shall be several and not joint and shall be limited to the amount of any
        net
        proceeds actually received by such selling holder.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      4.3
        Conduct
        of Indemnification Proceedings.
        Promptly after receipt by any person of any notice of any loss, claim, damage
        or
        liability or any action in respect of which indemnity may be sought pursuant
        to
        Section 4.1 or 4.2, such person (the “Indemnified
        Party”)
        shall,
        if a claim in respect thereof is to be made against any other person for
        indemnification hereunder, notify such other person (the “Indemnifying
        Party”)
        in
        writing of the loss, claim, judgment, damage, liability or action; provided,
        however, that the failure by the Indemnified Party to notify the Indemnifying
        Party shall not relieve the Indemnifying Party from any liability which the
        Indemnifying Party may have to such Indemnified Party hereunder, except and
        solely to the extent the Indemnifying Party is actually prejudiced by such
        failure. If the Indemnified Party is seeking indemnification with respect
        to any
        claim or action brought against the Indemnified Party, then the Indemnifying
        Party shall be entitled to participate in such claim or action, and, to the
        extent that it wishes, jointly with all other Indemnifying Parties, to assume
        control of the defense thereof with counsel satisfactory to the Indemnified
        Party. After notice from the Indemnifying Party to the Indemnified Party
        of its
        election to assume control of the defense of such claim or action, the
        Indemnifying Party shall not be liable to the Indemnified Party for any legal
        or
        other expenses subsequently incurred by the Indemnified Party in connection
        with
        the defense thereof other than reasonable costs of investigation; provided,
        however, that in any action in which both the Indemnified Party and the
        Indemnifying Party are named as defendants, the Indemnified Party shall have
        the
        right to employ separate counsel (but no more than one such separate counsel)
        to
        represent the Indemnified Party and its controlling persons who may be subject
        to liability arising out of any claim in respect of which indemnity may be
        sought by the Indemnified Party against the Indemnifying Party, with the
        fees
        and expenses of such counsel to be paid by such Indemnifying Party if, based
        upon the written opinion of counsel of such Indemnified Party, representation
        of
        both parties by the same counsel would be inappropriate due to actual or
        potential differing interests between them. No Indemnifying Party shall,
        without
        the prior written consent of the Indemnified Party, consent to entry of judgment
        or effect any settlement of any claim or pending or threatened proceeding
        in
        respect of which the Indemnified Party is or could have been a party and
        indemnity could have been sought hereunder by such Indemnified Party, unless
        such judgment or settlement includes an unconditional release of such
        Indemnified Party from all liability arising out of such claim or
        proceeding.

       

      4.4
        Contribution.

       

      4.4.1.
        If
        the
        indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
        unavailable to any Indemnified Party in respect of any loss, claim, damage,
        liability or action referred to herein, then each such Indemnifying Party,
        in
        lieu of indemnifying such Indemnified Party, shall contribute to the amount
        paid
        or payable by such Indemnified Party as a result of such loss, claim, damage,
        liability or action in such proportion as is appropriate to reflect the relative
        fault of the Indemnified Parties and the Indemnifying Parties in connection
        with
        the actions or omissions which resulted in such loss, claim, damage, liability
        or action, as well as any other relevant equitable considerations. The relative
        fault of any Indemnified Party and any Indemnifying Party shall be determined
        by
        reference to, among other things, whether the untrue or alleged untrue statement
        of a material fact or the omission or alleged omission to state a material
        fact
        relates to information supplied by such Indemnified Party or such Indemnifying
        Party and the parties’ relative intent, knowledge, access to information and
        opportunity to correct or prevent such statement or omission.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      4.4.2.
        The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 4.4 were determined by pro rata allocation or by
        any
        other method of allocation which does not take account of the equitable
        considerations referred to in the immediately preceding Section 4.4.1. The
        amount paid or payable by an Indemnified Party as a result of any loss, claim,
        damage, liability or action referred to in the immediately preceding paragraph
        shall be deemed to include, subject to the limitations set forth above, any
        legal or other expenses incurred by such Indemnified Party in connection
        with
        investigating or defending any such action or claim. Notwithstanding the
        provisions of this Section 4.4, no holder of Registrable Securities shall
        be
        required to contribute any amount in excess of the dollar amount of the net
        proceeds (after payment of any underwriting fees, discounts, commissions
        or
        taxes) actually received by such holder from the sale of Registrable Securities
        which gave rise to such contribution obligation. No person guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Securities
        Act)
        shall be entitled to contribution from any person who was not guilty of such
        fraudulent misrepresentation.

       

      5. UNDERWRITING
        AND DISTRIBUTION.

       

      5.1
        Rule
        144.
        The
        Company covenants that it shall file any reports required to be filed by
        it
        under the Securities Act and the Exchange Act and shall take such further
        action
        as the holders of Registrable Securities may reasonably request, all to the
        extent required from time to time to enable such holders to sell Registrable
        Securities without registration under the Securities Act within the limitation
        of the exemptions provided by Rule 144 under the Securities Act, as such
        Rules
        may be amended from time to time, or any similar Rule or regulation hereafter
        adopted by the Commission.

       

      6. MISCELLANEOUS.

       

      6.1
        Other
        Registration Rights.
        The
        Company represents and warrants that no person, other than a holder of the
        Registrable Securities, has any right to require the Company to register
        any
        shares of the Company’s capital stock for sale or to include shares of the
        Company’s capital stock in any registration filed by the Company for the sale of
        shares of capital stock for its own account or for the account of any other
        person.

       

      6.2
        Assignment;
        No Third Party Beneficiaries.
        This
        Agreement and the rights, duties and obligations of the Company hereunder
        may
        not be assigned or delegated by the Company in whole or in part. This Agreement
        and the rights, duties and obligations of the holders of Registrable Securities
        hereunder may be freely assigned or delegated by such holder of Registrable
        Securities in conjunction with and to the extent of any transfer of Registrable
        Securities by any such holder. This Agreement and the provisions hereof shall
        be
        binding upon and shall inure to the benefit of each of the parties and the
        permitted assigns of the Investor or holder of Registrable Securities or
        of any
        assignee of the Investor or holder of Registrable Securities. This Agreement
        is
        not intended to confer any rights or benefits on any persons that are not
        party
        hereto other than as expressly set forth in Article 4 and this Section
        6.2.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      6.3
        Notices.
        All
        notices, demands, requests, consents, approvals or other communications
        (collectively, “Notices”)
        required or permitted to be given hereunder or which are given with respect
        to
        this Agreement shall be in writing and shall be personally served, delivered
        by
        reputable air courier service with charges prepaid, or transmitted by hand
        delivery, telegram, telex or facsimile, addressed as set forth below, or
        to such
        other address as such party shall have specified most recently by written
        notice. Notice shall be deemed given on the date of service or transmission
        if
        personally served or transmitted by telegram, telex or facsimile; provided,
        that
        if such service or transmission is not on a business day or is after normal
        business hours, then such notice shall be deemed given on the next business
        day.
        Notice otherwise sent as provided herein shall be deemed given on the next
        business day following timely delivery of such notice to a reputable air
        courier
        service with an order for next-day delivery.

      
         

        
          	 	
                  To
                    the Company:

                   

                  Tremisis
                    Energy Acquisition Corporation II 

                  11622
                    Monica Street

                  Houston,
                    Texas 77024

                  Attn:
                    Chief Executive Officer

                  


                  with
                    a copy to:

                  


                  Graubard
                    Miller

                  The
                    Chrysler Building

                  405
                    Lexington Avenue 

                  New
                    York NY 10174

                  Attn:
                    David Alan Miller, Esq.

                  


                  To
                    an Investor, to:

                
	 


        

      

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      6.4
        Severability.
        This
        Agreement shall be deemed severable, and the invalidity or unenforceability
        of
        any term or provision hereof shall not affect the validity or enforceability
        of
        this Agreement or of any other term or provision hereof. Furthermore, in
        lieu of
        any such invalid or unenforceable term or provision, the parties hereto intend
        that there shall be added as a part of this Agreement a provision as similar
        in
        terms to such invalid or unenforceable provision as may be possible that
        is
        valid and enforceable.

       

      6.5
        Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which shall be
        deemed an original, and all of which taken together shall constitute one
        and the
        same instrument.

       

      6.6
        Entire
        Agreement.
        This
        Agreement (including all agreements entered into pursuant hereto and all
        certificates and instruments delivered pursuant hereto and thereto) constitute
        the entire agreement of the parties with respect to the subject matter hereof
        and supersede all prior and contemporaneous agreements, representations,
        understandings, negotiations and discussions between the parties, whether
        oral
        or written.

       

      6.7
        Modifications
        and Amendments.
        No
        amendment, modification or termination of this Agreement shall be binding
        upon
        any party unless executed in writing by such party. Notwithstanding the
        foregoing, any and all parties must obtain the written consent of Citigroup
        Global Markets Inc. to amend or modify this Agreement.

       

      6.8
        Titles
        and Headings.
        Titles
        and headings of sections of this Agreement are for convenience only and shall
        not affect the construction of any provision of this Agreement.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      6.9
        Waivers
        and Extensions.
        Any
        party to this Agreement may waive any right, breach or default which such
        party
        has the right to waive, provided that such waiver will not be effective against
        the waiving party unless it is in writing, is signed by such party, and
        specifically refers to this Agreement. Waivers may be made in advance or
        after
        the right waived has arisen or the breach or default waived has occurred.
        Any
        waiver may be conditional. No waiver of any breach of any agreement or provision
        herein contained shall be deemed a waiver of any preceding or succeeding
        breach
        thereof nor of any other agreement or provision herein contained. No waiver
        or
        extension of time for performance of any obligations or acts shall be deemed
        a
        waiver or extension of the time for performance of any other obligations
        or
        acts.

       

      6.10
        Remedies
        Cumulative.
        In the
        event that the Company fails to observe or perform any covenant or agreement
        to
        be observed or performed under this Agreement, the Investor or any other
        holder
        of Registrable Securities may proceed to protect and enforce its rights by
        suit
        in equity or action at law, whether for specific performance of any term
        contained in this Agreement or for an injunction against the breach of any
        such
        term or in aid of the exercise of any power granted in this Agreement or
        to
        enforce any other legal or equitable right, or to take any one or more of
        such
        actions, without being required to post a bond. None of the rights, powers
        or
        remedies conferred under this Agreement shall be mutually exclusive, and
        each
        such right, power or remedy shall be cumulative and in addition to any other
        right, power or remedy, whether conferred by this Agreement or now or hereafter
        available at law, in equity, by statute or otherwise.

       

      6.11
        Governing
        Law.
        This
        Agreement shall be governed by, interpreted under, and construed in accordance
        with the internal laws of the State of New York applicable to agreements
        made
        and to be performed within the State of New York, without giving effect to
        any
        choice-of-law provisions thereof that would compel the application of the
        substantive laws of any other jurisdiction.

       

      6.12
        Waiver
        of Trial by Jury.
        Each
        party hereby irrevocably and unconditionally waives the right to a trial
        by jury
        in any action, suit, counterclaim or other proceeding (whether based on
        contract, tort or otherwise) arising out of, connected with or relating to
        this
        Agreement, the transactions contemplated hereby, or the actions of the Investor
        in the negotiation, administration, performance or enforcement
        hereof.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
        to
        be executed and delivered by their duly authorized representatives as of
        the
        date first written above.

       

      
        	 	 	 
	 	TREMISIS
                ENERGY
                ACQUISITION CORPORATION II 
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:

                Title:

              


      

      
         

        
          	 	 	 
	
                	       
                   	
                  INITIAL
                    STOCKHOLDERS:

                
	 	 	 
	 	
                  

                  
                    Lawrence
                      S. Coben

                  

                
	 	 
	 	 
	 	
                  
Ronald
                  D. Ormand
	 	
                
	 	 
	 	
                  
Jon
                  Schotz
	 	 
	 	 
	 	
                  
Charles
                  A. Norris
	 	 
	 	 
	 	
                  
Stephen
                  N. Casati
	 	 
	 	 
	 	
                  
Bill
                  Goldstein


        

        
          
            	 	 	 
	
                  	 
                        	
                     

                  
	 	
                    

                    
                      Dean
                        Vaneck

                    

                  
	 	 
	 	 
	 	
                    
Jerry
                    Doren
	 	
                  
	 	 
	 	
                    
Owen
                    Coleman
	 	 
	 	 
	 	
                    
Bill
                    Armstrong
	 	 
	 	 
	 	
                    
Trevor
                    Wilson
	 	 
	 	 
	 	
                    
Brian
                    McInerny
	 	 
	 	 
	 	
                    
Richard
                    Kassar
	 	 
	 	 
	 	
                    
David
                    Levine
	 	 
	 	 
	 	
                    
Jim
                    Land
	 	 
	 	 
	 	
                    
Dr.
                    John Jacobs


          

           

        

        
          
            
            

          

          
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