Unassociated Document


     

    November
      1, 2007

    


    


    Tremisis
      Energy Acquisition Corporation II

    11622
      Monica Street

    Houston,
      Texas 77024

    


    Merrill
      Lynch, Pierce, Fenner & Smith Incorporated

    4
      World
      Financial Center

    250
      Vesey
      Street

    New
      York,
      New York 10080

    


    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue

    Suite
      1203

    New
      York,
      New York 10016

    


    
      	 	 	
              Re:

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned stockholder of Tremisis Energy Acquisition Corporation II
      (“Company”), in consideration of Merrill Lynch, Pierce, Fenner & Smith
      Incorporated and EarlyBirdCapital, Inc. (collectively, the “Underwriters”)
      entering into a letter of intent (“Letter of Intent”) to underwrite an initial
      public offering of the securities of the Company (“IPO”) and embarking on the
      IPO process, hereby agrees as follows (certain capitalized terms used herein
      are
      defined in paragraph __ hereof):

    


    1. If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all Insider Shares owned by him in accordance with the
      majority of the votes cast by the holders of the IPO Shares. 

    


    2. The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind in or to any distribution of the Trust Fund and any remaining net assets
      of
      the Company as a result of such liquidation with respect to his Insider Shares
      (“Claim”) and hereby waives any Claim the undersigned may have in the future as
      a result of, or arising out of, any contracts or agreements with the Company
      and
      will not seek recourse against the Trust Fund for any reason whatsoever.


    


    
      
         

      

      
         

        
          

        

      

      
         

      

      

        Tremisis
          Energy Acquisition Corporation II

        Merrill
          Lynch, Pierce, Fenner & Smith Incorporated

        EarlyBirdCapital,
          Inc.

        November
          1, 2007

        Page
          2

        


      

    

    3. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless
      the Company obtains an opinion from an independent investment banking firm
      reasonably acceptable to the Underwriters that the business combination is
      fair
      to the Company’s stockholders from a financial perspective.

     

    4. Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned will be entitled to receive and will not accept
      any compensation for services rendered to the Company prior to or in connection
      with the consummation of the Business Combination; provided that the undersigned
      shall be entitled to reimbursement from the Company for his out-of-pocket
      expenses incurred in connection with seeking and consummating a Business
      Combination.  

     

    5. Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination. 

    


    6. The
      undersigned will escrow all of his Insider Shares acquired prior to the IPO
      until one year after the consummation by the Company of a Business Combination
      subject to the terms of a Stock Escrow Agreement which the Company will enter
      into with the undersigned and an escrow agent acceptable to the
      Company.

    


    7. The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement.

    


    8. The
      undersigned hereby waives his right to exercise conversion rights with respect
      to any shares of the Company’s common stock owned or to be owned by the
      undersigned, directly or indirectly, and agrees that he will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.

    


    9. The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company’s Certificate of Incorporation to extend the period of time in which
      the Company must consummate a Business Combination prior to its liquidation.
      Should such a proposal be put before stockholders other than through actions
      by
      the undersigned, the undersigned hereby agrees to vote against such proposal.
      This paragraph may not be modified or amended under any
      circumstances.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      

        Tremisis
          Energy Acquisition Corporation II

        Merrill
          Lynch, Pierce, Fenner & Smith Incorporated

        EarlyBirdCapital,
          Inc.

        November
          1, 2007

        Page
          3

        


      

    

    10. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to the Underwriters and their legal representatives
      or agents (including any investigative search firm retained by the Underwriters)
      any information they may have about the undersigned’s background and finances
      (“Information”). Neither the Underwriters nor their agents shall be violating
      the undersigned’s right of privacy in any manner in requesting and obtaining the
      Information and the undersigned hereby releases them from liability for any
      damage whatsoever in that connection.

    


    11. This
      letter agreement shall be governed by and construed and enforced in accor-dance
      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. The undersigned hereby (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
      the State of New York of the United States of America for the Southern District
      of New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall be exclu-sive, (ii) waives any objection to such exclusive jurisdiction
      and that such courts represent an inconvenient forum and (iii) irrevocably
      agrees to appoint Graubard Miller as agent for the service of process in the
      State of New York to receive, for the undersigned and on his behalf, service
      of
      process in any Proceeding. If for any reason such agent is unable to act as
      such, the undersigned will promptly notify the Company and the Underwriters
      and
      appoint a substitute agent acceptable to each of the Company and the
      Underwriters within 30 days and nothing in this letter will affect the right
      of
      either party to serve process in any other manner permitted by law.  

    


    12. As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition, reorganization or otherwise,
      of an operating business; (ii) “Insiders” shall mean all officers, directors and
      stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an
      Insider prior to the IPO; and (iv) “IPO Shares” shall mean the shares of Common
      Stock issued in the Company’s IPO.

    


    _________________

    Print
      Name of Insider

    


    


    


    __________________________

    Signature