Unassociated Document


    March 13,
2009

    


    Tremisis
Energy Acquisition Corporation II

    2925
Briarpark, Suite 150-A

    Houston,
TX 77042

    Attention:
Ronald D. Ormand

    


    Each of
the Investors

    set forth
in Schedule
A

    c/o
SoftForum Co., Ltd.

    (135-270)
7th Floor, SoftForum B/D.

    545-7
Dogok-Dong,

    Gangnam-Gu,
Seoul 135-270 S. Korea

    Attention:
Sang-Chul Kim, Chairman

    


    Dear
Sirs:

    


    Pursuant
to that certain Registration Rights Agreement (the “RRA”), dated as of December 6,
2007, by and among Tremisis Energy Acquisition Corporation II, a Delaware
Corporation (the “Company”), and the respective
undersigned parties (each, individually, a “Stockholder”, and
collectively, the “Stockholders”), the Company
has granted the Stockholders certain registration rights (the “Registration Rights”) with
respect to (a) the shares (the “Warrant Shares”) of common
stock of the Company underlying warrants (the “Warrants”) purchased by the
Stockholders under the terms of certain Warrant Subscription Agreements (the
“Agreements”), by and
between the Company and each respective Stockholder, and (b) the shares of
common stock (the “Insider
Shares”, and together with the Warrant Shares, the “Registrable Securities”)
purchased by the Stockholders from the Company prior to the Company’s initial
public offering.

    


    The Stockholders have executed an
agreement (the “Put/Call
Agreement”) of even date herewith pursuant to which the parties have
granted each other put and call options by which the Stockholders may sell the
Warrants and transfer, for no consideration, certain of the Insider Shares to
the investors set forth in Schedule A attached
hereto (the “Investors”), in the amounts
identified in Schedule
A upon consummation of a Business Combination
(defined in the RRA).  In connection with the potential sale of
the Warrants and transfer of certain of the Insider Shares upon consummation of
a Business Combination, the Stockholders desire to assign their Registration
Rights conditionally with respect to the Warrants and Insider Shares that may be
sold and transferred to the Investors in accordance with Section 6.2 of the RRA,
and the Company has agreed to consent to such assignment. Accordingly, upon
consummation of a Business Combination and subsequent sale of Warrants and
transfer of Insider Shares, the Stockholders’ Registration Rights with respect
to such securities shall be assigned to the Investors.  The
Stockholders shall maintain their Registration Rights with respect to any
Insider Shares not transferred to the Investors.  Until the Warrants
and Insider Shares are transferred in accordance with the Put/Call Agreement,
the Registration Rights will not be assigned by the Stockholders to the
Investors.  Upon consummation of a Business Combination and sale of
the Warrants and transfer of Insider Shares, the Investors shall become parties
to the RRA and the parties thereto hereby consent to amend such RRA at that time
such that the Investors shall have all the benefits of the Stockholders with
respect to the transferred Warrants and the Registrable Securities under the RRA
as if they were original parties thereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This letter serves as each
Stockholder’s irrevocable assignment of the Registration Rights, and the
Company’s consent to such assignment.

    


    [Signatures on next page.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  SELLERS:

                
	 
      
	
                  /s/ Lawrence S. Coben

                
	
                  Lawrence
      S. Coben

                
	 
      
	
                  /s/ Ronald D. Ormand

                
	
                  Ronald
      D. Ormand

                
	 
      
	
                  /s/ Jon Schotz

                
	
                  Jon
      Schotz

                
	 
      
	
                  /s/ Charles A. Norris

                
	
                  Charles
      A. Norris

                
	 
      
	
                  /s/ Stephen N. Casati

                
	
                  Stephen
      N. Casati

                
	 
      
	
                  /s/ Bill Goldstein

                
	
                  Bill
      Goldstein

                
	 
      
	
                  /s/ Dean Vanech

                
	
                  Dean
      Vanech

                
	 
      
	
                  /s/
      Dean Vanech

                
	
                  Olympus
      Capital Investment, LLC

                
	
                  By:
      Dean Vanech

                
	
                  Its:
      Member

                
	 
      
	
                  /s/ Jerry Doren

                
	
                  Jerry
      Doren

                
	 
      
	
                  /s/ Owen Coleman

                
	
                  Owen
      Coleman

                


        

      

    

    


    [Signature
Page - Registration Rights Assignment Letter]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  /s/ Bill Armstrong

                
	
                  Bill
      Armstrong

                
	 
      
	
                  /s/ Trevor Wilson

                
	
                  Trevor
      Wilson

                
	 
      
	
                  /s/ Brian McInerney

                
	
                  Brian
      McInerney

                
	 
      
	
                  /s/
      Richard Kassar

                
	
                  Richard
      Kassar

                
	 
      
	
                  /s/ David Levine

                
	
                  David
      Levine

                
	 
      
	
                  /s/ Jim Land

                
	
                  Jim
      Land

                
	 
      
	
                  /s/ David A. Preiser

                
	
                  David
      A. Preiser

                
	 
      
	
                  /s/ Gary C. Evans

                
	
                  Gary
      C. Evans

                
	 
      
	
                  /s/ Jonathan Jacobs

                
	
                  Jonathan
      Jacobs

                


        

      

    

    


    The
undersigned acknowledges and consents to the foregoing terms.

    


    COMPANY:

    


    TREMISIS
ENERGY ACQUISITION CORPORATION II

    


    
      
        
          	
                  By:

                	
                  /s/
      Lawrence
      S. Coben

                
	 
      	
                  Name:
      Lawrence S. Coben

                
	 
      	
                  Title:
      Chief
      Executive
Officer

                


        

      

    

     

    [Signature
Page - Registration Rights Assignment Letter]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
A

    


    
      
        
          	
                  Seller

                	 	
                  Insider Shares

                	 	 	
                  Warrants

                	 
	
                  Lawrence
      S. Coben

                	 	 	794,187	 	 	 	450,000	 
	
                  Ronald
      D. Ormand

                	 	 	794,187	 	 	 	450,000	 
	
                  Jon
      Schotz

                	 	 	138,391	 	 	 	250,000	 
	
                  Charles
      A. Norris

                	 	 	138,391	 	 	 	250,000	 
	
                  Stephen
      N. Casati

                	 	 	18,528	 	 	 	-	 
	
                  Bill
      Goldstein

                	 	 	26,969	 	 	 	75,000	 
	
                  Dean
      Vanech

                	 	 	35,959	 	 	 	-	 
	
                  Olympus
      Capital Investment, LLC

                	 	 	-	 	 	 	100,000	 
	
                  Jerry
      Doren

                	 	 	26,969	 	 	 	75,000	 
	
                  Owen
      Coleman

                	 	 	26,969	 	 	 	75,000	 
	
                  Bill
      Armstrong

                	 	 	26,969	 	 	 	112,500	 
	
                  Trevor
      Wilson

                	 	 	13,485	 	 	 	75,000	 
	
                  Brian
      McInerney

                	 	 	13,485	 	 	 	37,500	 
	
                  Richard
      Kassar

                	 	 	13,485	 	 	 	37,500	 
	
                  David
      Levine

                	 	 	13,485	 	 	 	37,500	 
	
                  Jim
      Land

                	 	 	13,485	 	 	 	37,500	 
	
                  David
      A. Preiser

                	 	 	17,979	 	 	 	50,000	 
	
                  Gary
      C. Evans

                	 	 	179,794	 	 	 	500,000	 
	
                  Jonathan
      Jacobs

                	 	 	13,485	 	 	 	37,500