Unassociated Document


    


    March 13,
2009       

    


    Continental
Stock Transfer & Trust Company

    17
Battery Place

    New York,
NY  10004

    Attn:
Steven Nelson

     


    
      
        Re:  Proposed
Transfer of Certain Shares of Common Stock of

        Tremisis
Energy Acquisition Corporation II

      

    

    


    Dear Mr.
Nelson:

    


    Pursuant to that certain Stock Escrow
Agreement (the “Escrow
Agreement”) dated December 6, 2007 by and among Tremisis Energy
Acquisition Corporation II (the “Company”), Continental Stock
Transfer & Trust Company (the “Escrow Agent”), Lawrence S.
Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill
Goldstein, Dean Vanech, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor
Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A.
Preiser, Gary C. Evans and Jonathan Jacobs (collectively, the “Initial Stockholders”), the
Escrow Agent is currently holding in escrow the shares of the Company’s common
stock owned by each of the Initial Stockholders in the amounts identified in
Schedule A (the
“Escrow
Shares”).

    


    The Initial Stockholders have executed
an agreement (the “Put/Call
Agreement”) of even date herewith pursuant to which they have agreed to
transfer a portion of each Initial Stockholders’ Escrow Shares in the amounts
identified in Schedule
A (the “Transfer
Shares”) in a private transaction to SoftForum Co., Ltd. and Sang-Chul
Kim (the “Investors”),
for no cash consideration upon the Company’s consummation of a Business
Combination (as such term is defined in the Put/Call Agreement).  The
Escrow Shares and the Transfer Shares will remain in escrow with you pursuant to
the terms of the Escrow Agreement, but after the consummation of a Business
Combination, you will hold the Transfer Shares on behalf of the Investors and
not us.  As Escrow Agent, you acknowledge and agree not to enter into
any control or other agreement relating to, or deliver possession of, the
Transfer Shares to any third party, other than the Investors, that could create
or perfect a security interest in the Transfer Shares.

    


    Further, in connection with our
agreement to transfer the Transfer Shares to the Investors, we are attaching
executed stock powers with respect to the Transfer Shares.  Please
hold these stock powers in escrow, together with the Transfer Shares, and upon
consummation of a Business Combination, kindly effect the transfer of the
Transfer Shares to the Investors. The Investors are agreeing to be bound by the
terms and conditions of the Escrow Agreement and will deliver the appropriate
stock powers to the Escrow Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This letter shall serve as irrevocable
instructions from the Initial Stockholders to you as the Escrow Agent with
respect to the transfer of the Transfer Shares upon consummation of the Business
Combination and may not be altered by any of us in the future, except upon
termination of the Put/Call Agreement in accordance with its terms

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Very
      truly yours,

                                      	 
	 
      	 
	
                                        INITIAL
      STOCKHOLDERS:

                                      	 
	 
      	 
	
                                        /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/ Jerry Doren

                                      	 
	
                                        Jerry
      Doren

                                      	 
	 
      	 
	
                                        /s/ Owen Coleman

                                      	 
	
                                        Owen
      Coleman

                                      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    [Signature
Page - Transfer Shares Release 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 acknowledge and consent to the foregoing terms.

    


    THE
COMPANY:

    


    TREMISIS
ENERGY ACQUISITION CORPORATION II

    


    
      
        
          
            
              
                
                  	
                          By:

                        	/s/
      Lawrence S. Coben
	 
      	
                          Name:

                        	Lawrence
      S. Coben
	 
      	
                          Title:

                        	Chief
      Executive
Officer


                

              

            

          

        

      

    

    


    ESCROW
AGENT:

    


    CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

    


    
      
        
          
            
              
                	
                        By:

                      	/s/
      Alexandra Albrecht
	 
      	
                        Name:

                      	Alexandra
      Albrecht
	 
      	
                        Title:

                      	Vice
      President


              

            

          

        

      

    

    


    [Signature
Page - Transfer Shares Release Letter]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
A

    


    
      
        
          	
                  Name of Stockholder

                	 	
                  Escrow Shares

                	 	 	
                  Transfer Shares

                	 
	 
      	 	 	 	 	 	 
	
                  Lawrence
      S. Coben

                	 	 	827,726	 	 	 	794,187	 
	 
      	 	 	 	 	 	 	 	 
	
                  Ronald
      D. Ormand

                	 	 	827,726	 	 	 	794,187	 
	 
      	 	 	 	 	 	 	 	 
	
                  Jon
      Schotz

                	 	 	144,822	 	 	 	138,391	 
	 
      	 	 	 	 	 	 	 	 
	
                  Charles
      A. Norris

                	 	 	144,822	 	 	 	138,391	 
	 
      	 	 	 	 	 	 	 	 
	
                  Stephen
      N. Casati

                	 	 	19,322	 	 	 	18,528	 
	 
      	 	 	 	 	 	 	 	 
	
                  Bill
      Armstrong

                	 	 	42,185	 	 	 	40,451	 
	 
      	 	 	 	 	 	 	 	 
	
                  Dean
      Vanech

                	 	 	37,500	 	 	 	35,959	 
	 
      	 	 	 	 	 	 	 	 
	
                  Jerry
      Doren

                	 	 	28,125	 	 	 	26,969	 
	 
      	 	 	 	 	 	 	 	 
	
                  Owen
      Coleman

                	 	 	28,125	 	 	 	26,969	 
	 
      	 	 	 	 	 	 	 	 
	
                  Bill
      Goldstein

                	 	 	28,125	 	 	 	26,969	 
	 
      	 	 	 	 	 	 	 	 
	
                  Trevor
      Wilson

                	 	 	28,125	 	 	 	26,969	 
	 
      	 	 	 	 	 	 	 	 
	
                  David
      A. Preiser

                	 	 	18,750	 	 	 	17,979	 
	 
      	 	 	 	 	 	 	 	 
	
                  Brian
      McInerney

                	 	 	14,063	 	 	 	13,485	 
	 
      	 	 	 	 	 	 	 	 
	
                  Richard
      Kassar

                	 	 	14,063	 	 	 	13,485	 
	 
      	 	 	 	 	 	 	 	 
	
                  David
      Levine

                	 	 	14,063	 	 	 	13,485	 
	 
      	 	 	 	 	 	 	 	 
	
                  Jim
      Land

                	 	 	14,063	 	 	 	13,485	 
	 
      	 	 	 	 	 	 	 	 
	
                  Jonathan
      Jacobs

                	 	 	14,063	 	 	 	13,485	 
	 
      	 	 	 	 	 	 	 	 
	
                  Gary
      C. Evans

                	 	 	187,500	 	 	 	179,794