Unassociated Document


    March 13,
2009

    


    Tremisis
Energy Acquisition Corporation II

    2925
Briarpark, Suite 150-A

    Houston,
TX 77042

    


    Gentlemen:

    


    The
undersigned, as a condition to the consummation of the transactions contemplated
by that certain agreement (the “Put/Call Agreement”), dated
the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben,
Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill
Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen
Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David
Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs
(collectively, the “Sellers”), the undersigned and
Sang-Chul Kim, hereby agrees as follows (certain capitalized terms used herein
are defined in paragraph 11 hereof):

    


    1.           In
the event that the Company fails to consummate a Business Combination within 24
months from the effective date (“Effective Date”) of the
registration statement relating to the Company’s initial public offering of
securities (“IPO”), the
undersigned will (i) cause the trust fund established in connection with the
Company’s IPO (the “Trust
Fund”) to be liquidated and distributed to the holders of IPO Shares and
(ii) take all reasonable actions within its power to cause the Company to
liquidate as soon as reasonably practicable. 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 (“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. In the event of
the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold
harmless the Company against any and all loss, liability, claims, damage and
expense whatsoever (including, but not limited to, any and all legal or other
expenses reasonably incurred in investigating, preparing or defending against
any litigation, whether pending or threatened, or any claim whatsoever) that the
Company may become subject as a result of any claim by any vendor or other
person who is owed money by the Company for services rendered or products sold
or contracted for, or by any target business, but only to the extent necessary
to ensure that such loss, liability, claim, damage or expense does not reduce
the amount in the Trust Fund.

    


    2.           In
order to minimize potential conflicts of interest that may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any suitable
opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination or the liquidation of the
Company, subject to any pre-existing contractual obligations the undersigned
might have.

    


    3.           The
undersigned acknowledges and agrees that the Company will not consummate any
Business Combination that involves a company that is affiliated with any of the
Insiders unless the Company obtains an opinion from an independent investment
banking firm reasonably acceptable to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives of the underwriters of the Company’s IPO, that
the Business Combination is fair to the Company’s stockholders from a financial
perspective.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.           Neither
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 its out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

    


    5.           Neither
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
or any Affiliate of the undersigned originates a Business
Combination.

    


    6.           The
undersigned acknowledges and agrees that any Insider Shares that may be
transferred to it upon consummation of a Business Combination pursuant to the
Put/Call Agreement will continue to be held in escrow until one year after the
consummation by the Company of such Business Combination, subject to the terms
of that certain Stock Escrow Agreement, dated as of December 6, 2007 by and
among the Company, the Sellers and Continental Stock Transfer & Trust
Company.

    


    7.           The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to serve as a Director of
the Company.

    


    8.           The
undersigned hereby waives its 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 it will not seek conversion
with respect to such shares in connection with any vote to approve a Business
Combination.

    


    9.           In
the event that the Company does not consummate a Business Combination and must
liquidate, and its remaining net assets are insufficient to complete such
liquidation, the undersigned agrees to advance such funds necessary to complete
such liquidation and agrees not to seek repayment for such
expenses.

    


    10.           This
letter agreement may not be amended or modified without the prior consent of
Ronald D. Ormand, as representative of the Sellers. This letter agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction.
The undersigned hereby (i) agrees that any action, proceeding or claim against
it 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 exclusive, (ii) waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum and (iii) irrevocably agrees to appoint Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. as agent for the service of process in the State of New
York to receive, for the undersigned and on its 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 the Company within 30 days and nothing in this
letter agreement will affect the right of either party to serve process in any
other manner permitted by law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    11.           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
former and current officers and directors of the Company and all stockholders of
the Company that acquired shares of Common Stock of the Company prior to the
IPO, or, if after the IPO, in a private transfer from another former or current
officer or director of the Company, or from a stockholder that purchased such
shares of Common Stock 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 or, if acquired after the IPO, in a private transfer from another Insider;
and (iv) “IPO Shares”
shall mean the shares of Common Stock issued in the Company’s IPO.

     

    
      	 	SOFTFORUM CO.,
      LTD.
	 	 
	 	/s/ Sang-Chul
      Kim
	 	
              By:
      Sang-Chul Kim

              Its: