Subscription
      Agreement

     

    
      	 	 	As of ________, 2007
	 	 	 
	

              To
                the Board of Directors of 


              
                Tremisis
                  Energy Acquisition Corporation II:

              

            	 	 


    

     

    Gentlemen:

    


    The
      undersigned hereby subscribes for and agrees to purchase ______ Warrants
      (“Insider Warrants”) at $1.00 per Insider Warrant, each to purchase one share of
      common stock, par value $0.0001 per share, of Tremisis Energy Acquisition
      Corporation II (the “Corporation”) at $6.00 per share for an aggregate purchase
      price of $_______ (“Purchase Price”). The purchase and issuance of the Insider
      Warrants shall occur simultaneously with the consummation of the Corporation’s
      initial public offering of securities (“IPO”) which is being underwritten by
      Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”). The
      Insider Warrants will be sold to the undersigned on a private placement basis
      and not part of the IPO. 

    


    At
      least
      24 hours prior to the effective date of the registration statement filed in
      connection with the IPO (“Registration Statement”), the undersigned shall
      deliver the Purchase Price to Graubard Miller (“GM”) to hold in a non-interest
      bearing account until the Corporation consummates the IPO. Simultaneously with
      the consummation of the IPO, GM shall deposit the Purchase Price, without
      interest or deduction, into the trust fund (“Trust Fund”) established by the
      Corporation for the benefit of the Corporation’s public stockholders as
      described in the Corporation’s Registration Statement, pursuant to the terms of
      an Investment Management Trust Agreement to be entered into between the
      Corporation and Continental Stock Transfer & Trust Company. In the event
      that the IPO is not consummated within 14 days of the date the Purchase Price
      is
      delivered to GM, GM shall return the Purchase Price to the undersigned, without
      interest or deduction.

    


    The
      undersigned represents and warrants that he has been advised that the Insider
      Warrants (including the underlying shares of common stock) have not been
      registered under the Securities Act; that he is acquiring the Insider Warrants
      for his account for investment purposes only; that he has no present intention
      of selling or otherwise disposing of the Insider Warrants in violation of the
      securities laws of the United States; that he is an “accredited investor” as
      defined by Rule 501 of Regulation D promulgated under the Securities Act of
      1933, as amended (the “Securities Act”); and that he is familiar with the
      proposed business, management, financial condition and affairs of the
      Corporation.

    


    Moreover,
      the undersigned agrees that he shall not sell or transfer the Insider Warrants
      or any underlying securities until after the Corporation consummates a merger,
      capital stock exchange, asset acquisition or other similar business combination
      with an operating business (“Business Combination”) meeting the requirements set
      forth in the Registration Statement and acknowledges that the certificates
      for
      such Insider Warrants shall contain a legend indicating such restriction on
      transferability. 

    


    The
      Company hereby acknowledges and agrees that in the event the Company calls
      the
      Warrants for redemption pursuant to that certain Warrant Agreement to be entered
      into by the Company and Continental Stock Transfer & Trust Company in
      connection with the Company’s IPO, the Insider Warrants will be exercisable on a
      cashless basis so long as such Insider Warrants are held by the undersigned
      or
      his affiliates.

    


    The
      terms
      of this agreement and the restriction on transfers with respect to the Insider
      Warrants may not be amended without the prior written consent of Merrill
      Lynch.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	Very
              truly yours,
	 
 	 
 	 
 
	
            	
            	
            
	 	
              

            


    

     

    Agreed
      to:

    


    Tremisis
      Energy Acquisition Corporation II

    


    


    By:
      ________________________________

    Name:
      

    Title:
      

    


    


    Graubard
      Miller


    


    


    By:
      ________________________________

    Name:
      David Alan Miller

    Title:
      Managing Partner

    


    


    Merrill
      Lynch Global Markets Inc.


    


    


    By:
      ________________________________

    Name:
      

    Title: