NUMBER

            	
              SHARES

            
	 	 
	
              ______C

            	 
	 	 


    

     

    TREMISIS
      ENERGY ACQUISITION CORPORATION II

     

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

     

    COMMON
      STOCK

     

    SEE
      REVERSE FOR

    CERTAIN
      DEFINITIONS

     

    
      	
              This
                Certifies that

            	
              CUSIP
                89472N 101

            
	 	 
	
              is
                the owner of

            	 


    

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 

    EACH
      OF THE COMMON STOCK OF

     

    TREMISIS
      ENERGY ACQUISITION CORPORATION II

     

    transferable
      on the books of the Corporation in person or by duly authorized attorney upon
      

    surrender
      of this certificate properly endorsed. 

     

    The
      Corporation will be forced to liquidate if it is unable to complete a business
      combination by __________, 2009, all as more fully described in the
      Corporation’s final prospectus dated ________, 2007

     

    This
      certificate is not valid unless countersigned by the Transfer Agent and
      registered by the Registrar.

    Witness
      the facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

     

    Dated:

     

    
      	 	
              

            
	  
	 

	
              CHAIRMAN

            	
              SECRETARY

            
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

    


    
      	 	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              _________
                Custodian __________

            
	 	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              (Cust)
                

            	
              (Minor)

            
	 	
              JT
                TEN -

            	
              as
                joint tenants with right of survivorship

            	 	
              under
                Uniform Gifts to Minors

            
	 	 	
              and
                not as tenants in common

            	 	
              Act
                __________________

            
	 	 	 	 	
              (State)

            


    

    


    Additional
      Abbreviations may also be used though not in the above list.

     

    Tremisis
      Energy Acquisition Corporation II

     

    The
      Corporation will furnish without charge to each stockholder who so requests
      the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of stock or series thereof of the Corporation
      and
      the qualifications, limitations, or restrictions of such preferences and/or
      rights. This certificate and the shares represented thereby are issued and
      shall
      be held subject to all the provisions of the Certificate of Incorporation and
      all amendments thereto and resolutions of the Board of Directors providing
      for
      the issue of shares of Preferred Stock (copies of which may be obtained from
      the
      secretary of the Corporation), to all of which the holder of this certificate
      by
      acceptance hereof assents.

     

    For
      value received, ___________________________ hereby sell, assign and transfer
      unto

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
      NUMBER OF ASSIGNEE

    
      


    

    
      

    

     

    
      

    

     

    
      
        ________________________________________________________________________________________________________

      

    

    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
      ASSIGNEE)

     

    ________________________________________________________________________________________________________

    
       

      ________________________________________________________________________________________________________
 

    ___________________________________________________________________________________  shares

     

    of
      the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint

    


    __________________________________________________________________________________ Attorney

     

    to
      transfer the said stock on the books of the within named Corporation will full
      power of substitution in the premises.

    


    Dated
      ___________________ 

     

    
      	
            	 	 

	 	
              Notice:

            	
              The
                signature to this assignment must correspond with the name as written
                upon
                the face of the certificate in every particular, without alteration
                or
                enlargement or any change whatever.

            


    

     

     

    
      

    

    Signature(s)
      Guaranteed:

    
      
 


    
      
        

      

    

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
      INSTITUTION

    (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH

    MEMBERSHIP
      IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,

    PURSUANT
      TO S.E.C. RULE 17Ad-15).

    


    The
      holder of this certificate shall be entitled to receive funds from the trust
      fund only in the event of the Company’s liquidation upon failure to consummate a
      business combination or if the holder seeks to convert his respective shares
      into cash upon a business combination which he voted against and which is
      actually completed by the Company. In no other circumstances shall the holder
      have any right or interest of any kind in or to the trust fund.